10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____

Commission file number: 001-14845

TRIMBLE INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 94-2802192 (I.R.S. Employer Identification Number)

10368 Westmoor Drive, Westminster, CO 80021

(Address of principal executive offices) (Zip Code)

(720) 887-6100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	ý	Accelerated Filer	¨
Non-accelerated Filer	¨	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ý

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	TRMB	NASDAQ Global Select Market

As of October 30, 2023, there were 248,767,565 shares of Common Stock, par value $0.001 per share, outstanding.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. These statements include, among other things:

•general U.S. and global macroeconomic outlook, including slowing growth, inflationary pressures, and increases in interest rates;

•economic disruptions caused by potential impact of volatility and conflict in the political and economic environment, including the conflicts in the Middle East and between Russian and Ukraine;

•our belief that inflationary cost pressures will diminish over time as supply chain conditions continue to normalize;

•fluctuations in foreign currency exchange rates;

•the cyclical nature of our hardware revenue and our expectation that our inventory levels will normalize over the first half of 2024;

•our expectations that we will experience less seasonality in the future;

•the portion of our revenue expected to come from sales to customers located in countries outside of the U.S.;

•our plans to continue to invest in research and development for the active development and introduction of new products and to deliver targeted solutions to the markets we serve;

•our shift towards a more significant mix of recurring revenue;

•our belief that increases in recurring revenue will provide us with enhanced business visibility over time;

•risks associated with our growth strategy, focusing on historically underserved large markets;

•any anticipated benefits or impact to our results of operations and financial conditions from our acquisitions and our ability to successfully integrate the acquired businesses;

•any anticipated benefits associated with the pending contribution of our precision agriculture business, excluding certain products and technologies, to a newly formed joint venture (the “JV”) and the sale of the majority interest in the JV to AGCO Corporation (“AGCO”);

•our belief that our cash and cash equivalents and borrowings, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, debt service, expenditures related to our Connect and Scale strategy, and any acquisitions;

•tax payments or refunds related to research and development (“R&D”) costs;

•our belief that our gross unrecognized tax benefits will not materially change in the next twelve months; and

•our commitments to environmental, social, and governance matters.

The forward-looking statements regarding future events and the future results of Trimble Inc. (“the Company” or “we” or “our” or “us”) are based on current expectations, estimates, forecasts, and projections about the industries in which we operate, and the beliefs and assumptions of our management. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this report. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to those discussed in this report under the section entitled “Risk Factors” and elsewhere, and in other reports we file with the Securities and Exchange Commission (“SEC”), specifically the most recent Form 10-K for 2022 (the “2022 Form 10-K”) and in other reports we file with the SEC, each as it may be amended from time to time. These forward-looking statements are made as of the date of this report. We reserve the right to update these forward-looking statements for any reason, including the occurrence of material events, but assume no duty to update these statements to reflect subsequent events.

TRIMBLE INC.

FORM 10-Q for the Quarter Ended September 29, 2023

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)	4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	34
ITEM 4.	Controls and Procedures	35
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	35
ITEM 1A.	Risk Factors	36
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
ITEM 3.	Defaults Upon Senior Securities	36
ITEM 4.	Mine Safety Disclosures	36
ITEM 5.	Other Information	37
ITEM 6.	Exhibits	37
SIGNATURES		38

3

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Index
	Page
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Income	6
Condensed Consolidated Statements of Comprehensive Income (Loss)	7
Condensed Consolidated Statements of Stockholders’ Equity	8
Condensed Consolidated Statements of Cash Flows	9
Notes to Condensed Consolidated Financial Statements (Unaudited):	10
Note 1. Overview and Accounting Policies	10
Note 2. Common Stock Repurchase	11
Note 3. Acquisition	11
Note 4. Assets Held for Sale	13
Note 5. Intangible Assets and Goodwill	14
Note 6. Inventories	15
Note 7. Segment Information	15
Note 8. Debt	18
Note 9. Fair Value Measurements	19
Note 10. Deferred Revenue and Remaining Performance Obligations	20
Note 11. Earnings per Share	20
Note 12. Income Taxes	21
Note 13. Commitments and Contingencies	21

4

TRIMBLE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	As of		As of
	Third Quarter of		Year End
	2023		2022
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	216.8	$	271.0
Accounts receivable, net	641.4		643.3
Inventories	257.2		402.5
Other current assets	196.4		201.4
Assets held for sale	378.7		—
Total current assets	1,690.5		1,518.2
Property and equipment, net	203.7		219.0
Operating lease right-of-use assets	114.5		121.2
Goodwill	5,279.7		4,137.9
Other purchased intangible assets, net	1,259.6		498.1
Deferred income tax assets	418.0		438.4
Other non-current assets	364.7		336.2
Total assets	$	9,330.7	$	7,269.0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt	$	58.3	$	300.0
Accounts payable	179.5		175.5
Accrued compensation and benefits	169.9		159.4
Deferred revenue	594.2		639.1
Income taxes payable	104.9		23.7
Other current liabilities	184.3		164.4
Liabilities held for sale	46.9		—
Total current liabilities	1,338.0		1,462.1
Long-term debt	2,995.4		1,220.0
Deferred revenue, non-current	98.4		98.5
Deferred income tax liabilities	283.6		157.8
Operating lease liabilities	104.1		105.1
Other non-current liabilities	168.2		175.3
Total liabilities	4,987.7		3,218.8
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	—		—
Common stock, $0.001 par value; 360.0 shares authorized; 248.8 and 246.9 shares issued and outstanding at the end of the third quarter of 2023 and year end 2022	0.2		0.2
Additional paid-in-capital	2,201.5		2,054.9
Retained earnings	2,455.4		2,230.0
Accumulated other comprehensive loss	(314.1)		(234.9)
Total stockholders' equity	4,343.0		4,050.2
Total liabilities and stockholders' equity	$	9,330.7	$	7,269.0

See accompanying Notes to the Condensed Consolidated Financial Statements.

5

TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Third Quarter of				First Three Quarters of
(In millions, except per share amounts)	2023		2022		2023		2022
Revenue:
Product	$	444.0	$	472.5	$	1,368.9	$	1,570.3
Subscription and services	513.3		412.4		1,497.4		1,249.5
Total revenue	957.3		884.9		2,866.3		2,819.8
Cost of sales:
Product	215.6		239.8		665.7		815.5
Subscription and services	123.8		109.8		364.2		338.4
Amortization of purchased intangible assets	27.7		19.9		80.9		63.4
Total cost of sales	367.1		369.5		1,110.8		1,217.3
Gross margin	590.2		515.4		1,755.5		1,602.5
Operating expense:
Research and development	162.5		127.0		496.6		407.4
Sales and marketing	146.2		137.1		436.9		407.9
General and administrative	117.2		109.6		369.2		318.0
Restructuring	11.8		8.2		26.1		20.5
Amortization of purchased intangible assets	31.2		11.1		74.8		34.5
Total operating expense	468.9		393.0		1,403.6		1,188.3
Operating income	121.3		122.4		351.9		414.2
Non-operating income (expense), net:
Divestitures gain, net	5.5		6.0		10.6		103.1
Interest expense, net	(46.8)		(15.6)		(113.2)		(46.9)
Income from equity method investments, net	5.2		6.8		24.6		22.3
Other income (expense), net	(5.8)		(1.7)		23.6		(14.7)
Total non-operating income (expense), net	(41.9)		(4.5)		(54.4)		63.8
Income before taxes	79.4		117.9		297.5		478.0
Income tax provision	4.5		32.1		49.2		113.9
Net income	$	74.9	$	85.8	$	248.3	$	364.1
Earnings per share:
Basic	$	0.30	$	0.35	$	1.00	$	1.46
Diluted	$	0.30	$	0.34	$	1.00	$	1.45
Shares used in calculating earnings per share:
Basic	248.6		247.5		248.0		249.1
Diluted	249.7		248.9		249.1		250.8

See accompanying Notes to the Condensed Consolidated Financial Statements.

6

TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Net income	$	74.9	$	85.8	$	248.3	$	364.1
Foreign currency translation adjustments, net of tax	(119.7)		(95.6)		(75.6)		(173.0)
Net change related to derivatives and other, net of tax	(0.2)		—		(3.6)		—
Comprehensive (loss) income	$	(45.0)	$	(9.8)	$	169.1	$	191.1

See accompanying Notes to the Condensed Consolidated Financial Statements.

7

TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

	Common stock					Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Additional Paid-In Capital
(In millions)
Balance at the end of 2022	246.9	$	0.2	$	2,054.9	$	2,230.0	$	(234.9)	$	4,050.2
Net income	—	—		—		128.8		—		128.8
Other comprehensive income	—	—		—		—		16.5		16.5
Issuance of common stock under employee plans, net of tax withholdings	0.5	—		16.9		(2.9)		—		14.0
Stock-based compensation	—	—		35.7		—		—		35.7
Balance at the end of the first quarter of 2023	247.4	$	0.2	$	2,107.5	$	2,355.9	$	(218.4)	$	4,245.2
Net income	—	—		—		44.6		—		44.6
Other comprehensive income	—	—		—		—		24.2		24.2
Issuance of common stock under employee plans, net of tax withholdings	0.9	—		(4.2)		(19.4)		—		(23.6)
Stock-based compensation	—	—		40.9		—		—		40.9
Balance at the end of the second quarter of 2023	248.3	$	0.2	$	2,144.2	$	2,381.1	$	(194.2)	$	4,331.3
Net income	—	—		—		74.9		—		74.9
Other comprehensive loss	—	—		—		—		(119.9)		(119.9)
Issuance of common stock under employee plans, net of tax withholdings	0.5	—		18.2		(0.6)		—		17.6
Stock-based compensation	—	—		39.1		—		—		39.1
Balance at the end of the third quarter of 2023	248.8	$	0.2	$	2,201.5	$	2,455.4	$	(314.1)	$	4,343.0

	Common stock					Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Additional Paid-In Capital
(In millions)
Balance at the end of 2021	250.9	$	0.3	$	1,935.6	$	2,170.5	$	(161.7)	$	3,944.7
Net income	—	—		—		110.3		—		110.3
Other comprehensive loss	—	—		—		—		(2.2)		(2.2)
Issuance of common stock under employee plans, net of tax withholdings	0.7	—		15.2		(17.6)		—		(2.4)
Stock repurchases	(1.5)	—		(11.8)		(92.9)		—		(104.7)
Stock-based compensation	—	—		42.2		—		—		42.2
Balance at the end of the first quarter of 2022	250.1	$	0.3	$	1,981.2	$	2,170.3	$	(163.9)	$	3,987.9
Net income	—	—		—		168.0		—		168.0
Other comprehensive loss	—	—		—		—		(75.2)		(75.2)
Issuance of common stock under employee plans, net of tax withholdings	0.6	—		(2.3)		(17.1)		—		(19.4)
Stock repurchases	(3.1)	(0.1)		(24.4)		(175.5)		—		(200.0)
Stock-based compensation	—	—		33.2		—		—		33.2
Balance at the end of the second quarter of 2022	247.6	$	0.2	$	1,987.7	$	2,145.7	$	(239.1)	$	3,894.5
Net income	—	—		—		85.8		—		85.8
Other comprehensive loss	—	—		—		—		(95.6)		(95.6)
Issuance of common stock under employee plans, net of tax withholdings	0.4	—		17.9		(0.9)		—		17.0
Stock repurchases	(1.4)	—		(11.4)		(78.6)		—		(90.0)
Stock-based compensation	—	—		33.1		—		—		33.1
Balance at the end of the third quarter of 2022	246.6	$	0.2	$	2,027.3	$	2,152.0	$	(334.7)	$3,844.8

See accompanying Notes to the Condensed Consolidated Financial Statements.

8

TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	First Three Quarters of
(In millions)	2023		2022
Cash flow from operating activities:
Net income	$	248.3	$	364.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	29.5		30.1
Amortization expense	155.7		97.9
Deferred income taxes	(104.0)		(41.3)
Stock-based compensation	112.5		93.2
Divestitures gain, net	(10.6)		(103.1)
Other, net	(5.9)		22.7
(Increase) decrease in assets:
Accounts receivable, net	24.0		13.2
Inventories	46.3		(99.5)
Other current and non-current assets	(35.5)		(31.7)
Increase (decrease) in liabilities:
Accounts payable	5.0		(3.8)
Accrued compensation and benefits	12.3		(52.9)
Deferred revenue	(39.7)		14.3
Income taxes payable	62.5		(16.6)
Other current and non-current liabilities	(2.2)		(1.5)
Net cash provided by operating activities	498.2		285.1
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired	(2,088.9)		(318.1)
Purchases of property and equipment	(32.2)		(36.6)
Net proceeds from divestitures	15.1		214.3
Other, net	41.6		(11.8)
Net cash used in investing activities	(2,064.4)		(152.2)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings	8.0		(4.8)
Repurchases of common stock	—		(394.7)
Proceeds from debt and revolving credit lines	3,398.8		529.3
Payments on debt and revolving credit lines	(1,856.8)		(235.9)
Other, net	(29.3)		(8.9)
Net cash provided by (used in) financing activities	1,520.7		(115.0)
Effect of exchange rate changes on cash and cash equivalents	(2.6)		(34.9)
Net decrease in cash and cash equivalents	(48.1)		(17.0)
Cash and cash equivalents - beginning of period	271.0		325.7
Cash and cash equivalents - end of period (1)	$	222.9	$	308.7

(1) Includes $6.1 million of cash and cash equivalents classified as held for sale as of September 29, 2023.

See accompanying Notes to the Condensed Consolidated Financial Statements.

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. OVERVIEW AND ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated Financial Statements include our results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.

We use a 52- to 53-week year ending on the Friday nearest to December 31. Both 2023 and 2022 are 52-week years. The third quarter of 2023 and 2022 ended on September 29, 2023 and September 30, 2022. Unless otherwise stated, all dates refer to these periods.

Use of Estimates

We prepared our interim Condensed Consolidated Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our Form 10-K filed with the U.S. Securities and Exchange Commission on February 17, 2023 (the “2022 Form 10-K”).

The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with our 2022 Form 10-K that includes additional information about our significant accounting policies and the methods and assumptions used in our estimates.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price (“SSP”) of performance obligations, provision for credit losses, sales returns reserve, inventory valuation, warranty costs, investments, acquired intangibles, goodwill and intangible asset impairment analysis, other long-lived asset impairment analysis, stock-based compensation, and income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual results that we experience may differ materially from our estimates.

Change in Presentation

During the first quarter of 2023, we changed the presentation of revenue and cost of sales in the Condensed Consolidated Statements of Income. This change was made to better reflect our Connect and Scale strategy and business model evolution with a continued shift toward a more significant mix of recurring revenue, which includes subscription, maintenance and support, recurring transactions, and term licenses. As such, we revised our presentation, including (a) the combination of subscription and services into one line item, and (b) moving term licenses from product to subscription and services. The subscription and services line item is more aligned with our performance measures, how we manage our business, and is helpful to investors and others to better understand our results.

Previously, we presented revenue and cost of sales on three lines as follows:

•product, which included hardware and software licenses (both perpetual and term licenses);

•service, which included hardware and software maintenance and support and professional services;

•subscription, which included Software as a Service (“SaaS”), data, and hosting services.

The revised categories are as follows:

•product, which includes hardware and perpetual software licenses;

•subscription and services, which includes SaaS, data, and hosting services, as well as term licenses, hardware and software maintenance and support, and professional services.

Prior period amounts have been revised to conform to the current period presentation. This change in presentation did not affect the total revenue or total cost of sales. The effect of the changes on the Condensed Consolidated Statements of Income for the third quarter and first three quarters of 2022 were as follows:

10

	Third Quarter of 2022						First Three Quarters of 2022
(In millions)
	As Previously Reported		Effect of Change in Presentation		As Reported Herein		As Previously Reported		Effect of Change in Presentation		As Reported Herein
Revenue:
Product	$	503.9	$	(31.4)	$	472.5	$	1,690.0	$	(119.7)	$	1,570.3
Subscription and services	—		412.4		412.4		—		1,249.5		1,249.5
Service	158.3		(158.3)		—		477.4		(477.4)		—
Subscription	222.7		(222.7)		—		652.4		(652.4)		—
Total revenue	$	884.9	$	—	$	884.9	$	2,819.8	$	—	$	2,819.8
Cost of sales:
Product	$	240.7	$	(0.9)	$	239.8	$	819.0	$	(3.5)	$	815.5
Subscription and services	—		109.8		109.8		—		338.4		338.4
Service	53.9		(53.9)		—		180.6		(180.6)		—
Subscription	55.0		(55.0)		—		154.3		(154.3)		—
Amortization of purchased intangible assets	19.9		—		19.9		63.4		—		63.4
Total cost of sales	$	369.5	$	—	$	369.5	$	1,217.3	$	—	$	1,217.3

Recently issued Accounting Pronouncements not yet Adopted

There are no recently issued accounting pronouncements applicable to us not yet adopted.

Recently Adopted Accounting Pronouncements

There are no recently adopted accounting pronouncements.

NOTE 2. COMMON STOCK REPURCHASE

In August 2021, our Board of Directors approved a new stock repurchase program (“2021 Stock Repurchase Program”), authorizing up to $750.0 million in repurchases of our common stock. The 2021 Stock Repurchase Program’s authorization does not have an expiration date.

Under the 2021 Stock Repurchase Program, we may repurchase stock from time to time through open market transactions, privately-negotiated transactions, accelerated stock repurchase plans, or by other means. The timing and actual number of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. The 2021 Stock Repurchase Program may be suspended, modified, or discontinued at any time at the Company’s discretion without notice. At the end of the third quarter of 2023, the 2021 Stock Repurchase Program had remaining authorized funds of $215.3 million.

In the fourth quarter of 2023, we plan to reinstate share repurchases, which were temporarily discontinued in the fourth quarter of 2022.

During the third quarter and first three quarters of 2022, we repurchased approximately 1.4 million and 6.0 million shares of common stock in open market purchases at an average price of $64.23 and $65.90 per share for a total of $90.0 million and $394.7 million under the 2021 Stock Repurchase Program.

Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-in-capital, determined by the average book value per share of outstanding stock, calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes.

NOTE 3. ACQUISITION

On April 3, 2023, we acquired all of the issued and outstanding shares of TP Group Holding GmbH and Sixfold GmbH, which owned Transporeon, in an all-cash transaction. Transporeon is a Germany-based company and leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, which aligns with our Connect and Scale strategy. Transporeon is reported as part of our Transportation segment.

11

The total purchase consideration was €1.9 billion or $2.1 billion, which included the repayment of outstanding Transporeon debt of $339.6 million. The acquisition was funded through a combination of cash on hand and debt. See Note 8 “Debt” of this report for more information.

Purchase Price Allocation

The fair value of identifiable assets acquired and liabilities assumed was determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis.

The following table summarizes the consideration transferred to acquire Transporeon and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed, as well as the estimated useful lives of the identifiable intangible assets as of the date of the acquisition. The allocation of the purchase price is still preliminary as we finalize deferred income taxes, certain tangible assets and liabilities acquired, and valuations of intangible assets. Preliminary estimates will be finalized within one year of the acquisition date.

	Fair Value as of the Acquisition Date		Estimated Useful Life
(In millions)
Total purchase consideration	$	2,082.6
Net tangible assets acquired:
Cash and cash equivalents	12.9
Accounts receivable, net	41.8
Other current assets	28.0
Non-current assets	24.7
Accounts payable	(4.1)
Accrued compensation and benefits	(9.7)
Deferred revenue	(16.5)
Other current liabilities	(47.2)
Non-current liabilities	(22.3)
Total net tangible assets acquired	7.6
Intangible assets acquired:
Customer relationships	759.5		11 years
Developed product technology	168.4		7 years
Trade name	11.9		1 year
Total intangible assets acquired	939.8
Deferred tax liability	(256.6)
Fair value of all assets/liabilities acquired	690.8
Goodwill	$	1,391.8

Goodwill consists of growth potential, synergies, and economies of scale expected from combining Transporeon’s operations with ours, together with the highly skilled and valuable assembled workforce. We do not expect the goodwill to be deductible for income tax purposes.

Financial Information

The following table presents the amounts of revenue and net loss included in the Condensed Consolidated Statements of Income resulting from Transporeon since the acquisition date, which includes the effects of purchase accounting, primarily amortization of intangible assets and other adjustments.

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	Third Quarter of		First Three Quarters of
	2023		2023
(In millions)
Total revenue	$	41.0	$	81.5
Net loss	(12.4)		(27.0)

Pro Forma Financial Information

The pro forma financial information presented in the following table was computed by combining the historical financial information of Trimble and Transporeon along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2022. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Total revenue	$	957.3	$	922.7	$	2,906.8	$	2,936.3
Net income	74.9		56.7		210.0		252.2

NOTE 4. ASSETS HELD FOR SALE

On September 28, 2023, we executed a definitive agreement with AGCO that provides for the formation of a JV with AGCO in the mixed fleet precision agriculture market (the “Trimble Ag JV Transaction”). Under the terms of the agreement, we will contribute our precision agriculture business (“Trimble Ag”), excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies, and AGCO will contribute its JCA Technologies business to the JV. We will sell an interest in the JV to AGCO for $2.0 billion in pre-tax cash proceeds, subject to working capital adjustments. Immediately following the closing of the Trimble Ag JV Transaction, we will own 15% of the JV and AGCO will own 85% of the JV.

Additionally, we plan to enter into the following agreements with AGCO as part of the overall transaction:

•a seven-year, renewable Supply Agreement through which we will provide key GNSS and guidance technologies to the JV for use in professional agriculture machines sold by AGCO, on an exclusive basis with limited exceptions;

•a Technology Transfer and License Agreement to govern the licensing of certain non-divested intellectual property and technology for use by the JV in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by the JV;

•a Trademark License Agreement to govern the licensing of certain Trimble trademarks for use by the JV in the agriculture field;

•a Positioning Services Agreement through which the JV will serve as our channel partner for the positioning services in the agriculture market; and

•a Transition Services Agreement to provide contract manufacturing services for the divested products for two years following the closing of the transaction.

The transaction is expected to close in the first half of 2024 and is subject to customary closing conditions, including regulatory approvals. Trimble Ag is reported as a part of our Resources and Utilities segment.

Following the closing of the Trimble Ag JV Transaction, our 15% ownership interest in the JV is expected to be reported as an equity method investment.

The assets and liabilities of Trimble Ag that are subject to the transaction were classified as held for sale in the third quarter of 2023. The following table presents the carrying values of the major classes of assets and liabilities classified as held for sale in our Condensed Consolidated Balance Sheets at the end of the third quarter of 2023:

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	As of
	Third Quarter of
(In millions)	2023
Cash and cash equivalents	$	6.1
Accounts receivable, net	11.7
Inventories, net	85.8
Other current assets	3.0
Property and equipment, net	18.8
Other purchased intangible assets, net	19.3
Goodwill	231.1
Other non-current assets	2.9
Total Assets Held for Sale	$	378.7
Accounts payable	$	3.7
Deferred revenue, current	13.3
Other current liabilities	14.8
Deferred revenue, non-current	8.3
Long-term liabilities	6.8
Total Liabilities Held for Sale	$	46.9

NOTE 5. INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents a summary of our intangible assets:

	Third Quarter of 2023						Year End 2022
	Gross						Gross
	Carrying		Accumulated		Net Carrying		Carrying		Accumulated		Net Carrying
(In millions)	Amount		Amortization		Amount		Amount		Amortization		Amount
Developed product technology	$	927.2	$	(554.1)	$	373.1	$	1,004.8	$	(722.7)	$	282.1
Customer relationships	1,347.1		(469.8)		877.3		654.1		(445.9)		208.2
Trade names and trademarks	44.8		(36.6)		8.2		39.5		(32.7)		6.8
Distribution rights and other intellectual property	4.4		(3.4)		1.0		8.0		(7.0)		1.0
	$	2,323.5	$	(1,063.9)	$	1,259.6	$	1,706.4	$	(1,208.3)	$	498.1

The estimated future amortization expense of intangible assets at the end of the third quarter of 2023 was as follows:

(In millions)
2023 (Remaining)	$	57.5
2024	200.1
2025	162.8
2026	157.7
2027	144.0
Thereafter	537.5
Total	$	1,259.6

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Goodwill

The changes in the carrying amount of goodwill by segment for the first three quarters of 2023 were as follows: 

	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Balance as of year end 2022	$	2,300.1	$	382.1	$	471.8	$	983.9	$	4,137.9
Additions due to acquisitions	28.1		—		—		1,391.8		1,419.9
Assets held for sale	—		(1.7)		(229.4)		—		(231.1)
Foreign currency translation and other adjustments	(2.2)		(3.6)		2.0		(43.2)		(47.0)
Balance as of the end of the third quarter of 2023	$	2,326.0	$	376.8	$	244.4	$	2,332.5	$	5,279.7

NOTE 6. INVENTORIES

The components of inventory, net were as follows:

	Third Quarter of		Year End
As of	2023		2022
(In millions)
Raw materials	$	92.0	$	154.9
Work-in-process	9.8		13.1
Finished goods	155.4		234.5
Total inventories	$	257.2	$	402.5

NOTE 7. SEGMENT INFORMATION

We determined our operating segments based on how our Chief Operating Decision Maker (“CODM”) views and evaluates operations. Our reportable segments are described below:

•Buildings and Infrastructure. This segment primarily serves customers working in architecture, engineering, construction, and operations and maintenance.

•Geospatial. This segment primarily serves customers working in surveying, engineering, and government.

•Resources and Utilities. This segment primarily serves customers working in agriculture, forestry, and utilities.

•Transportation. This segment primarily serves customers working in long haul trucking and freight shipper markets.

The following Reporting Segment tables reflect the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformity with U.S. GAAP. This is consistent with the way the CODM evaluates each of the segment's performance and allocates resources.

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	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Third Quarter of 2023
Segment revenue	$	395.1	$	180.7	$	184.9	$	196.6	$	957.3
Segment operating income	113.5		57.9		69.2		35.8		276.4
Third Quarter of 2022
Segment revenue	$	363.6	$	184.2	$	191.7	$	145.4	$	884.9
Segment operating income	96.7		61.5		64.2		16.0		238.4
First Three Quarters of 2023
Segment revenue	$	1,204.6	$	526.0	$	589.5	$	546.2	$	2,866.3
Segment operating income	332.6		162.3		209.6		90.0		794.5
First Three Quarters of 2022
Segment revenue	$	1,143.8	$	585.4	$	636.4	$	454.2	$	2,819.8
Segment operating income	318.8		177.2		212.3		37.0		745.3

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
As of the end of the Third Quarter of 2023
Accounts receivable, net	$	255.9	$	133.0	$	78.8	$	173.7	$	641.4
Inventories	68.8		124.0		11.0		53.4		257.2
Goodwill	2,326.0		376.8		244.4		2,332.5		5,279.7
As of Year End 2022
Accounts receivable, net	$	305.1	$	137.2	$	79.2	$	121.8	$	643.3
Inventories	93.2		146.1		100.3		62.9		402.5
Goodwill	2,300.1		382.1		471.8		983.9		4,137.9

A reconciliation of our condensed consolidated segment operating income to condensed consolidated income before income taxes was as follows: 

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Consolidated segment operating income	$	276.4	$	238.4	$	794.5	$	745.3
Unallocated general corporate expenses	(25.4)		(28.5)		(86.4)		(91.6)
Amortization of purchased intangible assets	(58.9)		(31.0)		(155.7)		(97.9)
Acquisition / divestiture items	(22.0)		(9.1)		(55.5)		(20.3)
Stock-based compensation / deferred compensation	(37.9)		(31.7)		(115.4)		(82.9)
Restructuring and other costs	(10.9)		(15.7)		(29.6)		(38.4)
Consolidated operating income	121.3		122.4		351.9		414.2
Total non-operating income (expense), net	(41.9)		(4.5)		(54.4)		63.8
Consolidated income before taxes	$	79.4	$	117.9	$	297.5	$	478.0

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The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reporting Segment tables above.

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Third Quarter of 2023
North America	$	256.1	$	85.8	$	55.1	$	121.4	$	518.4
Europe	78.3		51.2		74.6		56.6		260.7
Asia Pacific	51.3		33.2		12.1		9.3		105.9
Rest of World	9.4		10.5		43.1		9.3		72.3
Total segment revenue	$	395.1	$	180.7	$	184.9	$	196.6	$	957.3
Third Quarter of 2022
North America	$	235.8	$	84.1	$	55.5	$	113.0	$	488.4
Europe	67.6		52.9		79.6		18.1		218.2
Asia Pacific	52.8		33.8		8.6		7.1		102.3
Rest of World	7.4		13.4		48.0		7.2		76.0
Total segment revenue	$	363.6	$	184.2	$	191.7	$	145.4	$	884.9
First Three Quarters of 2023
North America	$	773.9	$	233.0	$	159.8	$	359.1	$	1,525.8
Europe	259.4		158.8		254.9		138.1		811.2
Asia Pacific	148.4		104.7		42.6		23.9		319.6
Rest of World	22.9		29.5		132.2		25.1		209.7
Total segment revenue	$	1,204.6	$	526.0	$	589.5	$	546.2	$	2,866.3
First Three Quarters of 2022
North America	$	710.6	$	255.4	$	178.8	$	354.9	$	1,499.7
Europe	263.9		185.4		291.3		58.2		798.8
Asia Pacific	149.6		108.6		41.3		22.1		321.6
Rest of World	19.7		36.0		125.0		19.0		199.7
Total segment revenue	$	1,143.8	$	585.4	$	636.4	$	454.2	$	2,819.8

Total revenue in the United States as included in the Condensed Consolidated Statements of Income was $478.6 million and $444.5 million for the third quarter of 2023 and 2022, and $1,401.2 million and $1,358.9 million for the first three quarters of 2023 and 2022. No single customer or country other than the United States accounted for 10% or more of our total revenue.

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NOTE 8. DEBT

Debt consisted of the following:

		Third Quarter of			Year End
Instrument	Date of Issuance	2023			2022
(In millions)		Effective interest rate
Senior Notes:
Senior Notes, 4.15%, due June 2023	June 2018		$	—	$	300.0
Senior Notes, 4.75%, due December 2024	November 2014	4.95%	400.0		400.0
Senior Notes, 4.90%, due June 2028	June 2018	5.04%	600.0		600.0
Senior Notes, 6.10%, due March 2033	March 2023	6.13%	800.0		—
Credit Facilities:
2022 Revolving Credit Facility, due March 2027	September 2022	6.68%	210.0		225.0
Term Loan, due April 2026	April 2023	6.94%	500.0		—
Term Loan, due April 2028	April 2023	7.03%	500.0		—
Uncommitted Credit Facilities, floating rate		6.38%	58.3		—
Unamortized discount and issuance costs			(14.6)		(5.0)
Total debt			$	3,053.7	$	1,520.0
Less: Short-term debt			58.3		300.0
Long-term debt			$	2,995.4	$	1,220.0

Debt Maturities

At the end of the third quarter of 2023, our debt maturities based on outstanding principal were as follows (in millions):

Year Payable
2023 (Remaining)	$	58.3
2024	400.0
2025	—
2026	518.8
2027	253.7
Thereafter	1,837.5
Total	$	3,068.3

Senior Notes

All of our senior notes are unsecured obligations. Interest on the senior notes is payable semi-annually in June and December of each year, except for the interest on the 2033 senior notes payable in March and September. Additional details are unchanged from the information disclosed in Note 7 “Debt” of the 2022 Form 10-K.

During the second quarter of 2023, the $300 million senior notes due June 2023 matured and were repaid in full.

2033 Senior Notes

In March 2023, we issued an aggregate principal amount of $800.0 million in senior notes that will mature in March 2033. The proceeds were partly used to finance our acquisition of Transporeon. The interest is payable semi-annually in March and September of each year, commencing in September 2023.

Credit Facilities

2022 Term Loan Credit Agreement

On December 27, 2022, we entered into a $1.0 billion unsecured, delayed draw term loan credit agreement comprised of commitments for a 3-year tranche of $500.0 million and a 5-year tranche of $500.0 million. On April 3, 2023, both variable-rate term loans were drawn to fund the acquisition of Transporeon.

Prepayments are allowed without penalty and cannot be reborrowed.

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2022 Credit Facility and Amendment

In March 2022, we entered into a credit agreement maturing in March 2027. The 2022 credit facility provides for a five-year, unsecured revolving credit facility in an aggregate principal amount of $1.25 billion, and permits us, subject to the satisfaction of certain conditions, to increase the commitments for revolving loans by an aggregate principal amount of up to $500.0 million. The variable interest rate and commitment fees are based on our current long-term, senior unsecured debt ratings, our leverage ratio, and certain specified sustainability targets.

On December 27, 2022, we entered into an amendment to the 2022 credit facility that made available up to $600.0 million of the existing commitments for the acquisition of Transporeon and increased our maximum permitted leverage ratio following the closing of the acquisition. On April 3, 2023, we borrowed $225.0 million as part of the proceeds to finance the acquisition. For additional information related to the Transporeon acquisition, see Note 3 “Acquisition” of this report.

Uncommitted Facilities

At the end of the third quarter of 2023, we had two $75.0 million, one €100.0 million, and one £55.0 million revolving credit facilities, which are uncommitted. Generally, these variable-rate uncommitted facilities may be redeemed upon demand. Borrowings under the uncommitted facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet.

Covenants

The 2022 term loan credit agreement and 2022 credit facility, as amended, contain customary covenants including, among other requirements, limitations that restrict the Company’s and its subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness. Further, both debt agreements contain financial covenants that require the maintenance of maximum leverage and minimum interest coverage ratios. At the end of the third quarter of 2023, we were in compliance with the covenants for each of our debt agreements.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table summarizes the fair values of financial instruments at fair value on a recurring basis for the periods indicated and determined using the following inputs:

	Fair Values at the end of the third quarter of 2023								Fair Values at the end of 2022
	Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	(Level I)		(Level II)		(Level III)		Total		(Level I)		(Level II)		(Level III)		Total
Assets
Deferred compensation plan (1)	$	29.2	$	—	$	—	$	29.2	$	31.5	$	—	$	—	$	31.5
Derivatives (2)	—		0.1		—		0.1		—		18.0		—		18.0
Contingent consideration (3)	—		—		1.0		1.0		—		—		3.1		3.1
Total assets measured at fair value	$	29.2	$	0.1	$	1.0	$	30.3	$	31.5	$	18.0	$	3.1	$	52.6
Liabilities
Deferred compensation plan (1)	$	29.2	$	—	$	—	$	29.2	$	31.5	$	—	$	—	$	31.5
Derivatives (2)	—		0.4		—		0.4		—		0.2		—		0.2
Total liabilities measured at fair value	$	29.2	$	0.4	$	—	$	29.6	$	31.5	$	0.2	$	—	$	31.7

(1)Represents a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees included in Other non-current assets and Other non-current liabilities on our Condensed Consolidated Balance Sheets. The plan is invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets.

(2)Represents forward currency exchange contracts, and for 2022, a treasury rate lock contract, all that are included in Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets.

(3)Represents arrangements to receive payments from buyers of our divested companies that are included in Other current assets on our Condensed Consolidated Balance Sheets. The fair values are estimated using scenario-based methods based upon estimated future milestones.

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At the end of 2022, derivative assets included foreign currency exchange contracts and a treasury rate lock contract, both related to the acquisition of Transporeon and associated debt and were settled in the first two quarters of 2023. See Note 10 “Fair Value Measurements” of the 2022 Form 10-K for additional details.

Additional Fair Value Information

The total estimated fair value of all outstanding financial instruments that are not recorded at fair value on a recurring basis (debt) was approximately $3.0 billion and $1.5 billion at the end of the third quarter of 2023 and the end of 2022.

The fair value of the senior notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II. The fair values do not indicate the amount we would currently have to pay to extinguish the debt.

NOTE 10. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Deferred Revenue

Changes in our deferred revenue during the third quarter of 2023 and 2022 were as follows: 

	Third Quarter of				First Three Quarters of
(In millions)	2023		2022		2023		2022
Beginning balance of the period	$	745.6	$	685.2	$	737.6	$	631.8
Revenue recognized from prior year-end	(107.8)		(92.0)		(543.0)		(453.8)
Billings net of revenue recognized from current year and other	54.8		43.6		498.0		458.8
Ending balance of the period	$	692.6	$	636.8	$	692.6	$	636.8

Remaining Performance Obligations

At the end of the third quarter of 2023, approximately $1.5 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts. We expect to recognize $1.1 billion or 70% of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter. The remaining performance obligations exclude $43.5 million related to the pending Trimble Ag JV Transaction.

NOTE 11. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, restricted stock units, contingently issuable stock, and stock to be purchased under our employee stock purchase plan.

The following table shows the computation of basic and diluted earnings per share:

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions, except per share amounts)
Numerator:
Net income	$	74.9	$	85.8	$	248.3	$	364.1
Denominator:
Weighted-average number of common shares used in basic earnings per share	248.6		247.5		248.0		249.1
Effect of dilutive securities	1.1		1.4		1.1		1.7
Weighted-average number of common shares and dilutive potential common shares used in diluted earnings per share	249.7		248.9		249.1		250.8
Basic earnings per share	$	0.30	$	0.35	$	1.00	$	1.46
Diluted earnings per share	$	0.30	$	0.34	$	1.00	$	1.45
Antidilutive weighted-average shares (1)	1.3		1.7		1.7		1.5

(1)    Antidilutive stock-based awards are excluded from the calculation of diluted shares and diluted earnings per share because their impact would increase diluted earnings per share.

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NOTE 12. INCOME TAXES

For the third quarter, our effective income tax rate was 5.7%, as compared to 27.2% in the corresponding period in 2022. The decrease was primarily due to increases in tax benefit from U.S. federal R&D credit and foreign-derived intangible income in 2023, favorable geographic mix of earnings, and a tax charge associated with prior year divestiture gains. For the first three quarters, our effective income tax rate was 16.5%, as compared to 23.8% in the prior year. The decrease was primarily due to the same factors in the third quarter, partially offset by lower stock-based compensation deductions in the current year.

Unrecognized tax benefits of $62.0 million and $51.6 million at the end of the third quarter of 2023 and at the end of 2022, if recognized, would favorably affect the effective income tax rate in future periods. At the end of the third quarter of 2023 and at the end of 2022, we accrued interest and penalties of $10.9 million and $8.4 million. Although the timing of the resolution and/or closure of audits is not certain, we do not believe that our gross unrecognized tax benefits would materially change in the next twelve months.

NOTE 13. COMMITMENTS AND CONTINGENCIES

Commitments

At the end of the third quarter of 2023, we had unconditional purchase obligations of approximately $683.1 million. These unconditional purchase obligations primarily represent (i) open non-cancellable purchase orders for material purchases with our inventory vendors, and (ii) various non-cancelable agreements with certain service providers with minimum or fixed commitments.

Litigation

From time to time, we are involved in litigation arising in the ordinary course of our business. There are no material legal proceedings, other than ordinary routine litigation incidental to the business, that we or any of our subsidiaries is a party, or that any of our or our subsidiaries’ property is subject.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates during the first three quarters of 2023. For a complete discussion of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2022 Form 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

For a summary of recent accounting pronouncements applicable to our Condensed Consolidated Financial Statements, refer to Note 1 “Overview and Accounting Policies” of this report.

EXECUTIVE LEVEL OVERVIEW

We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Our comprehensive work process solutions are used across a range of industries including architecture, building construction, civil engineering, geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government. Our representative customers include construction owners, contractors, engineering and construction firms, surveying companies, farmers and agricultural companies, energy and utility companies, trucking companies, and state, federal, and municipal governments.

Our growth strategy is centered on multiple elements:

•Executing on our Connect and Scale strategy;

•Increasing focus on software and services;

•Focus on attractive markets with significant growth and profitability potential;

•Domain knowledge and technological innovation that benefits a diverse customer base;

•Geographic expansion with a localization strategy;

•Optimized go-to-market strategies to best access our markets;

•Strategic acquisitions, joint ventures, and investments; and

•Sustainability.

Our focus on these growth drivers has led over time to growth in revenue and profitability and an increasingly diversified business model. We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $1,935.1 million, which represents growth of 25% year-over-year at the end of the third quarter of 2023. Excluding the impact of foreign currency, acquisitions, and divestitures, ARR organic growth was 13%. This shift toward recurring revenue has positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses. Additionally, we continue to maintain focus on new product introductions and transitions to recurring revenue as evidenced by the Transporeon acquisition.

As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships.

Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, we refer to organic revenue growth, which is a non-GAAP measure. For a full definition of ARR, organic ARR, and organic revenue growth as used in this discussion and analysis, refer to the “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” found later in this Item 2.

Impact of Recent Events on Our Business

Acquisitions and Divestitures

We acquire businesses that align with our long-term growth strategies including our strategic product roadmap and, conversely, we divest certain business that no longer fit those strategies.

On September 28, 2023, we executed a definitive agreement with AGCO that provides for the formation of a JV with AGCO in the mixed fleet precision agriculture market (the “Trimble Ag JV Transaction”). Under the terms of the agreement, we will contribute our precision agriculture business (“Trimble Ag”), excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies, and AGCO will contribute its JCA Technologies business to the JV. We will sell an interest in the JV to AGCO for $2.0 billion in pre-tax cash proceeds, subject to working capital adjustments. Immediately following the closing of the Trimble Ag JV Transaction, we will own 15% of the JV and AGCO will own 85% of the JV.

22

Additionally, we plan to enter into the following agreements with AGCO as part of the overall transaction:

•a seven-year, renewable Supply Agreement through which we will provide key GNSS and guidance technologies to the JV for use in professional agriculture machines sold by AGCO, on an exclusive basis with limited exceptions;

•a Technology Transfer and License Agreement to govern the licensing of certain non-divested intellectual property and technology for use by the JV in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by the JV;

•a Trademark License Agreement to govern the licensing of certain Trimble trademarks for use by the JV in the agriculture field;

•a Positioning Services Agreement through which the JV will serve as our channel partner for the positioning services in the agriculture market; and

•a Transition Services Agreement to provide contract manufacturing services for the divested products for two years following closing of the Transaction.

The formation of the JV is expected to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market to help farmers drive productivity, efficiency, and sustainability. Additionally, the transaction is expected to (i) simplify our Connect and Scale strategy, (ii) reduce risk of channel transition in the agriculture market, and (iii) enhance our financial profile and flexibility with a resulting higher mix of software, services, and recurring revenue, as well as repaying $1.1 billion of our debt and repurchasing our shares through use of the net proceeds.

The transaction is expected to close in the first half of 2024 and is subject to customary closing conditions, including regulatory approvals. Trimble Ag is reported as a part of our Resources and Utilities segment.

The assets and liabilities of Trimble Ag that are subject to the transaction were classified as held for sale at the end of the third quarter of 2023. See Note 4 “Assets Held for Sale” of this report.

On April 3, 2023, we acquired all of the outstanding shares of Transporeon in an all-cash transaction valued at €1.9 billion or $2.1 billion. Transporeon is a Germany-based company and leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, which aligns with our Connect and Scale strategy. By combining Transporeon’s operations with ours, we expect economies of scale and meaningful synergies such as acceleration of recurring revenue, expansion of the addressable market, cross-sell opportunities, and enhanced productivity and sustainability solutions for our customers. Transporeon is reported in our Transportation segment. We have included the financial results of Transporeon in our Condensed Consolidated Financial Statements starting in the second quarter of 2023.

Macroeconomic Conditions

Macroeconomic conditions, including geopolitical tensions, such as the ongoing military conflicts in the Middle East and between Russia and Ukraine and related sanctions, exchange rate and interest rate volatility, and inflationary pressures, will continue to evolve globally.

In the first three quarters of 2023, as compared to the prior year, our organic hardware sales declined and bookings moderated as dealers moved toward lower levels of inventories due to improved product lead times and macroeconomic concerns. Geospatial, Buildings and Infrastructure, and Resources and Utilities all had strong hardware sales in the prior year. Due to previously extended component lead times, we made binding commitments over a longer horizon for certain components. We expect that our inventory levels will normalize over the first half of 2024. However, as our inventory levels continue to normalize, macroeconomic conditions, including rising interest rates and inflation, could negatively impact the timing of inventory normalization.

Global inflation has risen sharply, and interest rates are rising in an effort to curb inflation. These macroeconomic conditions have had and are expected to have a negative impact on our results of operations. Additionally, we may experience higher borrowing costs on variable-rate debt. At the end of the third quarter of 2023, our outstanding balance of variable-rate debt was $1.3 billion.

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RESULTS OF OPERATIONS

Overview

The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:

	Third Quarter of									First Three Quarters of
	2023			2022			Dollar Change		% Change	2023			2022			Dollar Change		% Change
(In millions, except per share amounts)
Revenue:
Product	$	444.0		$	472.5		$	(28.5)	(6)%	$	1,368.9		$	1,570.3		$	(201.4)	(13)%
Subscription and services	513.3			412.4			100.9		24%	1,497.4			1,249.5			247.9		20%
Total revenue	$	957.3		$	884.9		$	72.4	8%	$	2,866.3		$	2,819.8		$	46.5	2%
Gross margin	$	590.2		$	515.4		$	74.8	15%	$	1,755.5		$	1,602.5		$	153.0	10%
Gross margin as a % of revenue	61.7		%	58.2		%				61.2		%	56.8		%
Operating income	$	121.3		$	122.4		$	(1.1)	(1)%	$	351.9		$	414.2		$	(62.3)	(15)%
Operating income as a % of revenue	12.7		%	13.8		%				12.3		%	14.7		%
Diluted earnings per share	$	0.30		$	0.34		$	(0.04)	(12)%	$	1.00		$	1.45		$	(0.45)	(31)%
Non-GAAP operating income (1)	$	251.0		$	209.9		$	41.1	20%	$	708.1		$	653.7		$	54.4	8%
Non-GAAP operating income as a % of revenue(1)	26.2		%	23.7		%				24.7		%	23.2		%
Non-GAAP diluted earnings per share (1)	$	0.68		$	0.66		$	0.02	3%	$	2.04		$	2.04		$	—	NM
Annualized Recurring Revenue (“ARR”) (1)	$	1,935.1		$	1,546.8		$	388.3	25%	N/A			N/A			N/A		N/A

(1)    Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions.

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Third Quarter and First Three Quarters of 2023 as Compared to 2022

Revenue

Change versus the corresponding period in 2022	Third Quarter of 2023						First Three Quarters of 2023
	% Change						% Change
	Product		Subscription and Services		Total Revenue		Product		Subscription and Services		Total Revenue
Change in Revenue	(6)	%	24	%	8	%	(13)	%	20	%	2	%
Acquisitions	1	%	11	%	6	%	1	%	9	%	4	%
Divestitures	—	%	(1)	%	(1)	%	(4)	%	(1)	%	(3)	%
Foreign currency exchange	1	%	1	%	1	%	—	%	(1)	%	—	%
Organic growth	(8)	%	13	%	2	%	(10)	%	13	%	1	%

Organic total revenue increased for the third quarter and first three quarters, with strong growth coming from recurring revenue.

Organic product revenue decreased for the third quarter due to weakening end-user demand for our hardware products reflecting lower demand across markets, amid macroeconomic concerns. The first three quarters’ decline was also impacted by changes in dealer inventory levels due to improved product lead times. The decreases were in Buildings and Infrastructure, Resources and Utilities, and Geospatial.

Organic subscription and services revenue for the third quarter and first three quarters was up primarily due to strong growth across all segments, particularly for Buildings and Infrastructure. The recurring growth was driven by increased subscription and term license sales to new and existing customers, as evidenced by overall organic ARR growth of 13%.

Gross Margin

Gross margin and gross margin as a percentage of revenue increased for the third quarter and first three quarters due to strong growth of software and subscription revenue, favorable pricing and costs, as well as a higher margin mix within our product offerings.

Operating Income

Operating income and operating income as a percentage of revenue decreased for the third quarter and first three quarters primarily due to increased operating expense, partially offset by gross margin expansion. Operating expense increased primarily associated with the Transporeon acquisition, including higher amortization of purchased intangible assets and acquisition costs. In addition, we incurred higher research and development and general and administrative costs, including investments related to our Connect and Scale strategy.

Research and Development, Sales and Marketing, and General and Administrative Expense

The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses as a percentage of revenue for the periods indicated:

	Third Quarter of									First Three Quarters of
	2023			2022			Dollar Change		% Change	2023			2022			Dollar Change		% Change
(In millions)
Research and development	$	162.5		$	127.0		$	35.5	28%	$	496.6		$	407.4		$	89.2	22%
Percentage of revenue	17.0		%	14.4		%				17.3		%	14.4		%
Sales and marketing	$	146.2		$	137.1		$	9.1	7%	$	436.9		$	407.9		$	29.0	7%
Percentage of revenue	15.3		%	15.5		%				15.2		%	14.5		%
General and administrative	$	117.2		$	109.6		$	7.6	7%	$	369.2		$	318.0		$	51.2	16%
Percentage of revenue	12.2		%	12.4		%				12.9		%	11.3		%
Total	$	425.9		$	373.7		$	52.2	14%	$	1,302.7		$	1,133.3		$	169.4	15%

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R&D expense increased for the third quarter and first three quarters primarily due to higher compensation expense and the impact of the Transporeon acquisition. For the first three quarters, the increase was partially offset by divestitures. We believe that the development and introduction of new solutions are critical to our future success, and we expect to continue the active development of new products.

S&M expense increased for the third quarter and first three quarters primarily due to the impact of the Transporeon acquisition. For the first three quarters, the increase also was driven by higher consulting, advertising, and trade show costs, partially offset by divestitures.

G&A expense increased for the third quarter and first three quarters primarily due to the impact of the Transporeon acquisition and higher compensation expense.

Amortization of Purchased Intangible Assets

	Third Quarter of									First Three Quarters of
	2023			2022			Dollar Change		% Change	2023			2022			Dollar Change		% Change
(In millions)
Cost of sales	$	27.7		$	19.9		$	7.8	39%	$	80.9		$	63.4		$	17.5	28%
Operating expenses	31.2			11.1			20.1		181%	74.8			34.5			40.3		117%
Total amortization expense of purchased intangibles	$	58.9		$	31.0		$	27.9	90%	$	155.7		$	97.9		$	57.8	59%
Total amortization expense of purchased intangibles as a percentage of revenue	6		%	4		%				5		%	3		%

Total amortization expense of purchased intangibles increased for the third quarter and first three quarters primarily due to amortization of intangibles acquired from the Transporeon acquisition, which were not applicable in the prior year.

Non-operating Income (Expense), Net

The components of non-operating income (expense), net, were as follows:

	Third Quarter of							First Three Quarters of
	2023		2022		Dollar Change		% Change	2023		2022		Dollar Change		% Change
(In millions)
Divestitures gain, net	$	5.5	$	6.0	$	(0.5)	(8)%	$	10.6	$	103.1	$	(92.5)	(90)%
Interest expense, net	(46.8)		(15.6)		(31.2)		200%	(113.2)		(46.9)		(66.3)		141%
Income from equity method investments, net	5.2		6.8		(1.6)		(24)%	24.6		22.3		2.3		10%
Other income (expense), net	(5.8)		(1.7)		(4.1)		241%	23.6		(14.7)		38.3		(261)%
Total non-operating income (expense), net	$	(41.9)	$	(4.5)	$	(37.4)	831%	$	(54.4)	$	63.8	$	(118.2)	(185)%

Non-operating expense, net increased for the third quarter and first three quarters primarily due to lower net gains from divestitures and higher interest expense from the new debt associated with the Transporeon acquisition. For the first three quarters, the increase was partially offset by a $27.6 million foreign currency exchange contract gain related to the Transporeon acquisition as well as fluctuations in the deferred compensation plan assets included in Other income (expense), net.

Income Tax Provision

For the third quarter, our effective income tax rate was 5.7%, as compared to 27.2% in the corresponding period in 2022. The decrease was primarily due to increases in tax benefit from U.S. federal R&D credit and foreign-derived intangible income in 2023, favorable geographic mix of earnings, and a tax charge associated with prior year divestiture gains. For the first three quarters, our effective income tax rate was 16.5%, as compared to 23.8% in the prior year. The decrease was primarily due to the same factors in the third quarter, partially offset by lower stock-based compensation deductions in the current year.

Results by Segment

We report our financial performance, including revenue and operating income, based on four reportable segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation.

Our Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of our reportable operating segments under our management reporting system. For additional discussion of our segments, refer to Note 7 “Segment Information” of this report.

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The following table is a summary of revenue and operating income by segment compared for the periods indicated:

	Third Quarter of									First Three Quarters of
	2023			2022			Dollar Change		% Change	2023			2022			Dollar Change		% Change
(In millions)
Buildings and Infrastructure
Segment revenue	$	395.1		$	363.6		$	31.5	9%	$	1,204.6		$	1,143.8		$	60.8	5%
Segment revenue as a % of total revenue	41		%	41		%				42		%	41		%
Segment operating income	$	113.5		$	96.7		16.8		17%	$	332.6		$	318.8		13.8		4%
Segment operating income as a % of segment revenue	28.7		%	26.6		%				27.6		%	27.9		%
Geospatial
Segment revenue	$	180.7		$	184.2		(3.5)		(2)%	$	526.0		$	585.4		(59.4)		(10)%
Segment revenue as a % of total revenue	19		%	21		%				18		%	21		%
Segment operating income	$	57.9		$	61.5		(3.6)		(6)%	$	162.3		$	177.2		(14.9)		(8)%
Segment operating income as a % of segment revenue	32.0		%	33.4		%				30.9		%	30.3		%
Resources and Utilities
Segment revenue	$	184.9		$	191.7		(6.8)		(4)%	$	589.5		$	636.4		(46.9)		(7)%
Segment revenue as a % of total revenue	19		%	22		%				21		%	22		%
Segment operating income	$	69.2		$	64.2		5.0		8%	$	209.6		$	212.3		(2.7)		(1)%
Segment operating income as a % of segment revenue	37.4		%	33.5		%				35.6		%	33.4		%
Transportation
Segment revenue	$	196.6		$	145.4		51.2		35%	$	546.2		$	454.2		92.0		20%
Segment revenue as a % of total revenue	21		%	16		%				19		%	16		%
Segment operating income	$	35.8		$	16.0		19.8		124%	$	90.0		$	37.0		53.0		143%
Segment operating income as a % of segment revenue	18.2		%	11.0		%				16.5		%	8.1		%

The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes:

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Consolidated segment operating income	$	276.4	$	238.4	$	794.5	$	745.3
Unallocated general corporate expenses	(25.4)		(28.5)		(86.4)		(91.6)
Amortization of purchased intangible assets	(58.9)		(31.0)		(155.7)		(97.9)
Acquisition / divestiture items	(22.0)		(9.1)		(55.5)		(20.3)
Stock-based compensation / deferred compensation	(37.9)		(31.7)		(115.4)		(82.9)
Restructuring and other costs	(10.9)		(15.7)		(29.6)		(38.4)
Consolidated operating income	121.3		122.4		351.9		414.2
Total non-operating income (expense), net	(41.9)		(4.5)		(54.4)		63.8
Consolidated income before taxes	$	79.4	$	117.9	$	297.5	$	478.0

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Buildings and Infrastructure

	Third Quarter of 2023		First Three Quarters of 2023
Change versus the corresponding period in 2022	% Change		% Change
Change in Revenue - Buildings and Infrastructure	9	%	5	%
Acquisitions	2	%	3	%
Divestitures	—	%	(3)	%
Foreign currency exchange	1	%	(1)	%
Organic growth	6	%	6	%

Organic revenue increased for the third quarter and first three quarters due to strong demand for our subscription and term license software and good net retention. The increases resulted from higher sales to new and existing customers as well as conversions to recurring offerings. Perpetual software revenue increased due to civil construction software application sales. In the third quarter, the increase in organic revenue was offset by lower civil construction hardware sales due to weakening end-user demand. For the first three quarters, organic revenue was also negatively impacted by changes in dealer inventory levels.

Operating income increased for the third quarter and first three quarters primarily due to higher revenue and gross margin expansion, offset by increased operating expense associated with revenue growth as well as investments, including our Connect and Scale strategy. Operating income as a percentage of revenue increased for the third quarter due to the same factors. Operating income as a percentage of revenue was relatively flat for the first three quarters.

Geospatial

	Third Quarter of 2023		First Three Quarters of 2023
Change versus the corresponding period in 2022	% Change		% Change
Change in Revenue - Geospatial	(2)	%	(10)	%
Divestitures	(1)	%	(5)	%
Foreign currency exchange	1	%	—	%
Organic growth	(2)	%	(5)	%

Organic revenue decreased for the third quarter due to weakening end-user demand, partially offset by higher U.S. Federal government sales. For the first three quarters, hardware and related perpetual software sales were also negatively impacted by changes in dealer inventory levels.

Operating income decreased for the third quarter and first three quarters primarily due to reduced revenue, partially offset by gross margin expansion and operating expense control. Operating income as a percentage of revenue decreased for the third quarter due to the same factors. Operating income as a percentage of revenue was relatively flat for the first three quarters.

Resources and Utilities

	Third Quarter of 2023		First Three Quarters of 2023
Change versus the corresponding period in 2022	% Change		% Change
Change in Revenue - Resources and Utilities	(4)	%	(7)	%
Acquisitions	—	%	1	%
Divestitures	(1)	%	(1)	%
Foreign currency exchange	1	%	—	%
Organic growth	(4)	%	(7)	%

Organic revenue decreased for the third quarter and first three quarters from weaker dealer aftermarket sales due to robust market strength in the prior year and impacts related to changes in our distribution network. The declines were partially offset by an increase in subscription and services revenue, mainly from positioning services, forestry, and utilities businesses.

Operating income and operating income as a percentage of revenue increased for the third quarter primarily due to gross margin expansion, partially offset by higher operating expense. Operating income for the first three quarters was relatively flat, and operating income as a percentage of revenue was slightly up due to gross margin expansion.

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Transportation

	Third Quarter of 2023		First Three Quarters of 2023
Change versus the corresponding period in 2022	% Change		% Change
Change in Revenue - Transportation	35	%	20	%
Acquisitions	28	%	18	%
Divestitures	(1)	%	(3)	%
Foreign currency exchange	1	%	—	%
Organic growth	7	%	5	%

Organic revenue increased for the third quarter and first three quarters primarily driven by enterprise and MAPS subscription revenue growth. Additionally, North American Mobility hardware sales increased in the third quarter.

Operating income and operating income as a percentage of revenue increased for the third quarter and first three quarters primarily due to the impact of the Transporeon acquisition, as well as organic revenue growth, gross margin expansion, and targeted cost reductions.

LIQUIDITY AND CAPITAL RESOURCES

	Third Quarter of			Year End
As of	2023			2022			Dollar Change		% Change
(In millions, except percentages)
Cash and cash equivalents (1)	$	222.9		$	271.0		$	(48.1)	(18)	%
As a percentage of total assets	2.4		%	3.7		%
Principal balance of outstanding debt	$	3,068.3		$	1,525.0		$	1,543.3	101	%
	First Three Quarters of
	2023			2022			Dollar Change		% Change
(In millions)
Net cash provided by operating activities	$	498.2		$	285.1		$	213.1	75	%
Net cash used in investing activities	(2,064.4)			(152.2)			(1,912.2)		1256	%
Net cash provided by (used in) financing activities	1,520.7			(115.0)			1,635.7		(1422)	%
Effect of exchange rate changes on cash and cash equivalents	(2.6)			(34.9)			32.3		(93)	%
Net decrease in cash and cash equivalents	$	(48.1)		$	(17.0)

(1) Includes $6.1 million of cash and cash equivalents classified as held for sale as of September 29, 2023.

Operating Activities

The increase in cash provided by operating activities was primarily driven by a reduction in inventory purchases in the current year, and incentive compensation payouts and tax payments in the prior year. The increase was partially offset by a decrease in deferred revenue due to the timing of billings and higher interest payments.

Investing Activities

The increase in cash used in investing activities was primarily due to the Transporeon acquisition and higher divestiture proceeds in the prior year.

Financing Activities

The increase in cash provided by financing activities was driven by proceeds from our $800.0 million issuance of the 2033 senior notes, borrowings of $1.0 billion in term loans in the current year, and common stock repurchases occurring in the prior year. The increase was partially offset by the repayment of the 2023 senior notes.

Cash and Cash Equivalents

We believe that our cash and cash equivalents and borrowings, along with cash provided by operations will be sufficient in the foreseeable future to meet our anticipated operating cash needs, debt service, expenditures related to our Connect and Scale strategy, and any acquisitions.

Our 2022 credit facility allows us to borrow up to $1.25 billion, with an option to increase the borrowings up to $1.75 billion with lender approval. As of September 29, 2023, $210.0 million was outstanding under the 2022 credit facility.

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Our 2023 senior notes totaling $300.0 million matured and were paid in June 2023.

In the second quarter of 2023, we acquired Transporeon, which was funded through a combination of $1.0 billion of term loans, $225.0 million drawn on the 2022 credit facility, as amended, and the 2033 senior notes, see Note 3 “Acquisition” of this report.

In the third quarter of 2023, we executed a definitive agreement to contribute our Trimble Ag business to a newly formed JV with AGCO and sell 85% of the stake in the JV to AGCO for $2.0 billion in pre-tax cash proceeds, subject to certain adjustments. See Note 4 “Assets Held for Sale” of this report. Although we will continue to evaluate the optimal capital structure for our business following the completion of the pending sale, we expect to use the $1.5 billion of estimated proceeds after tax to repay approximately $1.1 billion in debt and repurchase shares.

As a result of R&D cost capitalization for tax purposes, our tax cash costs in 2022 were approximately $88.0 million higher than they would have been had R&D costs continued to be expensed upfront for tax purposes. In 2023, we are expecting to pay approximately $60.0 million relating to this provision. The majority relates to Federal tax liability and will be paid during the fourth quarter of 2023, as we qualified for payment postponement under the IRS relief initiative for California disaster area taxpayers.

Our cash requirements have not otherwise materially changed since the 2022 Form 10-K.

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SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES AND ANNUALIZED RECURRING REVENUE

To supplement our consolidated financial information, we included non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP. We believe non-GAAP financial measures provide useful information to investors and others in understanding our “core operating performance”, which excludes (i) the effect of non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.

Organic revenue growth is a non-GAAP measure that refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that are not indicative of ongoing performance or impact comparability with the prior year. We provide a reconciliation table showing the change in revenue growth to organic revenue growth in the “Results of Operations” section found earlier in this Item 2.

In addition to providing non-GAAP financial measures, we disclose Annualized Recurring Revenue (“ARR”) to give the investors supplementary indicators of the value of our current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. ARR is calculated by taking our subscription, maintenance and support, and recurring transaction revenue for the current quarter and adding the portion of the contract value of all of our term licenses attributable to the current quarter, and dividing that sum by the number of days in the quarter and then multiplying that quotient by 365. Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures. ARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items.

The non-GAAP financial measures, definitions, and explanations to the adjustments to comparable GAAP measures are included below:

		Third Quarter of								First Three Quarters of
		2023				2022				2023				2022
		Dollar		% of		Dollar		% of		Dollar		% of		Dollar		% of
(In millions, except per share amounts)		Amount		Revenue		Amount		Revenue		Amount		Revenue		Amount		Revenue
REVENUE:
GAAP revenue:		$	957.3			$	884.9			$	2,866.3			$	2,819.8
GROSS MARGIN:
GAAP gross margin:		$	590.2	61.7	%	$	515.4	58.2	%	$	1,755.5	61.2	%	$	1,602.5	56.8	%
Amortization of purchased intangible assets	(A)	27.7				19.9				80.9				63.4
Acquisition / divestiture items	(B)	—				—				0.4				—
Stock-based compensation / deferred compensation	(C)	3.8				3.4				11.4				8.7
Restructuring and other costs	(D)	0.1				(0.1)				(0.6)				1.0
Non-GAAP gross margin:		$	621.8	65.0	%	$	538.6	60.9	%	$	1,847.6	64.5	%	$	1,675.6	59.4	%
OPERATING EXPENSES:
GAAP operating expenses:		$	468.9	49.0	%	$	393.0	44.4	%	$	1,403.6	49.0	%	$	1,188.3	42.1	%
Amortization of purchased intangible assets	(A)	(31.2)				(11.1)				(74.8)				(34.5)
Acquisition / divestiture items	(B)	(22.0)				(9.1)				(55.1)				(20.3)
Stock-based compensation / deferred compensation	(C)	(34.1)				(28.3)				(104.0)				(74.2)
Restructuring and other costs	(D)	(10.8)				(15.8)				(30.2)				(37.4)
Non-GAAP operating expenses:		$	370.8	38.7	%	$	328.7	37.1	%	$	1,139.5	39.8	%	$	1,021.9	36.2	%
OPERATING INCOME:
GAAP operating income:		$	121.3	12.7	%	$	122.4	13.8	%	$	351.9	12.3	%	$	414.2	14.7	%
Amortization of purchased intangible assets	(A)	58.9				31.0				155.7				97.9
Acquisition / divestiture items	(B)	22.0				9.1				55.5				20.3
Stock-based compensation / deferred compensation	(C)	37.9				31.7				115.4				82.9
Restructuring and other costs	(D)	10.9				15.7				29.6				38.4
Non-GAAP operating income:		$	251.0	26.2	%	$	209.9	23.7	%	$	708.1	24.7	%	$	653.7	23.2	%

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		Third Quarter of								First Three Quarters of
		2023				2022				2023				2022
NON-OPERATING INCOME (EXPENSE), NET:
GAAP non-operating income (expense), net:		$	(41.9)			$	(4.5)			$	(54.4)			$	63.8
Acquisition / divestiture items	(B)	(5.1)				(5.6)				(37.6)				(103.0)
Deferred compensation	(C)	0.8				0.2				(2.9)				10.5
Restructuring and other costs	(D)	0.1				—				1.4				0.1
Non-GAAP non-operating expense, net:		$	(46.1)			$	(9.9)			$	(93.5)			$	(28.6)
				GAAP and Non-GAAP Tax Rate %				GAAP and Non-GAAP Tax Rate %				GAAP and Non-GAAP Tax Rate %				GAAP and Non-GAAP Tax Rate %
				(G)				(G)				(G)				(G)
INCOME TAX PROVISION:
GAAP income tax provision:		$	4.5	5.7	%	$	32.1	27.2	%	$	49.2	16.5	%	$	113.9	23.8	%
Non-GAAP items tax effected	(E)	7.2				22.3				48.6				34.7
Difference in GAAP and Non-GAAP tax rate	(F)	23.0				(18.4)				9.7				(33.9)
Non-GAAP income tax provision:		$	34.7	16.9	%	$	36.0	18.0	%	$	107.5	17.5	%	$	114.7	18.3	%
NET INCOME:
GAAP net income:		$	74.9			$	85.8			$	248.3			$	364.1
Amortization of purchased intangible assets	(A)	58.9				31.0				155.7				97.9
Acquisition / divestiture items	(B)	16.9				3.5				17.9				(82.7)
Stock-based compensation / deferred compensation	(C)	38.7				31.9				112.5				93.4
Restructuring and other costs	(D)	11.0				15.7				31.0				38.5
Non-GAAP tax adjustments	(E) - (F)	(30.2)				(3.9)				(58.3)				(0.8)
Non-GAAP net income:		$	170.2			$	164.0			$	507.1			$	510.4
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share:		$	0.30			$	0.34			$	1.00			$	1.45
Amortization of purchased intangible assets	(A)	0.24				0.13				0.63				0.39
Acquisition / divestiture items	(B)	0.07				0.01				0.07				(0.33)
Stock-based compensation / deferred compensation	(C)	0.15				0.13				0.45				0.38
Restructuring and other costs	(D)	0.04				0.06				0.12				0.15
Non-GAAP tax adjustments	(E) - (F)	(0.12)				(0.01)				(0.23)				—
Non-GAAP diluted net income per share:		$	0.68			$	0.66			$	2.04			$	2.04
ADJUSTED EBITDA:
GAAP net income:		$	74.9			$	85.8			$	248.3			$	364.1
Non-operating income (expense), net and income tax provision		46.4				36.6				103.6				50.1
GAAP operating income:		121.3				122.4				351.9				414.2
Amortization of purchased intangible assets	(A)	58.9				31.0				155.7				97.9
Acquisition / divestiture items	(B)	22.0				9.1				55.5				20.3
Stock-based compensation / deferred compensation	(C)	37.9				31.7				115.4				82.9
Restructuring and other costs	(D)	10.9				15.7				29.6				38.4
Non-GAAP operating income:		251.0				209.9				708.1				653.7
Depreciation expense and cloud computing amortization		12.0				11.4				35.8				32.9
Income from equity method investments, net		5.2				6.8				24.6				22.3
Adjusted EBITDA		$	268.2	28.0	%	$	228.1	25.8	%	$	768.5	26.8	%	$	708.9	25.1	%

Non-GAAP Definitions

Non-GAAP gross margin

We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions, and manufacturing costs influence our business.

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Non-GAAP operating expenses

We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.

Non-GAAP operating income

We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending.

Non-GAAP non-operating expense, net

We define Non-GAAP non-operating expense, net as GAAP non-operating income (expense), net, excluding acquisition/divestiture items, deferred compensation, and restructuring and other costs. We believe this measure helps investors evaluate our non-operating expense trends.

Non-GAAP income tax provision

We define Non-GAAP income tax provision as GAAP income tax provision, excluding charges and benefits such as net deferred tax impacts resulting from the non-U.S. intercompany transfer of intellectual property, tax law changes, and significant one-time reserve releases upon the statute of limitations expirations. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation and a difference in the GAAP and non-GAAP tax rates.

Non-GAAP net income

We define Non-GAAP net income as GAAP net income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. This measure provides a supplemental view of net income trends, which are driven by non-GAAP income before taxes and our non-GAAP tax rate.

Non-GAAP diluted net income per share

We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the company.

Adjusted EBITDA

We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is not intended to purport to be an alternative to net income or operating income as a measure of operating performance or cash flow from operating activities as a measure of liquidity. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, and amortization of purchased intangibles and cloud computing costs.

Explanations of Non-GAAP adjustments

(A).Amortization of purchased intangible assets. Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.

(B).Acquisition / divestiture items. Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other closing costs, including the acceleration of acquisition stock options and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes unusual one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment impairments. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.

(C).Stock-based compensation / deferred compensation. Non-GAAP gross margin and operating expenses exclude stock-based compensation and income or expense associated with movement in our non-qualified deferred compensation plan

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liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.

(D).Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of termination benefits related to reductions in employee headcount and closure or exit of facilities, executive severance agreements, business exit costs, as well as a $20 million commitment to donate to the Trimble Foundation that was paid over four quarters ending in the first quarter of 2023.

(E).Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) - (D) on non-GAAP net income.

(F).Difference in GAAP and Non-GAAP tax rate. This amount represents the difference between the GAAP and non-GAAP tax rates applied to the non-GAAP operating income plus the non-GAAP non-operating expense, net. The non-GAAP tax rate excludes charges and benefits such as net deferred tax impacts resulting from a non-U.S. intercompany transfer of intellectual property and significant one-time reserve releases upon statute of limitations expirations.

(G).GAAP and non-GAAP tax rate percentages. These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by our board of directors.

Market Interest Rate Risk

Our cash equivalents consisted primarily of interest and non-interest bearing bank deposits as well as bank time deposits. The main objective of these instruments is safety of principal and liquidity while maximizing return, without significantly increasing risk. Due to the nature of our cash equivalents that are readily convertible to cash, we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.

In the second quarter of 2023, we borrowed $1.2 billion of variable-rate debt in conjunction with the Transporeon acquisition. At the end of the third quarter of 2023, our outstanding balance of variable-rate debt was $1.3 billion. We are exposed to market risk due to the possibility of changing interest rates. While not predictive, a hypothetical 50 basis point increase in interest rates on our variable-rate debt would result in an increase of approximately $6.4 million in annual interest expense.

Foreign Currency Exchange Rate Risk

We operate in international markets, which expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. Dollar and various foreign currencies, the most significant of which is the Euro. In addition, volatile market conditions could result in changes in exchange rates.

Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euro. Additionally, a portion of our expenses, primarily the cost to manufacture, cost of personnel to deliver technical support on our products and professional services, sales and sales support, and research and development are denominated in foreign currencies, primarily the Euro.

Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations, which can affect our operating income. As exchange rates vary, operating income may differ from expectations. In the third quarter, favorable impacts from foreign currency exchange rates were $9.6 million on revenue and $0.5 million on operating income. In the first three quarters of 2023, unfavorable impacts from foreign currency exchange rates were $8.8 million on revenue and $5.8 million on operating income.

We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and intercompany receivables and payables, primarily denominated in Euro, Canadian Dollars, New Zealand Dollars, British Pound, and Brazilian Real. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. We occasionally enter into foreign currency exchange contracts to hedge the purchase price of some of our larger business acquisitions.

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Our foreign currency contracts are marked-to-market through earnings every period and generally range in maturity from one to two months, or from four to six months for acquisitions. We do not enter into foreign currency contracts for trading purposes. Foreign currency forward contracts outstanding at the end of the third quarter of 2023 and at the end of 2022 are summarized as follows (in millions):

	Third Quarter of 2023				Year End 2022
	Nominal  Amount		Fair Value		Nominal  Amount		Fair Value
Forward contracts:
Purchased	$	(159.5)	$	(0.4)	$	(77.9)	$	—
Sold	61.8		0.1		130.6		0.2
Foreign currency exchange contract related to acquisition	—		—		1,999.4		10.4

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

The management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b) Internal Control Over Financial Reporting.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in litigation arising out of the ordinary course of our business. There are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries' property is subject.

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ITEM 1A. RISK FACTORS

There have been no material changes to our risk factor disclosures since our 2022 Form 10-K except for the one listed below. The risk factors described in the 2022 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or operating results.

The announced contribution of Trimble Ag to a newly formed JV and the sale of a majority interest in the JV are subject to various risks and uncertainties.

In September 2023, we signed a definitive agreement to contribute our Trimble Ag business, excluding certain GNSS and guidance technologies, to a joint venture (“JV”) with AGCO, of which we will retain a 15% stake. The transaction is expected to close in the first half of 2024. The pending transaction may not be completed in accordance with announced plans, on the currently expected timeline, or at all, and the pending sale may be disruptive to our business operations and adversely affect our profitability. In addition, the risks and uncertainties associated with the new JV include that (i) we may fail to realize the anticipated benefits of the formation of the JV, (ii) the closing of the transaction is subject to conditions that may not be satisfied or may take longer to be satisfied than expected, (iii) the benefits from the long-term Supply Agreement, the Technology Transfer and License Agreement, the Trademark License Agreement, and the Transition Services Agreement with the JV will be dependent upon the JV’s ability to successfully develop and market products, (iv) we may fail to realize the benefits of our noncontrolling stake in the JV, (v) unanticipated difficulties may arise in separating the precision agriculture business, (vi) unanticipated factors may arise affecting the cost of operating the JV as a standalone business, (vii) we may be unable to successfully integrate AGCO's JCA Technologies business into the JV, (viii) the use of proceeds may be affected by market conditions and alternative uses that become more attractive over time, (ix) the development of technology synergies will depend on the level of research and development spending and the success of future innovation, and (x) we may fail to obtain governmental or regulatory approval that may be required for the proposed transaction, or that, if such approval is obtained, the approval may be obtained subject to unexpected conditions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

(c) None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plan

During the third quarter of 2023, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangements or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K under the Exchange Act).

ITEM 6. EXHIBITS

We have filed, or incorporated into the Report by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this report.

EXHIBIT INDEX

Exh. No.	Description of Exhibit	Filed or furnished herewith or incorporated by reference to:
2.1	Sale and Purchase Agreement, dated December 11, 2022, by and among the Company, Trimble Trailblazer GmbH, and Spider Investments Luxembourg S.à r.l.	Exhibit 2.1 to Form 8-K/A filed Dec. 21, 2022
2.2	Sale and Contribution Agreement, dated September 28, 2023, by and among the Company, Trimble Solutions, LLC, and AGCO Corporation	Exhibit 10.1 to Form 8-K/A filed Sep. 29, 2023
3.1	Certificate of Incorporation of Trimble Inc.	Exhibit 3.1 to Form 8-K filed Oct. 3, 2016
3.2	Amended and Restated By-Laws of Trimble Inc. (effective June 1, 2023)	Exhibit 3.1 to Form 8-K filed Jun. 6, 2023
10.1	Incentive Compensation Recoupment Policy of the Company, as amended September 24, 2023	Filed herewith
31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
32.2	Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023, formatted in Inline XBRL, tagged as blocks of text and including detailed tags: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104	The cover page from this Report on Form 10-Q, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRIMBLE INC. (Registrant)
By:	/s/  DAVID G. BARNES
	David G. Barnes Chief Financial Officer (Authorized Officer and Principal Financial Officer)

DATE: November 3, 2023

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EX-10.1

TRIMBLE INC.

INCENTIVE COMPENSATION RECOUPMENT POLICY

as amended September 24, 2023

The Board of Directors (the “Board”) of Trimble Inc. (the “Company”) first adopted this Incentive Compensation Recoupment Policy (the “Policy”) effective as of May 2, 2017 (the “Effective Date”). The Board believes that it is appropriate to amend and restate the Policy effective as of September 24, 2023 (the “Amendment Date”). In connection with amending the Policy, the Board designated the People and Compensation Committee of the Board (the “P&CC”) to administer the Policy (the Board, the P&CC to the extent so designated by the Board, or both, as the case may be, are referred to herein as the “Administrator”).

The Policy provides for the recoupment of certain executive compensation in the event of (i) an Accounting Restatement, in which case certain incentive compensation that is based on the attainment of a financial reporting measure must be forfeited or reimbursed, or (ii) Misconduct, in which case certain additional compensation may be subject to forfeiture or reimbursement.

1.Definitions. For purposes of this Policy, the following capitalized terms shall have their respective meanings set forth below:

(a)“Accounting Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). For the avoidance of doubt, changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Accounting Restatements, including as a result of: (i) retrospective application of a change in accounting principles; (ii) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) retrospective reclassification due to a discontinued operation; (iv) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; or (v) retrospective revision for stock splits. Recovery of any Recoverable Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Accounting Restatement.

(b)“Additional Compensation” means compensation, other than Recoverable Compensation, that is received by a Covered Executive, whether cash- or equity-based, which may be discretionary or performance-based, but not including salary or employee retirement, welfare benefits.

(c)“Company Group” means the Company and each of its Subsidiaries, as applicable.

(d)“Covered Compensation” means any Incentive Compensation that was granted, vested or paid to a person who served as a Covered Executive at any time during the performance period for the Incentive Compensation, and that was Received after the person became a Covered Executive; provided that Covered Compensation shall not include any Incentive Compensation that is Received (i) before the effective date of the applicable Nasdaq

listing standards adopted under Rule 10D-1 of the Exchange Act, or (ii) at a time that the Company does not have a class of securities listed on a national securities exchange or a national securities association.

(e)“Covered Executive” means each current and former “officer” of the Company as defined under Rule 16a-1(f) under Section 16 of the Exchange Act, which shall be deemed to include any individuals identified by the Company as executive officers pursuant to Item 401(b) of Regulation S-K under the Exchange Act.

(f)“Exchange Act” means the Securities Exchange Act of 1934.

(g)“Home Country” means the Company’s jurisdiction of incorporation.

(h)“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure. Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures, and stock price and total shareholder return measures. Financial reporting measures may consist of GAAP or non-GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act). For the avoidance of doubt, Incentive Compensation does not include any of the following: (i) annual base salary, (ii) compensation that is awarded based solely on service (e.g., a time-vesting equity award that is not granted in connection with the attainment of any financial reporting measure), (iii) bonuses paid solely in the discretion of the P&CC, or (iv) compensation that is awarded solely based on subjective standards, strategic measures (e.g., completion of a merger) or operational measures (e.g., attainment of a certain market share).

(i)“Look-back Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare an Accounting Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. Recovery of any Recoverable Compensation under the Policy is not dependent on if or when the Accounting Restatement is actually filed.

(j)“Misconduct” means a Covered Executive’s material act of dishonesty or fraud or willful violation of a material Company policy or law, in each case, that directly caused or materially contributed to the need for the applicable Accounting Restatement. The determination of whether any Misconduct occurred shall be made by the Administrator in its discretion.

(k)“Nasdaq” means the Nasdaq Stock Market.

(l)“Received”: Incentive Compensation is deemed “Received” in the Company’s fiscal period during which the applicable financial reporting measure, as specified in or otherwise relating to the Incentive Compensation award, is attained, even if the grant, vesting or payment of the Incentive Compensation occurs after the end of that period.

(m)“Recoverable Compensation” means the amount of (i) Covered Compensation actually granted, vested or paid to a person during the fiscal period when the applicable financial reporting measure relating to such Covered Compensation was attained, that exceeds (ii) the

amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Accounting Restatement; computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Recoverable Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Administrator will determine the amount of such Covered Compensation that constitutes Recoverable Compensation, if any, based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Administrator shall maintain documentation of such determination and provide such documentation to the Nasdaq.

(n)“SEC” means the United States Securities and Exchange Commission.

(o)“Subsidiary” means any domestic or foreign corporation, partnership, association, joint stock company, joint venture, trust or unincorporated organization “affiliated” with the Company, that is, directly or indirectly, through one or more intermediaries, “controlling”, “controlled by” or “under common control with”, the Company. “Control” for this purpose means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, contract or otherwise.

2.Forfeiture and Reimbursement of Recoverable Compensation.

In the event of an Accounting Restatement, any Recoverable Compensation that was Received during the Look-back Period prior to the Accounting Restatement (a) that is then-outstanding but has not yet been paid, shall be automatically and immediately forfeited and (b) that has been paid to any person, shall be subject to reasonably prompt repayment to the applicable member of the Company Group in accordance with Section 4 of this Policy. The Administrator must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Recoverable Compensation in accordance with Section 4 of this Policy, except as provided below.

Notwithstanding the foregoing, the Administrator may determine not to pursue the forfeiture and/or recovery of Recoverable Compensation from any person if it determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered (following reasonable attempts by one or more members of the Company Group to recover such Recoverable Compensation, the documentation of such attempts, and the provision of such documentation to the Nasdaq), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to the Nasdaq that recovery would result in such a violation and provides such opinion to the Nasdaq), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

3.Forfeiture and Reimbursement of Additional Compensation in Connection with Misconduct.

If the Administrator determines that any Covered Executive committed Misconduct, the Administrator may seek reimbursement of all or a portion of any Additional Compensation awarded to the Covered Executive in, for, or in respect of the fiscal year or performance period in which the violation occurred for up to three years following vesting or, if later, payment or

settlement of the Additional Compensation. In addition, the Administrator may provide that any unpaid or unvested Additional Compensation is forfeited in connection with any Misconduct. The Administrator may seek recovery of Additional Compensation for Misconduct even if a Covered Executive’s Misconduct did not result in an award or payment greater than would have been awarded absent the violation.

In determining whether to require reimbursement or forfeiture of Additional Compensation and, if so, the amount of such reimbursement or forfeiture, the Administrator has the sole discretion to take into account such factors as it deems appropriate, including, but not limited to: (1) whether any Incentive Compensation would have been reduced had the Accounting Restatement been reported at the time such compensation was determined; (2) the Covered Executive’s involvement in and accountability for the Misconduct that directly or indirectly resulted in the need to prepare the Accounting Restatement; (3) the likelihood of success in seeking reimbursement or forfeiture under governing law relative to the effort involved; (4) whether the assertion of a reimbursement or forfeiture claim may prejudice the interests of the Company Group in any related proceeding or investigation, or otherwise; (5) whether the use of corporate resources and the expense of seeking reimbursement or forfeiture is reasonable in relation to the amount sought or likely to be recovered; (6) the passage of time since the occurrence of the act in respect of the applicable Misconduct; (7) any pending or threatened legal proceeding relating to the applicable Misconduct, and any actual or anticipated resolution (including any settlement) relating thereto; (8) the tax consequences to the affected Covered Executive; (9) any applicable interpretations and clarifications of the SEC and any applicable securities exchange rules; and/or (10) such other factors as the Administrator may deem appropriate under the circumstances.

4.Means of Repayment.

In the event that the Administrator determines that any person shall repay any Recoverable Compensation or Additional Compensation, the Administrator shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Administrator, and any member of the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the applicable member of the Company Group, to require the forfeiture of any award granted by any member of the Company Group to the person, or to take any and all necessary actions to reasonably promptly recoup the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder. If the Administrator does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Recoverable Compensation and any other Additional Compensation, as applicable, to the Company by wire, cash or cashier’s check no later than sixty (60) days after receipt of such notice.

For the avoidance of doubt, the Administrator will determine, in its sole discretion, the method for reimbursement or forfeiture of Recoverable Compensation and Additional Compensation which may include, without limitation: (1) requiring reimbursement of cash Incentive Compensation that was previously paid; (2) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (3) offsetting the recouped amount from any compensation otherwise owed by any member of the Company Group to the Covered Executive; (4) cancelling outstanding vested or unvested equity awards; and/or (5) taking any other remedial and recovery action, in each case, to the extent permitted under applicable law. To the extent that a Covered Executive does not make reimbursement to the Company Group under this Policy within a reasonable time following demand by the Administrator, or any shares of Recoverable Compensation or Additional

Compensation have been sold by the Covered Executive, the Company Group shall have the right to reduce, cancel or withhold against outstanding, unvested, vested or future cash or equity-based compensation, or require a substitute form of reimbursement, in each case to the maximum extent permitted under applicable law.

5.Administration. This Policy shall be administered and interpreted by the Administrator. Any determinations made by the Administrator shall be final, conclusive and binding on the Company, the applicable Covered Executive and any other affected individuals and other interested parties. Any discretionary determinations of the Administrator under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.

6.General.

(a)Acknowledgement by Covered Executives. The Company has or shall provide notice and seek written acknowledgement of this Policy from each Covered Executive as soon as practicable after the later of (i) the Effective Date and (ii) the date on which the employee of the Company is designated as a Covered Executive, provided, that any failure to obtain such acknowledgement shall not impact the enforceability of this Policy by the Company. For the avoidance of doubt, any written acknowledgement that the Company obtained prior to the Amendment Date remains effective.

(b)Other Recoupment Rights. The rights of the members of the Company Group under this Policy to seek forfeiture or reimbursement are not exclusive remedies and do not preclude any other recourse by any member of the Company Group, including, but not limited to, termination of employment or institution of civil or criminal proceedings. For the avoidance of doubt, the rights of the members of the Company Group under this Policy to seek forfeiture or reimbursement are not in lieu of any rights of recoupment, or remedies or rights other than recoupment, that may be available to any member of the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, offer letter, equity award agreement, or other plan or agreement of any member of the Company Group.

(c)No Indemnification. Notwithstanding the terms of the Company’s bylaws or charter or any indemnification agreement between any member of the Company Group and any current or former Covered Executive, no person shall be indemnified, insured or reimbursed by any member of the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by any member of the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Recoverable Compensation). In no event shall any member of the Company Group be required to award any person an additional payment if any Accounting Restatement would result in a higher incentive compensation payment.

(d)Dodd Frank Act. This Policy is intended to comply with and shall be interpreted to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the Nasdaq, including any additional or new requirements that become effective after the Amendment Date which upon effectiveness shall be deemed to

automatically amend this Policy to the extent necessary to comply with such additional or new requirements.

(e)Compliance with Law. The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recoupment of Recoverable Compensation and Additional Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the Nasdaq.

(f)Amendment and Termination. To the extent permitted by, and in a manner consistent with applicable law, including applicable SEC and Nasdaq rules and regulations, the Administrator reserves the power to terminate, suspend, revise or amend this Policy at any time in its discretion.

(g)Successors. This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation and Additional Compensation granted, vested or paid to or administered by such persons or entities.

TRIMBLE INC.

INCENTIVE COMPENSATION RECOUPMENT POLICY

ACKNOWLEDGMENT, CONSENT AND AGREEMENT

I acknowledge that I have received and reviewed a copy of the Trimble Inc. Incentive Compensation Recoupment Policy (as may be amended from time to time, the “Policy”) and I have been given an opportunity to ask questions about the Policy and review it with my counsel. I knowingly, voluntarily and irrevocably consent to and agree to be bound by and subject to the Policy’s terms and conditions for so long as I am a Covered Executive under the Policy, including that I will return any Recoverable Compensation and Additional Compensation that is required to be repaid in accordance with the Policy. I further acknowledge, understand and agree that (i) the compensation that I receive, have received or may become entitled to receive from the Company Group is subject to the Policy, and the Policy may affect such compensation and (ii) I have no right to indemnification, insurance payments or other reimbursement by or from any member of the Company Group for any compensation that is subject to recoupment and/or forfeiture under the Policy. Capitalized terms not defined herein have the meanings set forth in the Policy.

Signed:    

Print Name:     

Date:        

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Painter, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Trimble Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 3, 2023	/s/ Robert G. Painter
		Robert G.Painter
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David G. Barnes, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Trimble Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 3, 2023	/s/ David G. Barnes
		David G. Barnes
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Trimble Inc. (the “Company”) for the period ended September 29, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert G.Painter, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert G.Painter

Robert G.Painter

Chief Executive Officer

November 3, 2023

EX-32.2

Exhibit 32.2

CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Trimble Inc. (the “Company”) for the period ended September 29, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David G. Barnes, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David G. Barnes

David G. Barnes

Chief Financial Officer

November 3, 2023

XML

Cover Page - shares	9 Months Ended
	Sep. 29, 2023	Oct. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 29, 2023
Document Transition Report	false
Entity File Number	001-14845
Entity Registrant Name	TRIMBLE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2802192
Entity Address, Address Line One	10368 Westmoor Drive
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	720
Local Phone Number	887-6100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	TRMB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		248,767,565
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000864749
Current Fiscal Year End Date	--12-29

XML

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Current assets:
Cash and cash equivalents	$ 216.8	$ 271.0
Accounts receivable, net	641.4	643.3
Inventories	257.2	402.5
Other current assets	196.4	201.4
Total Assets Held for Sale	378.7	0.0
Total current assets	1,690.5	1,518.2
Property and equipment, net	203.7	219.0
Operating lease right-of-use assets	114.5	121.2
Goodwill	5,279.7	4,137.9
Other purchased intangible assets, net	1,259.6	498.1
Deferred income tax assets	418.0	438.4
Other non-current assets	364.7	336.2
Total assets	9,330.7	7,269.0
Current liabilities:
Short-term debt	58.3
Short-term debt		300.0
Accounts payable	179.5	175.5
Accrued compensation and benefits	169.9	159.4
Deferred revenue	594.2	639.1
Income taxes payable	104.9	23.7
Other current liabilities	184.3	164.4
Liabilities held for sale	46.9	0.0
Total current liabilities	1,338.0	1,462.1
Long-term debt	2,995.4	1,220.0
Deferred revenue, non-current	98.4	98.5
Deferred income tax liabilities	283.6	157.8
Operating lease liabilities	104.1	105.1
Other non-current liabilities	168.2	175.3
Total liabilities	4,987.7	3,218.8
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	0.0	0.0
Common stock, $0.001 par value; 360.0 shares authorized; 248.8 and 246.9 shares issued and outstanding at the end of the third quarter of 2023 and year end 2022	0.2	0.2
Additional paid-in-capital	2,201.5	2,054.9
Retained earnings	2,455.4	2,230.0
Accumulated other comprehensive loss	(314.1)	(234.9)
Total stockholders' equity	4,343.0	4,050.2
Total liabilities and stockholders' equity	$ 9,330.7	$ 7,269.0

XML

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Sep. 29, 2023	Dec. 30, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	3,000,000.0	3,000,000.0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value per share (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	360,000,000.0	360,000,000.0
Common stock, shares issued (in shares)	248,800,000	246,900,000
Common stock, shares outstanding (in shares)	248,800,000	246,900,000

XML

Condensed Consolidated Statements Of Income (unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Revenue:
Total revenue	$ 957.3	$ 884.9	$ 2,866.3	$ 2,819.8
Cost of sales:
Amortization of purchased intangible assets	27.7	19.9	80.9	63.4
Total cost of sales	367.1	369.5	1,110.8	1,217.3
Gross margin	590.2	515.4	1,755.5	1,602.5
Operating expense:
Research and development	162.5	127.0	496.6	407.4
Sales and marketing	146.2	137.1	436.9	407.9
General and administrative	117.2	109.6	369.2	318.0
Restructuring	11.8	8.2	26.1	20.5
Amortization of purchased intangible assets	31.2	11.1	74.8	34.5
Total operating expense	468.9	393.0	1,403.6	1,188.3
Operating income	121.3	122.4	351.9	414.2
Non-operating income (expense), net:
Divestitures gain, net	5.5	6.0	10.6	103.1
Interest expense, net	(46.8)	(15.6)	(113.2)	(46.9)
Income from equity method investments, net	5.2	6.8	24.6	22.3
Other income (expense), net	(5.8)	(1.7)	23.6	(14.7)
Total non-operating income (expense), net	(41.9)	(4.5)	(54.4)	63.8
Income before taxes	79.4	117.9	297.5	478.0
Income tax provision	4.5	32.1	49.2	113.9
Net income	$ 74.9	$ 85.8	$ 248.3	$ 364.1
Earnings per share:
Basic (in usd per share)	$ 0.30	$ 0.35	$ 1.00	$ 1.46
Diluted (in usd per share)	$ 0.30	$ 0.34	$ 1.00	$ 1.45
Shares used in calculating earnings per share:
Basic (in shares)	248.6	247.5	248.0	249.1
Diluted (in shares)	249.7	248.9	249.1	250.8
Product
Revenue:
Total revenue	$ 444.0	$ 472.5	$ 1,368.9	$ 1,570.3
Cost of sales:
Cost of sales	215.6	239.8	665.7	815.5
Subscription and services
Revenue:
Total revenue	513.3	412.4	1,497.4	1,249.5
Cost of sales:
Cost of sales	$ 123.8	$ 109.8	$ 364.2	$ 338.4

XML

Condensed Consolidated Statements Of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 74.9	$ 85.8	$ 248.3	$ 364.1
Foreign currency translation adjustments, net of tax	(119.7)	(95.6)	(75.6)	(173.0)
Net change related to derivatives and other, net of tax	(0.2)	0.0	(3.6)	0.0
Comprehensive (loss) income	$ (45.0)	$ (9.8)	$ 169.1	$ 191.1

XML

Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) shares in Millions, $ in Millions	Total	Total Stockholders’ Equity	Common stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2021			250.9
Beginning balance at Dec. 31, 2021		$ 3,944.7	$ 0.3	$ 1,935.6	$ 2,170.5	$ (161.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		110.3			110.3
Other comprehensive income (loss)		(2.2)				(2.2)
Issuance of common stock under employee plans, net of tax withholdings (in shares)			0.7
Issuance of common stock under employee plans, net of tax withholdings		(2.4)		15.2	(17.6)
Stock repurchases (in shares)			(1.5)
Stock repurchases		(104.7)		(11.8)	(92.9)
Stock-based compensation		42.2		42.2
Ending balance (in shares) at Apr. 01, 2022			250.1
Ending balance at Apr. 01, 2022		3,987.9	$ 0.3	1,981.2	2,170.3	(163.9)
Beginning balance (in shares) at Dec. 31, 2021			250.9
Beginning balance at Dec. 31, 2021		3,944.7	$ 0.3	1,935.6	2,170.5	(161.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 364.1
Ending balance (in shares) at Sep. 30, 2022			246.6
Ending balance at Sep. 30, 2022		3,844.8	$ 0.2	2,027.3	2,152.0	(334.7)
Beginning balance (in shares) at Apr. 01, 2022			250.1
Beginning balance at Apr. 01, 2022		3,987.9	$ 0.3	1,981.2	2,170.3	(163.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		168.0			168.0
Other comprehensive income (loss)		(75.2)				(75.2)
Issuance of common stock under employee plans, net of tax withholdings (in shares)			0.6
Issuance of common stock under employee plans, net of tax withholdings		(19.4)		(2.3)	(17.1)
Stock repurchases (in shares)			(3.1)
Stock repurchases		(200.0)	$ (0.1)	(24.4)	(175.5)
Stock-based compensation		33.2		33.2
Ending balance (in shares) at Jul. 01, 2022			247.6
Ending balance at Jul. 01, 2022		3,894.5	$ 0.2	1,987.7	2,145.7	(239.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 85.8	85.8			85.8
Other comprehensive income (loss)		(95.6)				(95.6)
Issuance of common stock under employee plans, net of tax withholdings (in shares)			0.4
Issuance of common stock under employee plans, net of tax withholdings		17.0		17.9	(0.9)
Stock repurchases (in shares)			(1.4)
Stock repurchases		(90.0)		(11.4)	(78.6)
Stock-based compensation		33.1		33.1
Ending balance (in shares) at Sep. 30, 2022			246.6
Ending balance at Sep. 30, 2022		3,844.8	$ 0.2	2,027.3	2,152.0	(334.7)
Beginning balance (in shares) at Dec. 30, 2022	246.9		246.9
Beginning balance at Dec. 30, 2022	$ 4,050.2	4,050.2	$ 0.2	2,054.9	2,230.0	(234.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		128.8			128.8
Other comprehensive income (loss)		16.5				16.5
Issuance of common stock under employee plans, net of tax withholdings (in shares)			0.5
Issuance of common stock under employee plans, net of tax withholdings		14.0		16.9	(2.9)
Stock-based compensation		35.7		35.7
Ending balance (in shares) at Mar. 31, 2023			247.4
Ending balance at Mar. 31, 2023		4,245.2	$ 0.2	2,107.5	2,355.9	(218.4)
Beginning balance (in shares) at Dec. 30, 2022	246.9		246.9
Beginning balance at Dec. 30, 2022	$ 4,050.2	4,050.2	$ 0.2	2,054.9	2,230.0	(234.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 248.3
Ending balance (in shares) at Sep. 29, 2023	248.8		248.8
Ending balance at Sep. 29, 2023	$ 4,343.0	4,343.0	$ 0.2	2,201.5	2,455.4	(314.1)
Beginning balance (in shares) at Mar. 31, 2023			247.4
Beginning balance at Mar. 31, 2023		4,245.2	$ 0.2	2,107.5	2,355.9	(218.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		44.6			44.6
Other comprehensive income (loss)		24.2				24.2
Issuance of common stock under employee plans, net of tax withholdings (in shares)			0.9
Issuance of common stock under employee plans, net of tax withholdings		(23.6)		(4.2)	(19.4)
Stock-based compensation		40.9		40.9
Ending balance (in shares) at Jun. 30, 2023			248.3
Ending balance at Jun. 30, 2023		4,331.3	$ 0.2	2,144.2	2,381.1	(194.2)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 74.9	74.9			74.9
Other comprehensive income (loss)		(119.9)				(119.9)
Issuance of common stock under employee plans, net of tax withholdings (in shares)			0.5
Issuance of common stock under employee plans, net of tax withholdings		17.6		18.2	(0.6)
Stock-based compensation		39.1		39.1
Ending balance (in shares) at Sep. 29, 2023	248.8		248.8
Ending balance at Sep. 29, 2023	$ 4,343.0	$ 4,343.0	$ 0.2	$ 2,201.5	$ 2,455.4	$ (314.1)

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Condensed Consolidated Statements Of Cash Flows (unaudited) - USD ($) $ in Millions		9 Months Ended
		Sep. 29, 2023	Sep. 30, 2022
Cash flow from operating activities:
Net income		$ 248.3	$ 364.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		29.5	30.1
Amortization expense		155.7	97.9
Deferred income taxes		(104.0)	(41.3)
Stock-based compensation		112.5	93.2
Divestitures gain, net		(10.6)	(103.1)
Other, net		(5.9)	22.7
(Increase) decrease in assets:
Accounts receivable, net		24.0	13.2
Inventories		46.3	(99.5)
Other current and non-current assets		(35.5)	(31.7)
Increase (decrease) in liabilities:
Accounts payable		5.0	(3.8)
Accrued compensation and benefits		12.3	(52.9)
Deferred revenue		(39.7)	14.3
Income taxes payable		62.5	(16.6)
Other current and non-current liabilities		(2.2)	(1.5)
Net cash provided by operating activities		498.2	285.1
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired		(2,088.9)	(318.1)
Purchases of property and equipment		(32.2)	(36.6)
Net proceeds from divestitures		15.1	214.3
Other, net		41.6	(11.8)
Net cash used in investing activities		(2,064.4)	(152.2)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings		8.0	(4.8)
Repurchases of common stock		0.0	(394.7)
Proceeds from debt and revolving credit lines		3,398.8	529.3
Payments on debt and revolving credit lines		(1,856.8)	(235.9)
Other, net		(29.3)	(8.9)
Net cash provided by (used in) financing activities		1,520.7	(115.0)
Effect of exchange rate changes on cash and cash equivalents		(2.6)	(34.9)
Net decrease in cash and cash equivalents		(48.1)	(17.0)
Cash and cash equivalents - beginning of period		271.0	325.7
Cash and cash equivalents - end of period	[1]	$ 222.9	$ 308.7

[1] (1) Includes $6.1 million of cash and cash equivalents classified as held for sale as of September 29, 2023.

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Condensed Consolidated Statements Of Cash Flows (unaudited) (Parenthetical) $ in Millions	Sep. 29, 2023 USD ($)
Held-for-sale | Trimble Ag
Cash and cash equivalents	$ 6.1

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Overview And Accounting Policies

9 Months Ended

Sep. 29, 2023

Accounting Policies [Abstract]

Overview And Accounting Policies

NOTE 1. OVERVIEW AND ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated Financial Statements include our results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.

We use a 52- to 53-week year ending on the Friday nearest to December 31. Both 2023 and 2022 are 52-week years. The third quarter of 2023 and 2022 ended on September 29, 2023 and September 30, 2022. Unless otherwise stated, all dates refer to these periods.

Use of Estimates

We prepared our interim Condensed Consolidated Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our Form 10-K filed with the U.S. Securities and Exchange Commission on February 17, 2023 (the “2022 Form 10-K”).

The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with our 2022 Form 10-K that includes additional information about our significant accounting policies and the methods and assumptions used in our estimates.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price (“SSP”) of performance obligations, provision for credit losses, sales returns reserve, inventory valuation, warranty costs, investments, acquired intangibles, goodwill and intangible asset impairment analysis, other long-lived asset impairment analysis, stock-based compensation, and income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual results that we experience may differ materially from our estimates.

Change in Presentation

During the first quarter of 2023, we changed the presentation of revenue and cost of sales in the Condensed Consolidated Statements of Income. This change was made to better reflect our Connect and Scale strategy and business model evolution with a continued shift toward a more significant mix of recurring revenue, which includes subscription, maintenance and support, recurring transactions, and term licenses. As such, we revised our presentation, including (a) the combination of subscription and services into one line item, and (b) moving term licenses from product to subscription and services. The subscription and services line item is more aligned with our performance measures, how we manage our business, and is helpful to investors and others to better understand our results.

Previously, we presented revenue and cost of sales on three lines as follows:

•product, which included hardware and software licenses (both perpetual and term licenses);

•service, which included hardware and software maintenance and support and professional services;

•subscription, which included Software as a Service (“SaaS”), data, and hosting services.

The revised categories are as follows:

•product, which includes hardware and perpetual software licenses;

•subscription and services, which includes SaaS, data, and hosting services, as well as term licenses, hardware and software maintenance and support, and professional services.

Prior period amounts have been revised to conform to the current period presentation. This change in presentation did not affect the total revenue or total cost of sales. The effect of the changes on the Condensed Consolidated Statements of Income for the third quarter and first three quarters of 2022 were as follows:

	Third Quarter of 2022						First Three Quarters of 2022
(In millions)
	As Previously Reported		Effect of Change in Presentation		As Reported Herein		As Previously Reported		Effect of Change in Presentation		As Reported Herein
Revenue:
Product	$	503.9	$	(31.4)	$	472.5	$	1,690.0	$	(119.7)	$	1,570.3
Subscription and services	—		412.4		412.4		—		1,249.5		1,249.5
Service	158.3		(158.3)		—		477.4		(477.4)		—
Subscription	222.7		(222.7)		—		652.4		(652.4)		—
Total revenue	$	884.9	$	—	$	884.9	$	2,819.8	$	—	$	2,819.8
Cost of sales:
Product	$	240.7	$	(0.9)	$	239.8	$	819.0	$	(3.5)	$	815.5
Subscription and services	—		109.8		109.8		—		338.4		338.4
Service	53.9		(53.9)		—		180.6		(180.6)		—
Subscription	55.0		(55.0)		—		154.3		(154.3)		—
Amortization of purchased intangible assets	19.9		—		19.9		63.4		—		63.4
Total cost of sales	$	369.5	$	—	$	369.5	$	1,217.3	$	—	$	1,217.3

Recently issued Accounting Pronouncements not yet Adopted

There are no recently issued accounting pronouncements applicable to us not yet adopted.

Recently Adopted Accounting Pronouncements

There are no recently adopted accounting pronouncements.

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Common Stock Repurchase

9 Months Ended

Sep. 29, 2023

Equity [Abstract]

Common Stock Repurchase

NOTE 2. COMMON STOCK REPURCHASE

In August 2021, our Board of Directors approved a new stock repurchase program (“2021 Stock Repurchase Program”), authorizing up to $750.0 million in repurchases of our common stock. The 2021 Stock Repurchase Program’s authorization does not have an expiration date.

Under the 2021 Stock Repurchase Program, we may repurchase stock from time to time through open market transactions, privately-negotiated transactions, accelerated stock repurchase plans, or by other means. The timing and actual number of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. The 2021 Stock Repurchase Program may be suspended, modified, or discontinued at any time at the Company’s discretion without notice. At the end of the third quarter of 2023, the 2021 Stock Repurchase Program had remaining authorized funds of $215.3 million.

In the fourth quarter of 2023, we plan to reinstate share repurchases, which were temporarily discontinued in the fourth quarter of 2022.

During the third quarter and first three quarters of 2022, we repurchased approximately 1.4 million and 6.0 million shares of common stock in open market purchases at an average price of $64.23 and $65.90 per share for a total of $90.0 million and $394.7 million under the 2021 Stock Repurchase Program.

Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-in-capital, determined by the average book value per share of outstanding stock, calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes.

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ACQUISITION

9 Months Ended

Sep. 29, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

NOTE 3. ACQUISITION

On April 3, 2023, we acquired all of the issued and outstanding shares of TP Group Holding GmbH and Sixfold GmbH, which owned Transporeon, in an all-cash transaction. Transporeon is a Germany-based company and leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, which aligns with our Connect and Scale strategy. Transporeon is reported as part of our Transportation segment.

The total purchase consideration was €1.9 billion or $2.1 billion, which included the repayment of outstanding Transporeon debt of $339.6 million. The acquisition was funded through a combination of cash on hand and debt. See Note 8 “Debt” of this report for more information.

Purchase Price Allocation

The fair value of identifiable assets acquired and liabilities assumed was determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis.

The following table summarizes the consideration transferred to acquire Transporeon and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed, as well as the estimated useful lives of the identifiable intangible assets as of the date of the acquisition. The allocation of the purchase price is still preliminary as we finalize deferred income taxes, certain tangible assets and liabilities acquired, and valuations of intangible assets. Preliminary estimates will be finalized within one year of the acquisition date.

	Fair Value as of the Acquisition Date		Estimated Useful Life
(In millions)
Total purchase consideration	$	2,082.6
Net tangible assets acquired:
Cash and cash equivalents	12.9
Accounts receivable, net	41.8
Other current assets	28.0
Non-current assets	24.7
Accounts payable	(4.1)
Accrued compensation and benefits	(9.7)
Deferred revenue	(16.5)
Other current liabilities	(47.2)
Non-current liabilities	(22.3)
Total net tangible assets acquired	7.6
Intangible assets acquired:
Customer relationships	759.5		11 years
Developed product technology	168.4		7 years
Trade name	11.9		1 year
Total intangible assets acquired	939.8
Deferred tax liability	(256.6)
Fair value of all assets/liabilities acquired	690.8
Goodwill	$	1,391.8

Goodwill consists of growth potential, synergies, and economies of scale expected from combining Transporeon’s operations with ours, together with the highly skilled and valuable assembled workforce. We do not expect the goodwill to be deductible for income tax purposes.

Financial Information

The following table presents the amounts of revenue and net loss included in the Condensed Consolidated Statements of Income resulting from Transporeon since the acquisition date, which includes the effects of purchase accounting, primarily amortization of intangible assets and other adjustments.

	Third Quarter of		First Three Quarters of
	2023		2023
(In millions)
Total revenue	$	41.0	$	81.5
Net loss	(12.4)		(27.0)

Pro Forma Financial Information

The pro forma financial information presented in the following table was computed by combining the historical financial information of Trimble and Transporeon along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2022. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Total revenue	$	957.3	$	922.7	$	2,906.8	$	2,936.3
Net income	74.9		56.7		210.0		252.2

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ASSETS HELD FOR SALE

9 Months Ended

Sep. 29, 2023

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

NOTE 4. ASSETS HELD FOR SALE

On September 28, 2023, we executed a definitive agreement with AGCO that provides for the formation of a JV with AGCO in the mixed fleet precision agriculture market (the “Trimble Ag JV Transaction”). Under the terms of the agreement, we will contribute our precision agriculture business (“Trimble Ag”), excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies, and AGCO will contribute its JCA Technologies business to the JV. We will sell an interest in the JV to AGCO for $2.0 billion in pre-tax cash proceeds, subject to working capital adjustments. Immediately following the closing of the Trimble Ag JV Transaction, we will own 15% of the JV and AGCO will own 85% of the JV.

Additionally, we plan to enter into the following agreements with AGCO as part of the overall transaction:

•a seven-year, renewable Supply Agreement through which we will provide key GNSS and guidance technologies to the JV for use in professional agriculture machines sold by AGCO, on an exclusive basis with limited exceptions;

•a Technology Transfer and License Agreement to govern the licensing of certain non-divested intellectual property and technology for use by the JV in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by the JV;

•a Trademark License Agreement to govern the licensing of certain Trimble trademarks for use by the JV in the agriculture field;

•a Positioning Services Agreement through which the JV will serve as our channel partner for the positioning services in the agriculture market; and

•a Transition Services Agreement to provide contract manufacturing services for the divested products for two years following the closing of the transaction.

The transaction is expected to close in the first half of 2024 and is subject to customary closing conditions, including regulatory approvals. Trimble Ag is reported as a part of our Resources and Utilities segment.

Following the closing of the Trimble Ag JV Transaction, our 15% ownership interest in the JV is expected to be reported as an equity method investment.

The assets and liabilities of Trimble Ag that are subject to the transaction were classified as held for sale in the third quarter of 2023. The following table presents the carrying values of the major classes of assets and liabilities classified as held for sale in our Condensed Consolidated Balance Sheets at the end of the third quarter of 2023:

	As of
	Third Quarter of
(In millions)	2023
Cash and cash equivalents	$	6.1
Accounts receivable, net	11.7
Inventories, net	85.8
Other current assets	3.0
Property and equipment, net	18.8
Other purchased intangible assets, net	19.3
Goodwill	231.1
Other non-current assets	2.9
Total Assets Held for Sale	$	378.7
Accounts payable	$	3.7
Deferred revenue, current	13.3
Other current liabilities	14.8
Deferred revenue, non-current	8.3
Long-term liabilities	6.8
Total Liabilities Held for Sale	$	46.9

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Intangible Assets and Goodwill

9 Months Ended

Sep. 29, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

NOTE 5. INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents a summary of our intangible assets:

	Third Quarter of 2023						Year End 2022
	Gross						Gross
	Carrying		Accumulated		Net Carrying		Carrying		Accumulated		Net Carrying
(In millions)	Amount		Amortization		Amount		Amount		Amortization		Amount
Developed product technology	$	927.2	$	(554.1)	$	373.1	$	1,004.8	$	(722.7)	$	282.1
Customer relationships	1,347.1		(469.8)		877.3		654.1		(445.9)		208.2
Trade names and trademarks	44.8		(36.6)		8.2		39.5		(32.7)		6.8
Distribution rights and other intellectual property	4.4		(3.4)		1.0		8.0		(7.0)		1.0
	$	2,323.5	$	(1,063.9)	$	1,259.6	$	1,706.4	$	(1,208.3)	$	498.1

The estimated future amortization expense of intangible assets at the end of the third quarter of 2023 was as follows:

(In millions)
2023 (Remaining)	$	57.5
2024	200.1
2025	162.8
2026	157.7
2027	144.0
Thereafter	537.5
Total	$	1,259.6

Goodwill

The changes in the carrying amount of goodwill by segment for the first three quarters of 2023 were as follows: 

	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Balance as of year end 2022	$	2,300.1	$	382.1	$	471.8	$	983.9	$	4,137.9
Additions due to acquisitions	28.1		—		—		1,391.8		1,419.9
Assets held for sale	—		(1.7)		(229.4)		—		(231.1)
Foreign currency translation and other adjustments	(2.2)		(3.6)		2.0		(43.2)		(47.0)
Balance as of the end of the third quarter of 2023	$	2,326.0	$	376.8	$	244.4	$	2,332.5	$	5,279.7

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Inventories

9 Months Ended

Sep. 29, 2023

Inventory, Net [Abstract]

Inventories

NOTE 6. INVENTORIES

The components of inventory, net were as follows:

	Third Quarter of		Year End
As of	2023		2022
(In millions)
Raw materials	$	92.0	$	154.9
Work-in-process	9.8		13.1
Finished goods	155.4		234.5
Total inventories	$	257.2	$	402.5

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Segment Information

9 Months Ended

Sep. 29, 2023

Segment Reporting [Abstract]

Segment Information

NOTE 7. SEGMENT INFORMATION

We determined our operating segments based on how our Chief Operating Decision Maker (“CODM”) views and evaluates operations. Our reportable segments are described below:

•Buildings and Infrastructure. This segment primarily serves customers working in architecture, engineering, construction, and operations and maintenance.

•Geospatial. This segment primarily serves customers working in surveying, engineering, and government.

•Resources and Utilities. This segment primarily serves customers working in agriculture, forestry, and utilities.

•Transportation. This segment primarily serves customers working in long haul trucking and freight shipper markets.

The following Reporting Segment tables reflect the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformity with U.S. GAAP. This is consistent with the way the CODM evaluates each of the segment's performance and allocates resources.

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Third Quarter of 2023
Segment revenue	$	395.1	$	180.7	$	184.9	$	196.6	$	957.3
Segment operating income	113.5		57.9		69.2		35.8		276.4
Third Quarter of 2022
Segment revenue	$	363.6	$	184.2	$	191.7	$	145.4	$	884.9
Segment operating income	96.7		61.5		64.2		16.0		238.4
First Three Quarters of 2023
Segment revenue	$	1,204.6	$	526.0	$	589.5	$	546.2	$	2,866.3
Segment operating income	332.6		162.3		209.6		90.0		794.5
First Three Quarters of 2022
Segment revenue	$	1,143.8	$	585.4	$	636.4	$	454.2	$	2,819.8
Segment operating income	318.8		177.2		212.3		37.0		745.3

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
As of the end of the Third Quarter of 2023
Accounts receivable, net	$	255.9	$	133.0	$	78.8	$	173.7	$	641.4
Inventories	68.8		124.0		11.0		53.4		257.2
Goodwill	2,326.0		376.8		244.4		2,332.5		5,279.7
As of Year End 2022
Accounts receivable, net	$	305.1	$	137.2	$	79.2	$	121.8	$	643.3
Inventories	93.2		146.1		100.3		62.9		402.5
Goodwill	2,300.1		382.1		471.8		983.9		4,137.9

A reconciliation of our condensed consolidated segment operating income to condensed consolidated income before income taxes was as follows: 

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Consolidated segment operating income	$	276.4	$	238.4	$	794.5	$	745.3
Unallocated general corporate expenses	(25.4)		(28.5)		(86.4)		(91.6)
Amortization of purchased intangible assets	(58.9)		(31.0)		(155.7)		(97.9)
Acquisition / divestiture items	(22.0)		(9.1)		(55.5)		(20.3)
Stock-based compensation / deferred compensation	(37.9)		(31.7)		(115.4)		(82.9)
Restructuring and other costs	(10.9)		(15.7)		(29.6)		(38.4)
Consolidated operating income	121.3		122.4		351.9		414.2
Total non-operating income (expense), net	(41.9)		(4.5)		(54.4)		63.8
Consolidated income before taxes	$	79.4	$	117.9	$	297.5	$	478.0

The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reporting Segment tables above.

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Third Quarter of 2023
North America	$	256.1	$	85.8	$	55.1	$	121.4	$	518.4
Europe	78.3		51.2		74.6		56.6		260.7
Asia Pacific	51.3		33.2		12.1		9.3		105.9
Rest of World	9.4		10.5		43.1		9.3		72.3
Total segment revenue	$	395.1	$	180.7	$	184.9	$	196.6	$	957.3
Third Quarter of 2022
North America	$	235.8	$	84.1	$	55.5	$	113.0	$	488.4
Europe	67.6		52.9		79.6		18.1		218.2
Asia Pacific	52.8		33.8		8.6		7.1		102.3
Rest of World	7.4		13.4		48.0		7.2		76.0
Total segment revenue	$	363.6	$	184.2	$	191.7	$	145.4	$	884.9
First Three Quarters of 2023
North America	$	773.9	$	233.0	$	159.8	$	359.1	$	1,525.8
Europe	259.4		158.8		254.9		138.1		811.2
Asia Pacific	148.4		104.7		42.6		23.9		319.6
Rest of World	22.9		29.5		132.2		25.1		209.7
Total segment revenue	$	1,204.6	$	526.0	$	589.5	$	546.2	$	2,866.3
First Three Quarters of 2022
North America	$	710.6	$	255.4	$	178.8	$	354.9	$	1,499.7
Europe	263.9		185.4		291.3		58.2		798.8
Asia Pacific	149.6		108.6		41.3		22.1		321.6
Rest of World	19.7		36.0		125.0		19.0		199.7
Total segment revenue	$	1,143.8	$	585.4	$	636.4	$	454.2	$	2,819.8

Total revenue in the United States as included in the Condensed Consolidated Statements of Income was $478.6 million and $444.5 million for the third quarter of 2023 and 2022, and $1,401.2 million and $1,358.9 million for the first three quarters of 2023 and 2022. No single customer or country other than the United States accounted for 10% or more of our total revenue.

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Debt

9 Months Ended

Sep. 29, 2023

Debt Disclosure [Abstract]

Debt

NOTE 8. DEBT

Debt consisted of the following:

		Third Quarter of			Year End
Instrument	Date of Issuance	2023			2022
(In millions)		Effective interest rate
Senior Notes:
Senior Notes, 4.15%, due June 2023	June 2018		$	—	$	300.0
Senior Notes, 4.75%, due December 2024	November 2014	4.95%	400.0		400.0
Senior Notes, 4.90%, due June 2028	June 2018	5.04%	600.0		600.0
Senior Notes, 6.10%, due March 2033	March 2023	6.13%	800.0		—
Credit Facilities:
2022 Revolving Credit Facility, due March 2027	September 2022	6.68%	210.0		225.0
Term Loan, due April 2026	April 2023	6.94%	500.0		—
Term Loan, due April 2028	April 2023	7.03%	500.0		—
Uncommitted Credit Facilities, floating rate		6.38%	58.3		—
Unamortized discount and issuance costs			(14.6)		(5.0)
Total debt			$	3,053.7	$	1,520.0
Less: Short-term debt			58.3		300.0
Long-term debt			$	2,995.4	$	1,220.0

Debt Maturities

At the end of the third quarter of 2023, our debt maturities based on outstanding principal were as follows (in millions):

Year Payable
2023 (Remaining)	$	58.3
2024	400.0
2025	—
2026	518.8
2027	253.7
Thereafter	1,837.5
Total	$	3,068.3

Senior Notes

All of our senior notes are unsecured obligations. Interest on the senior notes is payable semi-annually in June and December of each year, except for the interest on the 2033 senior notes payable in March and September. Additional details are unchanged from the information disclosed in Note 7 “Debt” of the 2022 Form 10-K.

During the second quarter of 2023, the $300 million senior notes due June 2023 matured and were repaid in full.

2033 Senior Notes

In March 2023, we issued an aggregate principal amount of $800.0 million in senior notes that will mature in March 2033. The proceeds were partly used to finance our acquisition of Transporeon. The interest is payable semi-annually in March and September of each year, commencing in September 2023.

Credit Facilities

2022 Term Loan Credit Agreement

On December 27, 2022, we entered into a $1.0 billion unsecured, delayed draw term loan credit agreement comprised of commitments for a 3-year tranche of $500.0 million and a 5-year tranche of $500.0 million. On April 3, 2023, both variable-rate term loans were drawn to fund the acquisition of Transporeon.

Prepayments are allowed without penalty and cannot be reborrowed.

2022 Credit Facility and Amendment

In March 2022, we entered into a credit agreement maturing in March 2027. The 2022 credit facility provides for a five-year, unsecured revolving credit facility in an aggregate principal amount of $1.25 billion, and permits us, subject to the satisfaction of certain conditions, to increase the commitments for revolving loans by an aggregate principal amount of up to $500.0 million. The variable interest rate and commitment fees are based on our current long-term, senior unsecured debt ratings, our leverage ratio, and certain specified sustainability targets.

On December 27, 2022, we entered into an amendment to the 2022 credit facility that made available up to $600.0 million of the existing commitments for the acquisition of Transporeon and increased our maximum permitted leverage ratio following the closing of the acquisition. On April 3, 2023, we borrowed $225.0 million as part of the proceeds to finance the acquisition. For additional information related to the Transporeon acquisition, see Note 3 “Acquisition” of this report.

Uncommitted Facilities

At the end of the third quarter of 2023, we had two $75.0 million, one €100.0 million, and one £55.0 million revolving credit facilities, which are uncommitted. Generally, these variable-rate uncommitted facilities may be redeemed upon demand. Borrowings under the uncommitted facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet.

Covenants

The 2022 term loan credit agreement and 2022 credit facility, as amended, contain customary covenants including, among other requirements, limitations that restrict the Company’s and its subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness. Further, both debt agreements contain financial covenants that require the maintenance of maximum leverage and minimum interest coverage ratios. At the end of the third quarter of 2023, we were in compliance with the covenants for each of our debt agreements.

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Fair Value Measurements

9 Months Ended

Sep. 29, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The following table summarizes the fair values of financial instruments at fair value on a recurring basis for the periods indicated and determined using the following inputs:

	Fair Values at the end of the third quarter of 2023								Fair Values at the end of 2022
	Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	(Level I)		(Level II)		(Level III)		Total		(Level I)		(Level II)		(Level III)		Total
Assets
Deferred compensation plan (1)	$	29.2	$	—	$	—	$	29.2	$	31.5	$	—	$	—	$	31.5
Derivatives (2)	—		0.1		—		0.1		—		18.0		—		18.0
Contingent consideration (3)	—		—		1.0		1.0		—		—		3.1		3.1
Total assets measured at fair value	$	29.2	$	0.1	$	1.0	$	30.3	$	31.5	$	18.0	$	3.1	$	52.6
Liabilities
Deferred compensation plan (1)	$	29.2	$	—	$	—	$	29.2	$	31.5	$	—	$	—	$	31.5
Derivatives (2)	—		0.4		—		0.4		—		0.2		—		0.2
Total liabilities measured at fair value	$	29.2	$	0.4	$	—	$	29.6	$	31.5	$	0.2	$	—	$	31.7

(1)Represents a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees included in Other non-current assets and Other non-current liabilities on our Condensed Consolidated Balance Sheets. The plan is invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets.

(2)Represents forward currency exchange contracts, and for 2022, a treasury rate lock contract, all that are included in Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets.

(3)Represents arrangements to receive payments from buyers of our divested companies that are included in Other current assets on our Condensed Consolidated Balance Sheets. The fair values are estimated using scenario-based methods based upon estimated future milestones.

At the end of 2022, derivative assets included foreign currency exchange contracts and a treasury rate lock contract, both related to the acquisition of Transporeon and associated debt and were settled in the first two quarters of 2023. See Note 10 “Fair Value Measurements” of the 2022 Form 10-K for additional details.

Additional Fair Value Information

The total estimated fair value of all outstanding financial instruments that are not recorded at fair value on a recurring basis (debt) was approximately $3.0 billion and $1.5 billion at the end of the third quarter of 2023 and the end of 2022.

The fair value of the senior notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II. The fair values do not indicate the amount we would currently have to pay to extinguish the debt.

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Deferred Revenue And Remaining Performance Obligations

9 Months Ended

Sep. 29, 2023

Revenue Recognition and Deferred Revenue [Abstract]

Deferred Revenue And Remaining Performance Obligations

NOTE 10. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Deferred Revenue

Changes in our deferred revenue during the third quarter of 2023 and 2022 were as follows: 

	Third Quarter of				First Three Quarters of
(In millions)	2023		2022		2023		2022
Beginning balance of the period	$	745.6	$	685.2	$	737.6	$	631.8
Revenue recognized from prior year-end	(107.8)		(92.0)		(543.0)		(453.8)
Billings net of revenue recognized from current year and other	54.8		43.6		498.0		458.8
Ending balance of the period	$	692.6	$	636.8	$	692.6	$	636.8

Remaining Performance Obligations

At the end of the third quarter of 2023, approximately $1.5 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts. We expect to recognize $1.1 billion or 70% of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter. The remaining performance obligations exclude $43.5 million related to the pending Trimble Ag JV Transaction.

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Earnings Per Share

9 Months Ended

Sep. 29, 2023

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 11. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, restricted stock units, contingently issuable stock, and stock to be purchased under our employee stock purchase plan.

The following table shows the computation of basic and diluted earnings per share:

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions, except per share amounts)
Numerator:
Net income	$	74.9	$	85.8	$	248.3	$	364.1
Denominator:
Weighted-average number of common shares used in basic earnings per share	248.6		247.5		248.0		249.1
Effect of dilutive securities	1.1		1.4		1.1		1.7
Weighted-average number of common shares and dilutive potential common shares used in diluted earnings per share	249.7		248.9		249.1		250.8
Basic earnings per share	$	0.30	$	0.35	$	1.00	$	1.46
Diluted earnings per share	$	0.30	$	0.34	$	1.00	$	1.45
Antidilutive weighted-average shares (1)	1.3		1.7		1.7		1.5

(1)    Antidilutive stock-based awards are excluded from the calculation of diluted shares and diluted earnings per share because their impact would increase diluted earnings per share.

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Income Taxes

9 Months Ended

Sep. 29, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 12. INCOME TAXES

For the third quarter, our effective income tax rate was 5.7%, as compared to 27.2% in the corresponding period in 2022. The decrease was primarily due to increases in tax benefit from U.S. federal R&D credit and foreign-derived intangible income in 2023, favorable geographic mix of earnings, and a tax charge associated with prior year divestiture gains. For the first three quarters, our effective income tax rate was 16.5%, as compared to 23.8% in the prior year. The decrease was primarily due to the same factors in the third quarter, partially offset by lower stock-based compensation deductions in the current year.

Unrecognized tax benefits of $62.0 million and $51.6 million at the end of the third quarter of 2023 and at the end of 2022, if recognized, would favorably affect the effective income tax rate in future periods. At the end of the third quarter of 2023 and at the end of 2022, we accrued interest and penalties of $10.9 million and $8.4 million. Although the timing of the resolution and/or closure of audits is not certain, we do not believe that our gross unrecognized tax benefits would materially change in the next twelve months.

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Commitments and Contingencies

9 Months Ended

Sep. 29, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 13. COMMITMENTS AND CONTINGENCIES

Commitments

At the end of the third quarter of 2023, we had unconditional purchase obligations of approximately $683.1 million. These unconditional purchase obligations primarily represent (i) open non-cancellable purchase orders for material purchases with our inventory vendors, and (ii) various non-cancelable agreements with certain service providers with minimum or fixed commitments.

Litigation

From time to time, we are involved in litigation arising in the ordinary course of our business. There are no material legal proceedings, other than ordinary routine litigation incidental to the business, that we or any of our subsidiaries is a party, or that any of our or our subsidiaries’ property is subject.

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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income	$ 74.9	$ 85.8	$ 248.3	$ 364.1

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Insider Trading Arrangements	3 Months Ended
	Sep. 29, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Overview And Accounting Policies (Policies)

9 Months Ended

Sep. 29, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Condensed Consolidated Financial Statements include our results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.

We use a 52- to 53-week year ending on the Friday nearest to December 31. Both 2023 and 2022 are 52-week years. The third quarter of 2023 and 2022 ended on September 29, 2023 and September 30, 2022. Unless otherwise stated, all dates refer to these periods.

Use of Estimates

Use of Estimates

We prepared our interim Condensed Consolidated Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our Form 10-K filed with the U.S. Securities and Exchange Commission on February 17, 2023 (the “2022 Form 10-K”).

The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with our 2022 Form 10-K that includes additional information about our significant accounting policies and the methods and assumptions used in our estimates.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price (“SSP”) of performance obligations, provision for credit losses, sales returns reserve, inventory valuation, warranty costs, investments, acquired intangibles, goodwill and intangible asset impairment analysis, other long-lived asset impairment analysis, stock-based compensation, and income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual results that we experience may differ materially from our estimates.

Recently issued Accounting Pronouncements not yet Adopted And Recently Adopted Accounting Pronouncements

Recently issued Accounting Pronouncements not yet Adopted

There are no recently issued accounting pronouncements applicable to us not yet adopted.

Recently Adopted Accounting Pronouncements

There are no recently adopted accounting pronouncements.

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Overview And Accounting Policies (Tables)

9 Months Ended

Sep. 29, 2023

Accounting Policies [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The effect of the changes on the Condensed Consolidated Statements of Income for the third quarter and first three quarters of 2022 were as follows:

	Third Quarter of 2022						First Three Quarters of 2022
(In millions)
	As Previously Reported		Effect of Change in Presentation		As Reported Herein		As Previously Reported		Effect of Change in Presentation		As Reported Herein
Revenue:
Product	$	503.9	$	(31.4)	$	472.5	$	1,690.0	$	(119.7)	$	1,570.3
Subscription and services	—		412.4		412.4		—		1,249.5		1,249.5
Service	158.3		(158.3)		—		477.4		(477.4)		—
Subscription	222.7		(222.7)		—		652.4		(652.4)		—
Total revenue	$	884.9	$	—	$	884.9	$	2,819.8	$	—	$	2,819.8
Cost of sales:
Product	$	240.7	$	(0.9)	$	239.8	$	819.0	$	(3.5)	$	815.5
Subscription and services	—		109.8		109.8		—		338.4		338.4
Service	53.9		(53.9)		—		180.6		(180.6)		—
Subscription	55.0		(55.0)		—		154.3		(154.3)		—
Amortization of purchased intangible assets	19.9		—		19.9		63.4		—		63.4
Total cost of sales	$	369.5	$	—	$	369.5	$	1,217.3	$	—	$	1,217.3

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ACQUISITION (Tables)

9 Months Ended

Sep. 29, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration transferred to acquire Transporeon and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed, as well as the estimated useful lives of the identifiable intangible assets as of the date of the acquisition. The allocation of the purchase price is still preliminary as we finalize deferred income taxes, certain tangible assets and liabilities acquired, and valuations of intangible assets. Preliminary estimates will be finalized within one year of the acquisition date.

	Fair Value as of the Acquisition Date		Estimated Useful Life
(In millions)
Total purchase consideration	$	2,082.6
Net tangible assets acquired:
Cash and cash equivalents	12.9
Accounts receivable, net	41.8
Other current assets	28.0
Non-current assets	24.7
Accounts payable	(4.1)
Accrued compensation and benefits	(9.7)
Deferred revenue	(16.5)
Other current liabilities	(47.2)
Non-current liabilities	(22.3)
Total net tangible assets acquired	7.6
Intangible assets acquired:
Customer relationships	759.5		11 years
Developed product technology	168.4		7 years
Trade name	11.9		1 year
Total intangible assets acquired	939.8
Deferred tax liability	(256.6)
Fair value of all assets/liabilities acquired	690.8
Goodwill	$	1,391.8

Schedule of Pro-Forma Financial Information

The following table presents the amounts of revenue and net loss included in the Condensed Consolidated Statements of Income resulting from Transporeon since the acquisition date, which includes the effects of purchase accounting, primarily amortization of intangible assets and other adjustments.

	Third Quarter of		First Three Quarters of
	2023		2023
(In millions)
Total revenue	$	41.0	$	81.5
Net loss	(12.4)		(27.0)

The pro forma financial information presented in the following table was computed by combining the historical financial information of Trimble and Transporeon along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2022. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Total revenue	$	957.3	$	922.7	$	2,906.8	$	2,936.3
Net income	74.9		56.7		210.0		252.2

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ASSETS HELD FOR SALE (Tables)

9 Months Ended

Sep. 29, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets And Liabilities Held For Sale Included in Consolidated Balance Sheets

The following table presents the carrying values of the major classes of assets and liabilities classified as held for sale in our Condensed Consolidated Balance Sheets at the end of the third quarter of 2023:

	As of
	Third Quarter of
(In millions)	2023
Cash and cash equivalents	$	6.1
Accounts receivable, net	11.7
Inventories, net	85.8
Other current assets	3.0
Property and equipment, net	18.8
Other purchased intangible assets, net	19.3
Goodwill	231.1
Other non-current assets	2.9
Total Assets Held for Sale	$	378.7
Accounts payable	$	3.7
Deferred revenue, current	13.3
Other current liabilities	14.8
Deferred revenue, non-current	8.3
Long-term liabilities	6.8
Total Liabilities Held for Sale	$	46.9

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Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 29, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

The following table presents a summary of our intangible assets:

	Third Quarter of 2023						Year End 2022
	Gross						Gross
	Carrying		Accumulated		Net Carrying		Carrying		Accumulated		Net Carrying
(In millions)	Amount		Amortization		Amount		Amount		Amortization		Amount
Developed product technology	$	927.2	$	(554.1)	$	373.1	$	1,004.8	$	(722.7)	$	282.1
Customer relationships	1,347.1		(469.8)		877.3		654.1		(445.9)		208.2
Trade names and trademarks	44.8		(36.6)		8.2		39.5		(32.7)		6.8
Distribution rights and other intellectual property	4.4		(3.4)		1.0		8.0		(7.0)		1.0
	$	2,323.5	$	(1,063.9)	$	1,259.6	$	1,706.4	$	(1,208.3)	$	498.1

Schedule of Estimated Future Amortization Expense

The estimated future amortization expense of intangible assets at the end of the third quarter of 2023 was as follows:

(In millions)
2023 (Remaining)	$	57.5
2024	200.1
2025	162.8
2026	157.7
2027	144.0
Thereafter	537.5
Total	$	1,259.6

Schedule of Changes in Carrying Amount of Goodwill by Operating Segment

The changes in the carrying amount of goodwill by segment for the first three quarters of 2023 were as follows: 

	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Balance as of year end 2022	$	2,300.1	$	382.1	$	471.8	$	983.9	$	4,137.9
Additions due to acquisitions	28.1		—		—		1,391.8		1,419.9
Assets held for sale	—		(1.7)		(229.4)		—		(231.1)
Foreign currency translation and other adjustments	(2.2)		(3.6)		2.0		(43.2)		(47.0)
Balance as of the end of the third quarter of 2023	$	2,326.0	$	376.8	$	244.4	$	2,332.5	$	5,279.7

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Inventories (Tables)

9 Months Ended

Sep. 29, 2023

Inventory, Net [Abstract]

Schedule of Components of Net Inventories

The components of inventory, net were as follows:

	Third Quarter of		Year End
As of	2023		2022
(In millions)
Raw materials	$	92.0	$	154.9
Work-in-process	9.8		13.1
Finished goods	155.4		234.5
Total inventories	$	257.2	$	402.5

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Segment Information (Tables)

9 Months Ended

Sep. 29, 2023

Segment Reporting [Abstract]

Schedule of Revenue, Operating Income and Identifiable Assets by Segment

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Third Quarter of 2023
Segment revenue	$	395.1	$	180.7	$	184.9	$	196.6	$	957.3
Segment operating income	113.5		57.9		69.2		35.8		276.4
Third Quarter of 2022
Segment revenue	$	363.6	$	184.2	$	191.7	$	145.4	$	884.9
Segment operating income	96.7		61.5		64.2		16.0		238.4
First Three Quarters of 2023
Segment revenue	$	1,204.6	$	526.0	$	589.5	$	546.2	$	2,866.3
Segment operating income	332.6		162.3		209.6		90.0		794.5
First Three Quarters of 2022
Segment revenue	$	1,143.8	$	585.4	$	636.4	$	454.2	$	2,819.8
Segment operating income	318.8		177.2		212.3		37.0		745.3

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
As of the end of the Third Quarter of 2023
Accounts receivable, net	$	255.9	$	133.0	$	78.8	$	173.7	$	641.4
Inventories	68.8		124.0		11.0		53.4		257.2
Goodwill	2,326.0		376.8		244.4		2,332.5		5,279.7
As of Year End 2022
Accounts receivable, net	$	305.1	$	137.2	$	79.2	$	121.8	$	643.3
Inventories	93.2		146.1		100.3		62.9		402.5
Goodwill	2,300.1		382.1		471.8		983.9		4,137.9

Schedule of Reconciliation of Our Condensed Consolidated Segment Operating Income to Condensed Consolidated Income Before Income Taxes

A reconciliation of our condensed consolidated segment operating income to condensed consolidated income before income taxes was as follows: 

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions)
Consolidated segment operating income	$	276.4	$	238.4	$	794.5	$	745.3
Unallocated general corporate expenses	(25.4)		(28.5)		(86.4)		(91.6)
Amortization of purchased intangible assets	(58.9)		(31.0)		(155.7)		(97.9)
Acquisition / divestiture items	(22.0)		(9.1)		(55.5)		(20.3)
Stock-based compensation / deferred compensation	(37.9)		(31.7)		(115.4)		(82.9)
Restructuring and other costs	(10.9)		(15.7)		(29.6)		(38.4)
Consolidated operating income	121.3		122.4		351.9		414.2
Total non-operating income (expense), net	(41.9)		(4.5)		(54.4)		63.8
Consolidated income before taxes	$	79.4	$	117.9	$	297.5	$	478.0

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reporting Segment tables above.

	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Third Quarter of 2023
North America	$	256.1	$	85.8	$	55.1	$	121.4	$	518.4
Europe	78.3		51.2		74.6		56.6		260.7
Asia Pacific	51.3		33.2		12.1		9.3		105.9
Rest of World	9.4		10.5		43.1		9.3		72.3
Total segment revenue	$	395.1	$	180.7	$	184.9	$	196.6	$	957.3
Third Quarter of 2022
North America	$	235.8	$	84.1	$	55.5	$	113.0	$	488.4
Europe	67.6		52.9		79.6		18.1		218.2
Asia Pacific	52.8		33.8		8.6		7.1		102.3
Rest of World	7.4		13.4		48.0		7.2		76.0
Total segment revenue	$	363.6	$	184.2	$	191.7	$	145.4	$	884.9
First Three Quarters of 2023
North America	$	773.9	$	233.0	$	159.8	$	359.1	$	1,525.8
Europe	259.4		158.8		254.9		138.1		811.2
Asia Pacific	148.4		104.7		42.6		23.9		319.6
Rest of World	22.9		29.5		132.2		25.1		209.7
Total segment revenue	$	1,204.6	$	526.0	$	589.5	$	546.2	$	2,866.3
First Three Quarters of 2022
North America	$	710.6	$	255.4	$	178.8	$	354.9	$	1,499.7
Europe	263.9		185.4		291.3		58.2		798.8
Asia Pacific	149.6		108.6		41.3		22.1		321.6
Rest of World	19.7		36.0		125.0		19.0		199.7
Total segment revenue	$	1,143.8	$	585.4	$	636.4	$	454.2	$	2,819.8

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Debt (Tables)

9 Months Ended

Sep. 29, 2023

Debt Disclosure [Abstract]

Schedule Of Debt

Debt consisted of the following:

		Third Quarter of			Year End
Instrument	Date of Issuance	2023			2022
(In millions)		Effective interest rate
Senior Notes:
Senior Notes, 4.15%, due June 2023	June 2018		$	—	$	300.0
Senior Notes, 4.75%, due December 2024	November 2014	4.95%	400.0		400.0
Senior Notes, 4.90%, due June 2028	June 2018	5.04%	600.0		600.0
Senior Notes, 6.10%, due March 2033	March 2023	6.13%	800.0		—
Credit Facilities:
2022 Revolving Credit Facility, due March 2027	September 2022	6.68%	210.0		225.0
Term Loan, due April 2026	April 2023	6.94%	500.0		—
Term Loan, due April 2028	April 2023	7.03%	500.0		—
Uncommitted Credit Facilities, floating rate		6.38%	58.3		—
Unamortized discount and issuance costs			(14.6)		(5.0)
Total debt			$	3,053.7	$	1,520.0
Less: Short-term debt			58.3		300.0
Long-term debt			$	2,995.4	$	1,220.0

Schedule of Maturities of Long-term Debt

At the end of the third quarter of 2023, our debt maturities based on outstanding principal were as follows (in millions):

Year Payable
2023 (Remaining)	$	58.3
2024	400.0
2025	—
2026	518.8
2027	253.7
Thereafter	1,837.5
Total	$	3,068.3

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 29, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value On a Recurring Basis

The following table summarizes the fair values of financial instruments at fair value on a recurring basis for the periods indicated and determined using the following inputs:

	Fair Values at the end of the third quarter of 2023								Fair Values at the end of 2022
	Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	(Level I)		(Level II)		(Level III)		Total		(Level I)		(Level II)		(Level III)		Total
Assets
Deferred compensation plan (1)	$	29.2	$	—	$	—	$	29.2	$	31.5	$	—	$	—	$	31.5
Derivatives (2)	—		0.1		—		0.1		—		18.0		—		18.0
Contingent consideration (3)	—		—		1.0		1.0		—		—		3.1		3.1
Total assets measured at fair value	$	29.2	$	0.1	$	1.0	$	30.3	$	31.5	$	18.0	$	3.1	$	52.6
Liabilities
Deferred compensation plan (1)	$	29.2	$	—	$	—	$	29.2	$	31.5	$	—	$	—	$	31.5
Derivatives (2)	—		0.4		—		0.4		—		0.2		—		0.2
Total liabilities measured at fair value	$	29.2	$	0.4	$	—	$	29.6	$	31.5	$	0.2	$	—	$	31.7

(1)Represents a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees included in Other non-current assets and Other non-current liabilities on our Condensed Consolidated Balance Sheets. The plan is invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets.

(2)Represents forward currency exchange contracts, and for 2022, a treasury rate lock contract, all that are included in Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets.

(3)Represents arrangements to receive payments from buyers of our divested companies that are included in Other current assets on our Condensed Consolidated Balance Sheets. The fair values are estimated using scenario-based methods based upon estimated future milestones.

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Deferred Revenue And Remaining Performance Obligations (Tables)

9 Months Ended

Sep. 29, 2023

Revenue Recognition and Deferred Revenue [Abstract]

Schedule of Deferred Revenue and Performance Obligations

Changes in our deferred revenue during the third quarter of 2023 and 2022 were as follows: 

	Third Quarter of				First Three Quarters of
(In millions)	2023		2022		2023		2022
Beginning balance of the period	$	745.6	$	685.2	$	737.6	$	631.8
Revenue recognized from prior year-end	(107.8)		(92.0)		(543.0)		(453.8)
Billings net of revenue recognized from current year and other	54.8		43.6		498.0		458.8
Ending balance of the period	$	692.6	$	636.8	$	692.6	$	636.8

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Earnings Per Share (Tables)

9 Months Ended

Sep. 29, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Earnings Per Share and Effect on Weighted-Average Number of Shares

The following table shows the computation of basic and diluted earnings per share:

	Third Quarter of				First Three Quarters of
	2023		2022		2023		2022
(In millions, except per share amounts)
Numerator:
Net income	$	74.9	$	85.8	$	248.3	$	364.1
Denominator:
Weighted-average number of common shares used in basic earnings per share	248.6		247.5		248.0		249.1
Effect of dilutive securities	1.1		1.4		1.1		1.7
Weighted-average number of common shares and dilutive potential common shares used in diluted earnings per share	249.7		248.9		249.1		250.8
Basic earnings per share	$	0.30	$	0.35	$	1.00	$	1.46
Diluted earnings per share	$	0.30	$	0.34	$	1.00	$	1.45
Antidilutive weighted-average shares (1)	1.3		1.7		1.7		1.5

(1)    Antidilutive stock-based awards are excluded from the calculation of diluted shares and diluted earnings per share because their impact would increase diluted earnings per share.

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Overview And Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Reclassification [Line Items]
Total revenue	$ 957.3	$ 884.9	$ 2,866.3	$ 2,819.8
Amortization of purchased intangible assets	27.7	19.9	80.9	63.4
Total cost of sales	367.1	369.5	1,110.8	1,217.3
As Previously Reported
Reclassification [Line Items]
Total revenue		884.9		2,819.8
Amortization of purchased intangible assets		19.9		63.4
Total cost of sales		369.5		1,217.3
Product
Reclassification [Line Items]
Total revenue	444.0	472.5	1,368.9	1,570.3
Cost of sales	215.6	239.8	665.7	815.5
Product | As Previously Reported
Reclassification [Line Items]
Total revenue		503.9		1,690.0
Cost of sales		240.7		819.0
Product | Effect of Change in Presentation
Reclassification [Line Items]
Total revenue		(31.4)		(119.7)
Cost of sales		(0.9)		(3.5)
Subscription and services
Reclassification [Line Items]
Total revenue	513.3	412.4	1,497.4	1,249.5
Cost of sales	$ 123.8	109.8	$ 364.2	338.4
Subscription and services | Effect of Change in Presentation
Reclassification [Line Items]
Total revenue		412.4		1,249.5
Cost of sales		109.8		338.4
Service | As Previously Reported
Reclassification [Line Items]
Total revenue		158.3		477.4
Cost of sales		53.9		180.6
Service | Effect of Change in Presentation
Reclassification [Line Items]
Total revenue		(158.3)		(477.4)
Cost of sales		(53.9)		(180.6)
Subscription | As Previously Reported
Reclassification [Line Items]
Total revenue		222.7		652.4
Cost of sales		55.0		154.3
Subscription | Effect of Change in Presentation
Reclassification [Line Items]
Total revenue		(222.7)		(652.4)
Cost of sales		$ (55.0)		$ (154.3)

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Common Stock Repurchase (Details) - 2021 Stock Repurchased Program - USD ($) $ / shares in Units, shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 29, 2023	Aug. 31, 2021
Equity, Class of Stock [Line Items]
Stock repurchase program approved amount				$ 750,000,000
Remaining amount authorized			$ 215,300,000
Stock repurchased (in shares)	1.4	6.0
Average price (in dollars per share)	$ 64.23	$ 65.90
Stock repurchased	$ 90,000,000	$ 394,700,000

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ACQUISITION (Narratives) (Details) € in Billions			9 Months Ended
	Apr. 03, 2023 USD ($)	Apr. 03, 2023 EUR (€)	Sep. 29, 2023 USD ($)	Sep. 30, 2022 USD ($)
Business Acquisition [Line Items]
Repayments of long-term debt			$ 1,856,800,000	$ 235,900,000
Transporeon
Business Acquisition [Line Items]
Total purchase consideration	$ 2,082,600,000	€ 1.9
Repayments of long-term debt	339,600,000
Business acquisition, goodwill, expected tax deductible amount	$ 0

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ACQUISITION (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) $ in Millions, € in Billions	Apr. 03, 2023 USD ($)	Apr. 03, 2023 EUR (€)	Sep. 29, 2023 USD ($)	Dec. 30, 2022 USD ($)
Net tangible assets acquired:
Goodwill			$ 5,279.7	$ 4,137.9
Transporeon
Business Acquisition [Line Items]
Total purchase consideration	$ 2,082.6	€ 1.9
Net tangible assets acquired:
Cash and cash equivalents	12.9
Accounts receivable, net	41.8
Other current assets	28.0
Non-current assets	24.7
Accounts payable	(4.1)
Accrued compensation and benefits	(9.7)
Deferred revenue	(16.5)
Other current liabilities	(47.2)
Non-current liabilities	(22.3)
Total net tangible assets acquired	7.6
Identifiable assets acquired	939.8
Deferred tax liability	(256.6)
Fair value of all assets/liabilities acquired	690.8
Goodwill	1,391.8
Transporeon | Customer relationships
Net tangible assets acquired:
Identifiable assets acquired	$ 759.5
Estimated Useful Life	11 years	11 years
Transporeon | Developed product technology
Net tangible assets acquired:
Identifiable assets acquired	$ 168.4
Estimated Useful Life	7 years	7 years
Transporeon | Trade name
Net tangible assets acquired:
Identifiable assets acquired	$ 11.9
Estimated Useful Life	1 year	1 year

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ACQUISITION (Financial Information) (Details) - Transporeon - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 29, 2023	Sep. 29, 2023
Business Acquisition [Line Items]
Total revenue	$ 41.0	$ 81.5
Net loss	$ (12.4)	$ (27.0)

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ACQUISITION (Schedule of Pro-Forma Financial Information) (Details) - Transporeon - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Total revenue	$ 957.3	$ 922.7	$ 2,906.8	$ 2,936.3
Net income	$ 74.9	$ 56.7	$ 210.0	$ 252.2

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ASSETS HELD FOR SALE - Narrative (Details) $ in Billions	Sep. 28, 2023 USD ($)
Joint Venture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage	15.00%
Supply agreement term	7 years
Joint Venture | AGCO Corporation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage	85.00%
Trimble Ag | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax cash proceeds	$ 2.0

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ASSETS HELD FOR SALE - Assets and Liabilities Classified As Held For Sale (Details) - Trimble Ag - Held-for-sale $ in Millions	Sep. 29, 2023 USD ($)
Assets
Cash and cash equivalents	$ 6.1
Accounts receivable, net	11.7
Inventories, net	85.8
Other current assets	3.0
Property and equipment, net	18.8
Other purchased intangible assets, net	19.3
Goodwill	231.1
Other non-current assets	2.9
Total Assets Held for Sale	378.7
Liabilities
Accounts payable	3.7
Deferred revenue, current	13.3
Other current liabilities	14.8
Deferred revenue, non-current	8.3
Long-term liabilities	6.8
Liabilities held for sale	$ 46.9

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Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,323.5	$ 1,706.4
Accumulated amortization	(1,063.9)	(1,208.3)
Total	1,259.6	498.1
Developed product technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	927.2	1,004.8
Accumulated amortization	(554.1)	(722.7)
Total	373.1	282.1
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,347.1	654.1
Accumulated amortization	(469.8)	(445.9)
Total	877.3	208.2
Trade names and trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	44.8	39.5
Accumulated amortization	(36.6)	(32.7)
Total	8.2	6.8
Distribution rights and other intellectual property
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4.4	8.0
Accumulated amortization	(3.4)	(7.0)
Total	$ 1.0	$ 1.0

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Intangible Assets and Goodwill (Schedule Of Estimated Future Amortization Expense) (Details) - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (Remaining)	$ 57.5
2024	200.1
2025	162.8
2026	157.7
2027	144.0
Thereafter	537.5
Total	$ 1,259.6	$ 498.1

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Intangible Assets and Goodwill (Schedule of Changes In Carrying Amount Of Goodwill By Operating Segment) (Details) $ in Millions	9 Months Ended
	Sep. 29, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 4,137.9
Additions due to acquisitions	1,419.9
Assets held for sale	(231.1)
Foreign currency translation and other adjustments	(47.0)
Goodwill, ending balance	5,279.7
Buildings and Infrastructure
Goodwill [Roll Forward]
Goodwill, beginning balance	2,300.1
Additions due to acquisitions	28.1
Assets held for sale	0.0
Foreign currency translation and other adjustments	(2.2)
Goodwill, ending balance	2,326.0
Geospatial
Goodwill [Roll Forward]
Goodwill, beginning balance	382.1
Additions due to acquisitions	0.0
Assets held for sale	(1.7)
Foreign currency translation and other adjustments	(3.6)
Goodwill, ending balance	376.8
Resources and Utilities
Goodwill [Roll Forward]
Goodwill, beginning balance	471.8
Additions due to acquisitions	0.0
Assets held for sale	(229.4)
Foreign currency translation and other adjustments	2.0
Goodwill, ending balance	244.4
Transportation
Goodwill [Roll Forward]
Goodwill, beginning balance	983.9
Additions due to acquisitions	1,391.8
Assets held for sale	0.0
Foreign currency translation and other adjustments	(43.2)
Goodwill, ending balance	$ 2,332.5

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Inventories (Details) - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Inventory, Net [Abstract]
Raw materials	$ 92.0	$ 154.9
Work-in-process	9.8	13.1
Finished goods	155.4	234.5
Total inventories	$ 257.2	$ 402.5

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Segment Information (Schedule Of Revenue, Operating Income And Identifiable Assets By Segment) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Segment operating income	$ 121.3	$ 122.4	$ 351.9	$ 414.2
Operating segment
Segment Reporting Information [Line Items]
Segment revenue	957.3	884.9	2,866.3	2,819.8
Segment operating income	276.4	238.4	794.5	745.3
Buildings and Infrastructure | Operating segment
Segment Reporting Information [Line Items]
Segment revenue	395.1	363.6	1,204.6	1,143.8
Segment operating income	113.5	96.7	332.6	318.8
Geospatial | Operating segment
Segment Reporting Information [Line Items]
Segment revenue	180.7	184.2	526.0	585.4
Segment operating income	57.9	61.5	162.3	177.2
Resources and Utilities | Operating segment
Segment Reporting Information [Line Items]
Segment revenue	184.9	191.7	589.5	636.4
Segment operating income	69.2	64.2	209.6	212.3
Transportation | Operating segment
Segment Reporting Information [Line Items]
Segment revenue	196.6	145.4	546.2	454.2
Segment operating income	$ 35.8	$ 16.0	$ 90.0	$ 37.0

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Segment Information (Schedule of Segment Select Balance Sheet) (Details) - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Segment Reporting Information [Line Items]
Accounts receivable, net	$ 641.4	$ 643.3
Inventories	257.2	402.5
Goodwill	5,279.7	4,137.9
Buildings and Infrastructure
Segment Reporting Information [Line Items]
Accounts receivable, net	255.9	305.1
Inventories	68.8	93.2
Goodwill	2,326.0	2,300.1
Geospatial
Segment Reporting Information [Line Items]
Accounts receivable, net	133.0	137.2
Inventories	124.0	146.1
Goodwill	376.8	382.1
Resources and Utilities
Segment Reporting Information [Line Items]
Accounts receivable, net	78.8	79.2
Inventories	11.0	100.3
Goodwill	244.4	471.8
Transportation
Segment Reporting Information [Line Items]
Accounts receivable, net	173.7	121.8
Inventories	53.4	62.9
Goodwill	$ 2,332.5	$ 983.9

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Segment Information (Schedule of Reconciliation Of Our Condensed Consolidated Segment Operating Income To Condensed Consolidated Income Before Income Taxes) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Consolidated operating income	$ 121.3	$ 122.4	$ 351.9	$ 414.2
Unallocated general corporate expenses	(468.9)	(393.0)	(1,403.6)	(1,188.3)
Amortization of purchased intangible assets	(58.9)	(31.0)	(155.7)	(97.9)
Acquisition / divestiture items	(22.0)	(9.1)	(55.5)	(20.3)
Stock-based compensation / deferred compensation	(37.9)	(31.7)	(115.4)	(82.9)
Restructuring and other costs	(10.9)	(15.7)	(29.6)	(38.4)
Total non-operating income (expense), net	(41.9)	(4.5)	(54.4)	63.8
Consolidated income before taxes	79.4	117.9	297.5	478.0
Operating segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Consolidated operating income	276.4	238.4	794.5	745.3
Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Unallocated general corporate expenses	$ (25.4)	$ (28.5)	$ (86.4)	$ (91.6)

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Segment Information (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Operating segment
Segment Reporting Information [Line Items]
Revenue	$ 957.3	$ 884.9	$ 2,866.3	$ 2,819.8
North America | Operating segment
Segment Reporting Information [Line Items]
Revenue	518.4	488.4	1,525.8	1,499.7
Europe | Operating segment
Segment Reporting Information [Line Items]
Revenue	260.7	218.2	811.2	798.8
Asia Pacific | Operating segment
Segment Reporting Information [Line Items]
Revenue	105.9	102.3	319.6	321.6
Rest of World | Operating segment
Segment Reporting Information [Line Items]
Revenue	72.3	76.0	209.7	199.7
United States
Segment Reporting Information [Line Items]
Revenue	478.6	444.5	1,401.2	1,358.9
Buildings and Infrastructure | Operating segment
Segment Reporting Information [Line Items]
Revenue	395.1	363.6	1,204.6	1,143.8
Buildings and Infrastructure | North America | Operating segment
Segment Reporting Information [Line Items]
Revenue	256.1	235.8	773.9	710.6
Buildings and Infrastructure | Europe | Operating segment
Segment Reporting Information [Line Items]
Revenue	78.3	67.6	259.4	263.9
Buildings and Infrastructure | Asia Pacific | Operating segment
Segment Reporting Information [Line Items]
Revenue	51.3	52.8	148.4	149.6
Buildings and Infrastructure | Rest of World | Operating segment
Segment Reporting Information [Line Items]
Revenue	9.4	7.4	22.9	19.7
Geospatial | Operating segment
Segment Reporting Information [Line Items]
Revenue	180.7	184.2	526.0	585.4
Geospatial | North America | Operating segment
Segment Reporting Information [Line Items]
Revenue	85.8	84.1	233.0	255.4
Geospatial | Europe | Operating segment
Segment Reporting Information [Line Items]
Revenue	51.2	52.9	158.8	185.4
Geospatial | Asia Pacific | Operating segment
Segment Reporting Information [Line Items]
Revenue	33.2	33.8	104.7	108.6
Geospatial | Rest of World | Operating segment
Segment Reporting Information [Line Items]
Revenue	10.5	13.4	29.5	36.0
Resources and Utilities | Operating segment
Segment Reporting Information [Line Items]
Revenue	184.9	191.7	589.5	636.4
Resources and Utilities | North America | Operating segment
Segment Reporting Information [Line Items]
Revenue	55.1	55.5	159.8	178.8
Resources and Utilities | Europe | Operating segment
Segment Reporting Information [Line Items]
Revenue	74.6	79.6	254.9	291.3
Resources and Utilities | Asia Pacific | Operating segment
Segment Reporting Information [Line Items]
Revenue	12.1	8.6	42.6	41.3
Resources and Utilities | Rest of World | Operating segment
Segment Reporting Information [Line Items]
Revenue	43.1	48.0	132.2	125.0
Transportation | Operating segment
Segment Reporting Information [Line Items]
Revenue	196.6	145.4	546.2	454.2
Transportation | North America | Operating segment
Segment Reporting Information [Line Items]
Revenue	121.4	113.0	359.1	354.9
Transportation | Europe | Operating segment
Segment Reporting Information [Line Items]
Revenue	56.6	18.1	138.1	58.2
Transportation | Asia Pacific | Operating segment
Segment Reporting Information [Line Items]
Revenue	9.3	7.1	23.9	22.1
Transportation | Rest of World | Operating segment
Segment Reporting Information [Line Items]
Revenue	$ 9.3	$ 7.2	$ 25.1	$ 19.0

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Debt (Schedule Of Debt) (Details) - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Debt Instrument [Line Items]
Uncommitted Credit Facilities, floating rate	$ 58.3
Unamortized discount and issuance costs	(14.6)	$ (5.0)
Total debt	3,053.7	1,520.0
Short-term debt	58.3
Less: Short-term debt		300.0
Long-term debt	$ 2,995.4	1,220.0
Uncommitted Facilities, floating rate
Debt Instrument [Line Items]
Effective interest rate	6.38%
Uncommitted Credit Facilities, floating rate	$ 58.3	0.0
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Effective interest rate	6.68%
Debt, gross	$ 210.0	225.0
Senior Notes, 4.15%, due June 2023 | Senior Notes
Debt Instrument [Line Items]
Fixed rate	4.15%
Effective interest rate
Debt, gross	$ 0.0	300.0
Senior Notes, 4.75%, due December 2024 | Senior Notes
Debt Instrument [Line Items]
Fixed rate	4.75%
Effective interest rate	4.95%
Debt, gross	$ 400.0	400.0
Senior Notes, 4.90%, due June 2028 | Senior Notes
Debt Instrument [Line Items]
Fixed rate	4.90%
Effective interest rate	5.04%
Debt, gross	$ 600.0	600.0
Senior Notes, 6.10%, due March 2033 | Senior Notes
Debt Instrument [Line Items]
Fixed rate	6.10%
Effective interest rate	6.13%
Debt, gross	$ 800.0	0.0
Term Loan, due April 2026 | Unsecured Debt | Line of Credit
Debt Instrument [Line Items]
Effective interest rate	6.94%
Debt, gross	$ 500.0	0.0
Term Loan, due April 2028 | Unsecured Debt | Line of Credit
Debt Instrument [Line Items]
Effective interest rate	7.03%
Debt, gross	$ 500.0	$ 0.0

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Debt (Schedule of Debt Maturities) (Details) $ in Millions	Sep. 29, 2023 USD ($)
Debt Disclosure [Abstract]
2023 (Remaining)	$ 58.3
2024	400.0
2025	0.0
2026	518.8
2027	253.7
Thereafter	1,837.5
Total	$ 3,068.3

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Debt (Narrative) (Details) € in Millions, £ in Millions			1 Months Ended	3 Months Ended
	Apr. 03, 2023 USD ($)	Dec. 27, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Sep. 29, 2023 USD ($) loan	Sep. 29, 2023 EUR (€) loan	Sep. 29, 2023 GBP (£) loan	Mar. 31, 2023 USD ($)
Senior Notes | Senior Notes, 4.15%, due June 2023
Debt Instrument [Line Items]
Extinguishment of debt, amount				$ 300,000,000
Senior Notes | Senior Notes, 6.10%, due March 2033
Debt Instrument [Line Items]
Debt amount								$ 800,000,000
Unsecured Debt | Line of Credit
Debt Instrument [Line Items]
Principal amount		$ 1,000,000,000
Unsecured Debt | Line of Credit | Term Loan, due April 2026
Debt Instrument [Line Items]
Principal amount		$ 500,000,000
Debt instrument, term		3 years
Unsecured Debt | Line of Credit | Term Loan, due April 2028
Debt Instrument [Line Items]
Principal amount		$ 500,000,000
Debt instrument, term		5 years
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Principal amount		$ 600,000,000	$ 1,250,000,000
Debt instrument, term			5 years
Additional capacity			$ 500,000,000
Proceeds from lines of credit	$ 225,000,000
Uncommitted Revolving Credit Facilities $75 million
Debt Instrument [Line Items]
Number of revolving loan facilities | loan					2	2	2
Current borrowing capacity					$ 75,000,000
Uncommitted Revolving Credit Facilities 100 million euros
Debt Instrument [Line Items]
Number of revolving loan facilities | loan					1	1	1
Current borrowing capacity | €						€ 100.0
Uncommitted Revolving Credit Facilities 55 million GBP
Debt Instrument [Line Items]
Number of revolving loan facilities | loan					1	1	1
Current borrowing capacity | £							£ 55.0

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Fair Value Measurements (Schedule of Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) - Recurring - USD ($) $ in Millions	Sep. 29, 2023	Dec. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	$ 29.2	$ 31.5
Derivatives assets	0.1	18.0
Contingent consideration assets	1.0	3.1
Total assets measured at fair value	30.3	52.6
Deferred compensation plan liabilities	29.2	31.5
Derivatives liabilities	0.4	0.2
Total liabilities measured at fair value	29.6	31.7
(Level I)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	29.2	31.5
Derivatives assets	0.0	0.0
Contingent consideration assets	0.0	0.0
Total assets measured at fair value	29.2	31.5
Deferred compensation plan liabilities	29.2	31.5
Derivatives liabilities	0.0	0.0
Total liabilities measured at fair value	29.2	31.5
(Level II)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	0.0	0.0
Derivatives assets	0.1	18.0
Contingent consideration assets	0.0	0.0
Total assets measured at fair value	0.1	18.0
Deferred compensation plan liabilities	0.0	0.0
Derivatives liabilities	0.4	0.2
Total liabilities measured at fair value	0.4	0.2
(Level III)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	0.0	0.0
Derivatives assets	0.0	0.0
Contingent consideration assets	1.0	3.1
Total assets measured at fair value	1.0	3.1
Deferred compensation plan liabilities	0.0	0.0
Derivatives liabilities	0.0	0.0
Total liabilities measured at fair value	$ 0.0	$ 0.0

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Billions	Sep. 29, 2023	Dec. 30, 2022
Debt | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt outstanding	$ 3.0	$ 1.5

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Deferred Revenue And Remaining Performance Obligations (Schedule of Deferred Revenue and Performance Obligations) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Contract With Customer, Asset And Liability [Roll Forward]
Beginning balance of the period	$ 745.6	$ 685.2	$ 737.6	$ 631.8
Revenue recognized from prior year-end	(107.8)	(92.0)	(543.0)	(453.8)
Billings net of revenue recognized from current year and other	54.8	43.6	498.0	458.8
Ending balance of the period	$ 692.6	$ 636.8	$ 692.6	$ 636.8

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Deferred Revenue And Remaining Performance Obligations (Narratives) (Details) $ in Millions	Sep. 29, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 1,500.0
Joint Venture
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	43.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 1,100.0
Remaining performance obligation, percentage	70.00%
Period of recognition	12 months

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Earnings Per Share (Schedule Of Computation Of Earnings Per Share And Effect On Weighted-Average Number Of Shares) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022
Numerator:
Net income	$ 74.9	$ 85.8	$ 248.3	$ 364.1
Denominator:
Weighted-average number of common shares used in basic earnings per share (in shares)	248.6	247.5	248.0	249.1
Effect of dilutive securities (in shares)	1.1	1.4	1.1	1.7
Weighted-average number of common shares and dilutive potential common shares used in diluted earnings per share (in shares)	249.7	248.9	249.1	250.8
Basic earnings per share (in usd per share)	$ 0.30	$ 0.35	$ 1.00	$ 1.46
Diluted earnings per share (in usd per share)	$ 0.30	$ 0.34	$ 1.00	$ 1.45
Antidilutive weighted-average shares (in shares)	1.3	1.7	1.7	1.5

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2023	Sep. 30, 2022	Sep. 29, 2023	Sep. 30, 2022	Dec. 30, 2022
Income Tax Contingency [Line Items]
Effective income tax rate	5.70%	27.20%	16.50%	23.80%
Other noncurrent liabilities
Income Tax Contingency [Line Items]
Unrecognized tax benefits that would impact effective tax rate	$ 62.0		$ 62.0		$ 51.6
Unrecognized tax benefit liabilities include interest and penalties	$ 10.9		$ 10.9		$ 8.4

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Commitments and Contingencies (Details) $ in Millions	Sep. 29, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Unconditional purchase obligations	$ 683.1