UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2018

 

 

Trimble Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-14845		94-2802192
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer I.D. No.)

935 Stewart Drive, Sunnyvale, California, 94085

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 481-8000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

☐	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.  ☐

 

 

 

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Item 2.02

Results of Operations and Financial Condition.

On February 8, 2018, Trimble Inc. (the “Company”) issued a press release reporting its financial results for the quarter and year ended December 29, 2017. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by this reference.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press release dated February 8, 2018 relating to the Company’s financial results for the quarter and year ended December 29, 2017.

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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 hereunto duly authorized.

 

				TRIMBLE INC. a Delaware corporation
Dated: February 8, 2018				By:		/s/ Robert G. Painter
						Robert G. Painter
						Chief Financial Officer

Exhibit 99.1

Trimble Reports Fourth Quarter and Full Year 2017 Results

 

•

Fourth Quarter 2017 Revenue $708.4 million; GAAP Diluted Loss Per Share $(0.14); Non-GAAP Diluted Earnings Per Share $0.39

 

•

Fiscal 2017 Revenue $2,654.2 million ; GAAP Diluted Earnings Per Share $0.47; Non-GAAP Diluted Earnings Per Share $1.48

SUNNYVALE, Calif., Feb. 8, 2018 - Trimble Inc. (NASDAQ: TRMB) today announced financial results for the fourth quarter and fiscal year end 2017 results.

Fourth Quarter 2017 Financial Summary

Fourth quarter 2017 revenue of $708.4 million was up 21 percent as compared to the fourth quarter of 2016. Buildings and Infrastructure revenue was $209.6 million, up 18 percent. Geospatial revenue was $176.4 million, up 11 percent. Resources and Utilities revenue was $131.6 million, up 38 percent. Transportation revenue was $190.8 million, up 24 percent.

GAAP operating income was $62.8 million, up 14 percent as compared to the fourth quarter of 2016. GAAP operating margin was 8.9 percent of revenue as compared to 9.4 percent of revenue in the fourth quarter of 2016.

The U.S. Tax Cuts and Jobs Act was enacted on December 22, 2017 and resulted in a provisional tax expense impact of $85 million in the fourth quarter of 2017 primarily due to the one-time transition tax on accumulated foreign subsidiary earnings and deferred tax impacts.

GAAP net loss was $35.0 million, down 193 percent as compared to the fourth quarter of 2016. Diluted GAAP loss per share was $(0.14) as compared to diluted GAAP earnings per share of $0.15 in the fourth quarter of 2016.

Non-GAAP operating income of $126.3 million was up 18 percent as compared to the fourth quarter of 2016. Non-GAAP operating margin was 17.8 percent of revenue as compared to 18.3 percent of revenue in the fourth quarter of 2016.

Non-GAAP net income of $98.7 million was up 24 percent as compared to the fourth quarter of 2016. Diluted non-GAAP earnings per share were $0.39 as compared to diluted non-GAAP earnings per share of $0.31 in the fourth quarter of 2016.

The GAAP tax rate for the quarter was 162 percent as compared to 34 percent in the fourth quarter of 2016, and the non-GAAP tax rate was 23 percent as compared to 24 percent in the fourth quarter of 2016.

During the fourth quarter, Trimble repurchased approximately 4.3 million shares of its common stock for $177 million.

“The quarter’s strong results capped a year of significant improvement in which every segment and every region grew,” said Steven W. Berglund, Trimble’s president and chief executive officer. “We enter 2018 with continuing momentum and anticipate further growth and improved operating margins.”

Fiscal 2017 Financial Summary

Fiscal 2017 revenue of $2.7 billion was up 12 percent as compared to fiscal 2016. Buildings and Infrastructure revenue was $834.9 million, up 12 percent. Geospatial revenue was $661.2 million, up 4 percent. Resources and Utilities revenue was $476.9 million, up 21 percent. Transportation revenue was $681.2 million, up 16 percent.

GAAP operating income was $246.0 million, up 36 percent as compared to fiscal 2016. GAAP operating margin was 9.3 percent of revenue as compared to 7.7 percent of revenue in fiscal 2016.

GAAP net income was $121.1 million, down 9 percent as compared to fiscal 2016. Diluted GAAP earnings per share were $0.47 as compared to diluted GAAP earnings per share of $0.52 in fiscal 2016.

Non-GAAP operating income of $480.3 million was up 18 percent as compared to fiscal 2016. Non-GAAP operating margin was 18.1 percent of revenue as compared to 17.2 percent of revenue in fiscal 2016.

Non-GAAP net income of $379.6 million was up 26 percent as compared to fiscal 2016. Diluted non-GAAP earnings per share were $1.48 as compared to diluted non-GAAP earnings per share of $1.19 in fiscal 2016.

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The GAAP tax rate for the year was 53 percent as compared to 25 percent in fiscal 2016, and the non-GAAP tax rate was 23 percent as compared to 24 percent in fiscal 2016.

Operating cash flow for fiscal 2017 was $411.9 million, flat as compared to fiscal 2016. Deferred revenue for fiscal 2017 was $313.4 million, up 10 percent as compared to fiscal 2016.

In November 2017, the Board of Directors approved a stock repurchase program authorizing Trimble to repurchase up to $600 million of Trimble’s common stock. During fiscal 2017, Trimble repurchased approximately 7.4 million shares for $288 million. Approximately $442 million remains under the current share repurchase authorization as of the end of the fourth quarter.

Forward Looking Guidance

For the first quarter of 2018, Trimble expects revenue to be between $700 million and $730 million, representing year-over-year growth of 14 percent and 19 percent respectively, with GAAP earnings per share of $0.16 to $0.20 and non-GAAP earnings per share of $0.36 to $0.40. Non-GAAP guidance excludes the amortization of intangibles of $43 million related to previous acquisitions, anticipated acquisition costs of $3 million, the anticipated impact of stock-based compensation expense of $16 million, and $3 million in anticipated restructuring charges. GAAP guidance assumes a tax rate of 19 percent and non-GAAP guidance assumes a tax rate of 20 percent. Both GAAP and non-GAAP earnings per share assume approximately 254 million shares outstanding.

Guidance for the first quarter of 2018 reflects prior ASC 605 revenue recognition and is therefore consistent with previously reported results. Actual reported results for the first quarter of 2018 will reflect adoption of ASC 606 revenue recognition.

Investor Conference Call / Webcast Details

Trimble will hold a conference call on February 8 at 2:00 p.m. PT to review its fourth quarter and full year 2017 results. An accompanying slide presentation will be made available on the “Investors” section of the Trimble website, www.trimble.com, under the subheading “Events & Presentations.” The call will be broadcast live on the web at http://investor.trimble.com. Investors without Internet access may dial into the call at (800) 528-9198 (U.S.) or (702) 928-6633 (international). The passcode is 1779498. The replay will also be available on the web at the address above.

Use of Non-GAAP Financial Information

To help investors understand Trimble’s past financial performance and future results, as well as its performance relative to competitors, Trimble supplements the financial results that the company provides in accordance with generally accepted accounting principles, or GAAP, with non-GAAP financial measures. These non-GAAP measures can be used to evaluate Trimble’s historical and prospective financial performance, as well as its performance relative to competitors. The company’s management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate the business, and to make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Trimble believes that these non-GAAP financial measures reflect an additional way of viewing aspects of the company’s operations that, when viewed with the GAAP results, provide a more complete understanding of factors and trends affecting the business. Further, Trimble believes some of company’s investors track “core operating performance” as a means of evaluating performance in the ordinary, ongoing, and customary course of the company’s operations. Core operating performance excludes items that are non-cash, not expected to recur or not reflective of ongoing financial results. Management also believes that looking at Trimble’s core operating performance provides a supplemental way to provide consistency in period to period comparisons.

The specific non-GAAP measures, which Trimble uses along with a reconciliation to the nearest comparable GAAP measures and the explanation for why these non-GAAP measures provide useful information to investors regarding the financial condition and results of operations and why management chose to exclude selected items can be found at the end of this release. The method the company uses to produce non-GAAP results is not computed according to GAAP and may differ from the methods used by other companies. Trimble’s non-GAAP results are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with Trimble’s consolidated financial statements prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures to the comparable GAAP results, which is attached to this earnings release. Additional financial information about Trimble’s use of non-GAAP results can be found on the Investor Relations page of the Trimble website at: http://investor.trimble.com.

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About Trimble

Trimble is transforming the way the world works by delivering products and services that connect the physical and digital worlds. Core technologies in positioning, modeling, connectivity and data analytics enable customers to improve productivity, quality, safety and sustainability. From purpose built products to enterprise lifecycle solutions, Trimble software, hardware and services are transforming a broad range of industries such as agriculture, construction, geospatial and transportation and logistics. For more information about Trimble (NASDAQ: TRMB), visit: www.trimble.com.

Safe Harbor

Certain statements made in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include expectations for future financial market and economic conditions, whether the positive trend in financial results will continue in 2018, the impact of acquisitions, the ability to deliver revenue, earnings per share and other financial projections that Trimble has guided for the first quarter of 2018, including the expected tax rate, anticipated impact of stock-based compensation expense, amortization of intangibles related to previous acquisitions, anticipated acquisition costs, restructuring charges, and the anticipated number of diluted shares outstanding, as well as the full year for 2018 and for 2019. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this press release due to certain risks and uncertainties. For example, Trimble’s expected tax rate is based on current tax law, including current interpretations of the Tax Cuts and Jobs Act of 2017 (”TCJA”), and current expected income and may be affected by evolving interpretations of TCJA; the jurisdictions in which profits are determined to be earned and taxed; changes in the estimates of credits, benefits and deductions; the resolution of issues arising from tax audits with various tax authorities, including payment of interest and penalties; and the ability to realize deferred tax assets. The company’s results may be adversely affected if the company is unable to market, manufacture and ship new products, obtain new customers, or integrate new acquisitions. The company’s results would also be negatively impacted by adverse geopolitical developments, weakening in the macro environment, foreign exchange fluctuations, critical part supply chain shortages, or the imposition of barriers to international trade. Any failure to achieve predicted results could negatively impact the company’s revenues, cash flow from operations, and other financial results. The company’s financial results will also depend on a number of other factors and risks detailed from time to time in reports filed with the SEC, including its quarterly reports on Form 10-Q and its annual report on Form 10- K. Undue reliance should not be placed on any forward-looking statement contained herein, especially in light of greater uncertainty than normal in the economy in general. These statements reflect the company’s position as of the date of this release. The company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.

FTRMB

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In millions, except per share data)

(Unaudited)

 

		Fourth Quarter of								Fiscal Years
		2017				2016				2017				2016
Revenue:
Product		$	466.7			$	376.5			$	1,763.8			$	1,562.0
Service			129.8				113.3				461.6				430.2
Subscription			111.9				95.7				428.8				370.0
Total revenue			708.4				585.5				2,654.2				2,362.2
Cost of sales:
Product			229.5				184.8				866.5				760.8
Service			55.1				43.6				196.3				169.9
Subscription			30.5				25.6				113.0				104.9
Amortization of purchased intangible assets			23.3				18.7				85.8				88.6
Total cost of sales			338.4				272.7				1,261.6				1,124.2
Gross margin			370.0				312.8				1,392.6				1,238.0
Gross margin (%)			52.2	%			53.4	%			52.5	%			52.4	%
Operating expense:
Research and development			98.1				83.0				370.2				349.6
Sales and marketing			108.4				94.9				404.2				377.6
General and administrative			83.9				62.9				302.3				256.0
Restructuring charges			0.4				1.8				6.9				11.6
Amortization of purchased intangible assets			16.4				14.9				63.0				62.2
Total operating expense			307.2				257.5				1,146.6				1,057.0
Operating income			62.8				55.3				246.0				181.0
Non-operating income (expense), net:
Interest expense, net			(6.6	)			(6.1	)			(25.0	)			(25.9	)
Foreign currency transaction gain (loss), net			0.3				(0.3	)			3.3				(1.9	)
Income from equity method investments, net			6.7				3.7				29.5				17.6
Other income (loss), net			(6.9	)			4.2				5.3				5.9
Total non-operating income (expense), net			(6.5	)			1.5				13.1				(4.3	)
Income before taxes			56.3				56.8				259.1				176.7
Income tax provision			91.2				19.1				137.9				44.5
Net income (loss)			(34.9	)			37.7				121.2				132.2
Less: Net gain (loss) attributable to noncontrolling interests			0.1				—				0.1				(0.2	)
Net income (loss) attributable to Trimble Inc.		$	(35.0	)		$	37.7			$	121.1			$	132.4
Net income (loss) per share attributable to Trimble Inc.
Basic		$	(0.14	)		$	0.15			$	0.48			$	0.53
Diluted		$	(0.14	)		$	0.15			$	0.47			$	0.52
Shares used in calculating net income (loss) per share:
Basic			250.9				250.7				252.1				250.5
Diluted			250.9				254.4				256.7				253.9

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CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

		Fiscal Year End				Fiscal Year End
As of		2017				2016
Assets
Current assets:
Cash and cash equivalents		$	358.5			$	216.1
Short term investments			178.9				111.1
Accounts receivable, net			414.8				354.8
Other receivables			42.8				35.4
Inventories			271.8				218.8
Other current assets			50.3				42.5
Total current assets			1,317.1				978.7
Property and equipment, net			174.0				144.2
Goodwill			2,287.1				2,077.6
Other purchased intangible assets, net			364.8				333.3
Other non-current assets			155.2				140.0
Total assets		$	4,298.2			$	3,673.8
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term debt		$	128.4			$	130.3
Accounts payable			146.1				109.8
Accrued compensation and benefits			143.0				97.5
Deferred revenue			272.4				246.5
Accrued warranty expense			18.3				17.2
Other current liabilities			101.0				86.9
Total current liabilities			809.2				688.2
Long-term debt			785.5				489.6
Non-current deferred revenue			41.0				37.7
Deferred income tax liabilities			40.4				38.8
Income taxes payable			94.1				—
Other non-current liabilities			162.0				113.8
Total liabilities			1,932.2				1,368.1
Stockholders’ equity:
Common stock			0.2				0.3
Additional paid-in capital			1,461.1				1,348.3
Retained earnings			1,035.9				1,177.1
Accumulated other comprehensive loss			(131.2	)			(219.9	)
Total Trimble Inc. stockholders’ equity			2,366.0				2,305.8
Noncontrolling interests			—				(0.1	)
Total stockholders’ equity			2,366.0				2,305.7
Total liabilities and stockholders’ equity		$	4,298.2			$	3,673.8

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

		Fiscal Years
		2017				2016
Cash flow from operating activities:
Net Income		$	121.2			$	132.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense			34.6				37.0
Amortization expense			148.8				150.8
Provision for doubtful accounts			1.2				3.0
Deferred income taxes			1.4				0.4
Stock-based compensation			64.8				52.6
Income from equity method investments			(29.5	)			(17.6	)
Divestitures gain, net			(6.4	)			(3.5	)
Provision for excess and obsolete inventories			5.5				15.8
Other non-cash items			5.2				3.3
Decrease (increase) in assets:
Accounts receivable			(41.6	)			1.2
Other receivables			3.6				1.4
Inventories			(38.7	)			24.0
Other current and non-current assets			(19.1	)			(1.2	)
Increase (decrease) in liabilities:
Accounts payable			25.9				10.9
Accrued compensation and benefits			33.7				0.6
Deferred revenue			16.4				26.1
Accrued warranty expense			0.6				(1.1	)
Income taxes payable			88.2				(16.1	)
Accrued liabilities			(3.9	)			(6.2	)
Net cash provided by operating activities			411.9				413.6
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired			(293.1	)			(38.8	)
Acquisitions of property and equipment			(43.7	)			(26.0	)
Purchases of equity method investments			—				(1.5	)
Purchases of short-term investments			(288.0	)			(113.3	)
Proceeds from maturities of short-term investments			122.1				2.4
Net proceeds from sales of businesses			20.1				14.4
Proceeds from sales of short-term investments			97.7				—
Dividends received from equity method investments			18.1				17.6
Other			0.8				0.8
Net cash used in investing activities			(366.0	)			(144.4	)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings			73.8				67.5
Repurchases of common stock			(285.3	)			(119.5	)
Proceeds from debt and revolving credit lines			786.0				355.0
Payments on debt and revolving credit lines			(495.4	)			(465.3	)
Net cash provided by (used in) financing activities			79.1				(162.3	)
Effect of exchange rate changes on cash and cash equivalents			17.4				(6.8	)
Net increase in cash and cash equivalents			142.4				100.1
Cash and cash equivalents - beginning of period			216.1				116.0
Cash and cash equivalents - end of period		$	358.5			$	216.1

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REPORTING SEGMENTS

(Dollars in millions)

(Unaudited)

 

		Reporting Segments
		Buildings								Resources
		and								and
		Infrastructure				Geospatial				Utilities				Transportation
FOURTH QUARTER OF FISCAL 2017 :
Revenue		$	209.6			$	176.4			$	131.6			$	190.8
Operating income before corporate allocations		$	44.6			$	36.1			$	32.8			$	38.4
Operating margin (% of segment external net revenue)			21.3	%			20.5	%			24.9	%			20.1	%
FOURTH QUARTER OF FISCAL 2016 :
Revenue		$	177.7			$	158.7			$	95.4			$	153.7
Operating income before corporate allocations		$	31.7			$	30.9			$	28.4			$	32.2
Operating margin (% of segment external net revenue)			17.8	%			19.5	%			29.8	%			20.9	%
FISCAL YEAR 2017 :
Revenue		$	834.9			$	661.2			$	476.9			$	681.2
Operating income before corporate allocations		$	179.9			$	130.9			$	136.3			$	120.6
Operating margin (% of segment external net revenue)			21.5	%			19.8	%			28.6	%			17.7	%
FISCAL YEAR 2016 :
Revenue		$	743.5			$	634.7			$	395.7			$	588.3
Operating income before corporate allocations		$	133.9			$	120.8			$	118.4			$	102.9
Operating margin (% of segment external net revenue)			18.0	%			19.0	%			29.9	%			17.5	%

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GAAP TO NON-GAAP RECONCILIATION

(Dollars in millions, except per share data)

(Unaudited)

 

				Fourth Quarter of																						Fiscal Years
				2017										2016												2017												2016
				Dollar				% of						Dollar				% of								Dollar				% of								Dollar				% of
				Amount				Revenue						Amount				Revenue								Amount				Revenue								Amount				Revenue
GROSS MARGIN:
GAAP gross margin:				$	370.0				52.2	%				$	312.8				53.4	%						$	1,392.6				52.5	%						$	1,238.0				52.4	%
Restructuring charges		( A )			2.3				0.3	%					0.5				0.1	%							3.6				0.1	%							1.7				0.1	%
Amortization of purchased intangible assets		( B )			23.3				3.3	%					18.7				3.2	%							85.8				3.2	%							88.6				3.8	%
Stock-based compensation		( C )			1.1				0.2	%					1.0				0.2	%							3.9				0.2	%							3.8				0.1	%
Amortization of acquisition-related inventory step-up		( D )			—				—	%					—				—	%							2.8				0.1	%							—				—	%
Non-GAAP gross margin:				$	396.7				56.0	%				$	333.0				56.9	%						$	1,488.7				56.1	%						$	1,332.1				56.4	%
OPERATING EXPENSES:
GAAP operating expenses:				$	307.2				43.3	%				$	257.5				44.0	%						$	1,146.6				43.2	%						$	1,057.0				44.7	%
Restructuring charges		( A )			(0.4	)			(0.1	)%					(1.8	)			(0.3	)%							(6.9	)			(0.2	)%							(11.6	)			(0.5	)%
Amortization of purchased intangible assets		( B )			(16.4	)			(2.2	)%					(14.9	)			(2.5	)%							(63.0	)			(2.4	)%							(62.2	)			(2.6	)%
Stock-based compensation		( C )			(18.7	)			(2.6	)%					(11.6	)			(2.0	)%							(60.9	)			(2.3	)%							(48.8	)			(2.1	)%
Acquisition / divestiture items		( E )			(1.3	)			(0.2	)%					(3.4	)			(0.6	)%							(7.4	)			(0.3	)%							(6.8	)			(0.3	)%
Executive transition costs		( F )			—				—	%					—				—	%							—				—	%							(1.0	)			—	%
Non-GAAP operating expenses:				$	270.4				38.2	%				$	225.8				38.6	%						$	1,008.4				38.0	%						$	926.6				39.2	%
OPERATING INCOME:
GAAP operating income:				$	62.8				8.9	%				$	55.3				9.4	%						$	246.0				9.3	%						$	181.0				7.7	%
Restructuring charges		( A )			2.7				0.4	%					2.3				0.4	%							10.5				0.3	%							13.3				0.6	%
Amortization of purchased intangible assets		( B )			39.7				5.5	%					33.6				5.7	%							148.8				5.6	%							150.8				6.4	%
Stock-based compensation		( C )			19.8				2.8	%					12.6				2.2	%							64.8				2.5	%							52.6				2.2	%
Amortization of acquisition-related inventory step-up		( D )			—				—	%					—				—	%							2.8				0.1	%							—				—	%
Acquisition / divestiture items		( E )			1.3				0.2	%					3.4				0.6	%							7.4				0.3	%							6.8				0.3	%
Executive transition costs		( F )			—				—	%					—				—	%							—				—	%							1.0				—	%
Non-GAAP operating income:				$	126.3				17.8	%				$	107.2				18.3	%						$	480.3				18.1	%						$	405.5				17.2	%
NON-OPERATING INCOME (EXPENSE), NET:
GAAP non-operating income (expense), net:				$	(6.5	)								$	1.5											$	13.1											$	(4.3	)
Acquisition / divestiture items		( E )			8.6										(3.6	)											(0.3	)											(3.5	)
Non-GAAP non-operating income (expense), net:				$	2.1									$	(2.1	)										$	12.8											$	(7.8	)
								GAAP and										GAAP and												GAAP and												GAAP and
								Non-GAAP										Non-GAAP												Non-GAAP												Non-GAAP
								Tax Rate %				( J )						Tax Rate %				( J )								Tax Rate %				( J )								Tax Rate %				( J )
INCOME TAX PROVISION:
GAAP income tax provision:				$	91.2				162	%				$	19.1				34	%						$	137.9				53	%						$	44.5				25	%
Non-GAAP items tax effected		( G )			7.9										16.4												45.0												55.3
Difference in GAAP and Non-GAAP tax rate		( H )			15.5										(10.2	)											15.5												(4.3	)
Tax reform impacts		( I )			(85.0	)									—												(85.0	)											—
Non-GAAP income tax provision:				$	29.6				23	%				$	25.3				24	%						$	113.4				23	%						$	95.5				24	%
NET INCOME (LOSS):
GAAP net income (loss) attributable to Trimble Inc.				$	(35.0	)								$	37.7											$	121.1											$	132.4
Restructuring charges		( A )			2.7										2.3												10.5												13.3
Amortization of purchased intangible assets		( B )			39.7										33.6												148.8												150.8
Stock-based compensation		( C )			19.8										12.6												64.8												52.6
Amortization of acquisition-related inventory step-up		( D )			—										—												2.8												—
Acquisition / divestiture items		( E )			9.9										(0.2	)											7.1												3.3
Executive transition costs		( F )			—										—												—												1.0
Non-GAAP tax adjustments		( G ) - ( I )			61.6										(6.2	)											24.5												(51.0	)
Non-GAAP net income attributable to Trimble Inc.				$	98.7									$	79.8											$	379.6											$	302.4
DILUTED NET INCOME (LOSS) PER SHARE:
GAAP diluted net income (loss) per share attributable to Trimble Inc.				$	(0.14	)								$	0.15											$	0.47											$	0.52
Restructuring charges		( A )			0.01										0.01												0.04												0.06
Amortization of purchased intangible assets		( B )			0.16										0.13												0.58												0.59
Stock-based compensation		( C )			0.08										0.04												0.25												0.20
Amortization of acquisition-related inventory step-up		( D )			—										—												0.01												—
Acquisition / divestiture items		( E )			0.04										—												0.03												0.01
Executive transition costs		( F )			—										—												—												—
Non-GAAP tax adjustments		( G ) - ( I )			0.24										(0.02	)											0.10												(0.19	)
Non-GAAP diluted net income per share attributable to Trimble Inc.				$	0.39									$	0.31											$	1.48											$	1.19

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FOOTNOTES TO GAAP TO NON-GAAP RECONCILIATION

(Unaudited)    

Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. The non-GAAP financial measures included in the previous table as well as detailed explanations to the adjustments to comparable GAAP measures, are set forth below:

Non-GAAP gross margin

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. Non-GAAP gross margin excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation and amortization of acquisition-related inventory step-up from GAAP gross margin. We believe that these exclusions offer investors additional information that may be useful to view trends in our gross margin performance.

Non-GAAP operating expenses

We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue. Non-GAAP operating expenses exclude restructuring charges, amortization of purchased intangible assets, stock-based compensation, acquisition/divestiture items associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence, integration, and other required closing costs, and executive transition costs from GAAP operating expenses. We believe that these exclusions offer investors supplemental information to facilitate comparison of our operating expenses to our prior results.

Non-GAAP operating income

We believe our investors benefit by understanding our non-GAAP operating income trends which are driven by revenue, gross margin, and spending. Non-GAAP operating income excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture items associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence, integration, and other required closing costs, and executive transition costs. We believe that these exclusions offer an alternative means for our investors to evaluate current operating performance compared to results of other periods.

Non-GAAP non-operating income (expense), net

We believe this measure helps investors evaluate our non-operating income trends. Non-GAAP non-operating income (expense), net excludes acquisition/divestiture gains/losses associated with unusual acquisition related items such as intangible asset impairment charges, gains or losses related to the acquisitions, or sale of certain businesses and investments. We believe that these exclusions provide investors with a supplemental view of our ongoing financial results.

Non-GAAP income tax provision

We believe that providing investors with the non-GAAP income tax provision is beneficial because it provides for consistent treatment of the excluded items in our non-GAAP presentation.

Non-GAAP net income

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 net income excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture items, executive transition costs, and non-GAAP tax adjustments from GAAP net income (loss). We believe our investors benefit from understanding these exclusions and from an alternative view of our net income performance as compared to our past net income performance.

Non-GAAP diluted net income per share

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. Non-GAAP diluted net income per share excludes restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture items, executive transition costs, and non-GAAP tax adjustments from GAAP diluted net income (loss) per share. We believe that these exclusions offer investors a useful view of our diluted net income (loss) per share as compared to our past diluted net income (loss) per share.

These non-GAAP measures can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors. We believe some of our investors track our “core operating performance” as a means of evaluating our performance in the ordinary, ongoing, and customary course of our operations. Core operating performance excludes items that are non-cash, not expected to recur or not reflective of ongoing financial results. Management also believes that looking at our core operating performance provides a supplemental way to provide consistency in period to period comparisons. Accordingly, management excludes from non-GAAP those items relating to restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture items, executive transition costs, and non-GAAP tax adjustments. For detailed explanations of the adjustments made to comparable GAAP measures, see items (A)—( J ) below.

 

( A )		Restructuring charges. Included in our GAAP presentation of cost of sales and operating expenses, restructuring charges recorded are primarily for employee compensation resulting from reductions in employee headcount in connection with our company restructurings. We exclude restructuring charges from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance. We have incurred restructuring expense in each of the periods presented. However the amount incurred can vary significantly based on whether a restructuring has occurred in the period and the timing of headcount reductions.

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( B )		Amortization of purchased intangible assets. Included in our GAAP presentation of gross margin and operating expenses is amortization of purchased intangible assets. U.S. GAAP accounting requires that intangible assets are recorded at fair value and amortized over their useful lives. Consequently, the timing and size of our acquisitions will cause our operating results to vary from period to period, making a comparison to past performance difficult for investors. This accounting treatment may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. Furthermore, the useful life that we use to amortize our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. We believe that by excluding the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed, it provides an alternative way for investors to compare our operations pre-acquisition to those post-acquisitions and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.
( C )		Stock-based compensation. Included in our GAAP presentation of cost of sales and operating expenses, stock-based compensation consists of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. We exclude stock-based compensation expense from our non-GAAP measures because some investors may view it as not reflective of our core operating performance as it is a non-cash expense. For the fourth quarter and fiscal years 2017 and 2016, stock-based compensation was allocated as follows:

 

		Fourth Quarter of								Fiscal Years
(Dollars in millions)		2017				2016				2017				2016
Cost of sales		$	1.1			$	1.0			$	3.9			$	3.8
Research and development			2.7				2.2				10.4				9.1
Sales and Marketing			2.3				2.0				9.3				8.3
General and administrative			13.7				7.4				41.2				31.4
		$	19.8			$	12.6			$	64.8			$	52.6

 

( D )		Amortization of acquisition-related inventory step-up. The purchase accounting entries associated with our business acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of the inventory. Included in our GAAP presentation of cost of sales, the increase in inventory value is amortized to cost of sales over the period that the related product is sold. We exclude inventory step-up amortization from our non-GAAP measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
( E )		Acquisition / divestiture items. Included in our GAAP presentation of operating expenses, acquisition costs consist of external and incremental costs resulting directly from merger and acquisition and strategic investment activities such as legal, due diligence, integration, and other required closing costs, as well as adjustments to the fair value of earn-out liabilities. Included in our GAAP presentation of non-operating income (expense), net, acquisition/divestiture items includes unusual acquisition, investment, and/or divestiture gains/losses. Although we do numerous acquisitions, the costs that have been excluded from the non-GAAP measures are costs specific to particular acquisitions. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
( F )		Executive transition costs. Included in our GAAP presentation of operating expenses are amounts paid to the Company’s former CFO upon his departure under the terms of his executive severance agreement. We excluded these payments from our non-GAAP measures because they represent non-recurring expenses and are not indicative of our ongoing operating expenses. We further believe that excluding the executive transition costs from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
( G )		Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items ( A )—( F ) on non-GAAP net income. We believe this information is useful to investors because it provides for consistent treatment of the excluded items in this non-GAAP presentation.
( H )		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 income (expense), net.
( I )		Tax reform impacts. This amount represents the provision for income taxes recorded as a result of the Tax Cuts and Jobs Act enacted in December 2017. The provision primarily includes a one-time transition tax on accumulated foreign earnings and related adjustments, and revaluation of deferred taxes due to the reduction of US income tax rate. We are required to recognize the effect of the tax law changes in the period of enactment. We excluded this item as it is a non-recurring expense. We believe that investors benefit from excluding this item from our non-GAAP income tax provision because it allows for period-over-period comparability.
( J )		GAAP and non-GAAP tax rate %. These percentages are defined as GAAP income tax provision as a percentage of GAAP income (loss) before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes. We believe that investors benefit from a presentation of non-GAAP tax rate percentage as a way of facilitating a comparison to non-GAAP tax rates in prior periods.

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