Table of these industries, we face competition from companies providing point solutions, or more traditionally, less technology intensive products and services. These companies often have greater financial resources and more established and recognized brands in those industries. Competing in vertical markets with more established industry participants requires that we successfully establish a market position, and that we market new and sometimes unfamiliar technology and automated solutions to customers that have not previously used such products. We also increasingly offer enterprise level solutions designed to meet the specific needs of our target industries. In doing so, we face competition from larger and more well-established providers of enterprise software and services with whom we have not previously competed. See also "Risk Factors - We face substantial competition in our markets, which could decrease our revenue and growth rates or impair our operating results and financial condition."Contents
Seasonality of Business
Construction equipment revenue, within our Buildings and Infrastructure segment, historically havehas been higher in early spring. Our agricultural equipment revenue, within our Resources and Utilities segment, havehas historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. However, overall as a company, as a result of diversification of our businessbusinesses across segments and the increased impact of software and subscription revenue, we may experienceare experiencing less seasonality in the future.seasonality. Changes in global macroeconomic conditions could also impact the level of seasonality we experience.
Manufacturing
We outsource the manufacturing of many of our hardware products to our key contract manufacturing partners that include Flex Ltd., Benchmark Electronics Inc., and Jabil. Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing. We continue to manage product design through pilot production for the subcontracted products, and we are directly involved in qualifying suppliers and key components used in all our products. Our current contract with Flex Ltd. continues in effect until either party gives the other ninety days written notice. We also utilize original design manufacturers for some of our products.
We manufacture our laser and optics-based products, as well as some of our GPS products, at our plants in Dayton, Ohio; Danderyd, Sweden; and Shanghai, China. Some of these products or portions of these products are also subcontracted to third parties for assembly.
Our primary design, manufacturing, and distribution sites in Dayton, Ohio; Sunnyvale, California; Danderyd, Sweden; Eindhoven, Netherlands; Auckland, New Zealand,Zealand, and Shanghai, China are registered to ISO9001:20152015 covering the design, production, distribution, and servicing of all our products.
Research and Development and Patents, Licenses, and Intellectual Property
We believe that our competitive position is maintained through the development and introduction of new products, including software and services, that incorporate improved features and functionality, better performance, smaller size and weight, lower cost, or some combination of these factors. We invest substantially in the development of new products. We also make significant investmentinvestments in the positioning, communication, and information technologies that underlie our products and will likely provide competitive advantages. Our investments enable us to push the state-of-the-art in key technology areas and to connect other leading technologies to solve customer problems in new and unique ways.
We expect to continue investing in research and development at a rate consistent with our past, with the goal of maintaining or improving our competitive position and entering new markets.
Human Capital
Trimble’s culture reflects our guiding principles at work and is fundamental to sustaining our success. A company’s culture describes how people behave in the work environment and is closely tied to leadership. At Trimble, people inspire purpose and vision, engage to draw out the best from each other, and strive to achieve meaningful results. This mindset shapes how we treat one another and how we serve our customers, colleagues, and stockholders. These attributes serve as a common foundation across the global organization and also adapt locally to diverse geographic and operational business models. Commitment to these behaviors unites Trimble employees.
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In the technology space, intellectual property and know-how derived from employees fosters innovation and serves as a competitive advantage. To continue producing the innovative technologies for which we are known, it is crucial that we continue to attract, engage, and retain top talent. We strive to make Trimble a diverse, equitable, inclusive, and safe workplace and provide opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits, and health and wellness programs, and by programs that build connections between our employees and their communities.
At the end of fiscal 2019,2020, we employed 11,48411,402 full-time and part-time employees, with approximately 56%the overwhelming majority of which were full-time employees. Approximately 49%, 30%, 17%, and 4% of employees reside in North America, Europe, Asia-Pacific, and the rest of world, respectively. Our employees are working in over 200 locations outsidein over 40 countries. Collectively, we speak more than 45 different languages. We believe our diversity makes us stronger and better able to solve complex problems for our customers.
Diversity and Inclusion
We value diversity in our workforce, including various cultures, backgrounds, ages, gender, race and ethnicities, nationality, sexual orientation, religion, people with different abilities, parents and caregivers, and many other characteristics, knowing that it drives our best thinking. Our focus on diversity starts at the United States.top. Four out of our eleven board members are female or ethnically diverse, placing us in a select group of companies. In fiscal 2020, we named a Vice President of Diversity, Equity, and Inclusion. In quarterly business reviews, we review gender and U.S. ethnicity demographics and trends for every business within Trimble, as well as initiatives that will lead toward future progress.
We have a number of employee networks that enhance our inclusive and diverse culture, including networks that support women, caregivers, black professionals, veterans, and the LGBTQ+ community. We are focused on measuring and increasing gender representation and diversity in high impact roles such as front-line management, engineering, product management, and sales. We have provided increased access to diversity and inclusion educational resources, training, assessments, articles and other employee forums to help us work together and more effectively across a variety of cultures globally.
We are committed to inspiring and attracting extraordinary and diverse talent. The hiring and retention of top talent is always a strategic priority, and increasingly, a challenging one. In addition, our increasing focus on technologies, such as cloud and autonomy, requires us to compete against leading companies in the technology sector. Colleges and universities remain an important source of talented recruits. We aim to transform and re-invent the way Trimble attracts and hires employees to increase diversity. Initiatives include modifications to our recruiting process to ensure inclusion of diverse candidates, developing relationships with universities with higher underrepresentation, creating diverse talent pools, and increasing networking and referrals with diverse professional organizations.
Compensation and Benefits
We believe people should be paid for the role they perform and their skills and experience, regardless of their gender, race, age or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role, their experience, their performance, and the region in Sweden and Finland are represented by unions and in Germany and France are represented by works councils.which they live. We also employ temporaryregularly review our compensation practices to ensure our pay is fair and contract personnelequitable. In addition to base salaries, certain roles are eligible to participate in short-term and long-term incentive plans.
We also offer market competitive benefit programs (which vary by country/region), which include health and wellness benefits, life insurance and disability benefits, flexible savings accounts, paid time off, parental and family leave, employee support programs, retirement plans, an employee stock purchase plan, adoption and surrogacy education assistance, flexible work schedules, tuition assistance, and on-site services such as health centers and fitness centers at some sites, among others.
Talent Development
We are committed to providing every employee with the opportunity to learn, grow, and excel in a respectful and collaborative workplace. Part of our people development mission is to create a culture of continuous learning and curiosity. We believe that abilities can be developed through dedication and hard work; brains and talent are not includedjust the starting point. We encourage employees to nurture a love of continuous learning and a resilience that is essential for accomplishment.
We have a framework for people development that is employee-centric and evidence-based. Performance reviews include frequent, casual conversations based upon employee survey data that drives engagement and retention. These surveys also include questions oriented around the Company’s mission, vision, values, and purpose, work environment, career development, and employee-manager relations. Our world-wide training portal, Learn.Trimble.com, provides a set of resources that is easy to
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access anytime and anywhere, with a range of focus areas from new employees to existing employee development to manager development.
Building Connections
We believe that building connections between our employees, their families, and our communities creates a more meaningful, fulfilling, and enjoyable workplace. Since our employees are passionate about a variety of causes, our company giving and volunteering programs support and encourage employees by engaging with those causes. In our offices around the world, our employee-led committees select local organizations to support, often in the above headcount numbers.form of grants and employee fundraising. We also frequently collaborate with these organizations on volunteer activities for our employees.
Our Trimble Foundation aligns international philanthropic efforts by giving back to the communities where Trimble does business and helping those in need. We do this by supporting two focus areas, natural disaster relief and female education and empowerment, as well as by supporting the philanthropic efforts of our offices.
Health, Safety and Wellness
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety, and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs, including benefits that provide protection and security so they can have not experiencedpeace of mind concerning events that may require time away from work stoppages or similar labor actions.that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.
In response to the COVID-19 pandemic, we implemented changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. This includes having the vast majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work.
In response to the COVID-19 pandemic, we implemented changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. This includes having the vast majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work.
Available Information
In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing or telephoning us at our principal executive offices at the following address or telephone number:
Trimble Inc.
935 Stewart Drive, Sunnyvale, CA 94085
Attention: Investor Relations
Telephone: 303-635-8551
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Information about our Executive Officers
The names, ages and positions of the Company’sour executive officers as of February 28, 202026, 2021 are as follows:
| Name | Age | Position | ||||||||||||
| Steve W. Berglund | Executive Chairman | |||||||||||||
| Robert G. Painter | President and Chief Executive Officer | |||||||||||||
| David G. Barnes | Chief Financial Officer | |||||||||||||
| Senior Vice President | ||||||||||||||
| Senior Vice President | ||||||||||||||
| James A. Kirkland | Senior Vice President, General Counsel and Secretary | |||||||||||||
| James Langley | Senior Vice President | |||||||||||||
| Darryl R. Matthews | Senior Vice President | |||||||||||||
| Julie A. Shepard | Chief Accounting Officer | |||||||||||||
Steven W. Berglund—Steven Berglund was appointed executive chairman of Trimble’s board in January 2020, and previously served as the president and chief executive officer of Trimble since March 1999. Prior to joining Trimble, Mr. Berglund was president of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. He attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. Mr. Berglund received his M.B.A. from the University of Rochester. Mr. Berglund is a member of the board of directors of the Silicon Valley Leadership Group and the Association of Equipment Manufacturers (AEM), as well as chairman of AEM's construction sector board. He is also a member of the board of directors and audit committee of Belden Inc., a global provider of end-to-end signal transmission solutions.
Robert G. Painter—Robert Painter was appointed Trimble’s president and chief executive officer in January 2020. From 2016 through 2019, he served as the Company'sour chief financial officer, where he was responsible for Trimble’s worldwide finance operations. In 2015, Mr. Painter was appointed vice president of Trimble buildings businesses, a group focused on BIM-centric divisions that span the design-build-operate continuum of the building life cycle. From 2011 to 2014, he served as general manager of the Company’sour joint venture with Hilti, which was created to foster collaborative development of product innovations for the building construction industry. From 2009 to 2010, he served as general manager of the Company’sour construction services division. Mr. Painter joined Trimble in 2006 and assumed leadership of Trimble’s business development, leading all acquisition and corporate strategy activities. Prior to joining the Company,Trimble, Mr. Painter served in a variety of management and finance positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Market, and Kraft Foods. In 1993, he earned a Bachelor of Science degree in Finance from West Virginia University and received an MBA in Business from Harvard University in 1998.
David G. Barnes—David G. Barnes joined Trimble as chief financial officer in January 2020 with more than 35 years of financial and strategic management experience, including treasury, tax, investor relations, and risk management. Prior to Trimble, Mr. Barnes served as chief financial officer at MWH Global Inc., a global provider of engineering and construction services, from January 2009 to May 2016. At MWH, he served on the board of directors and had responsibility for information technology and procurement in addition to his financial role. Following the sale of MWH to Stantec Inc., Mr. Barnes assumed operational responsibility for Stantec’s businesses outside North America from September 2017 to January 2019. He also served as a leader on the committee overseeing the integration of MHW into Stantec from May 2016 to July 2017. Prior to MWH, Mr. Barnes held financial leadership positions at Western Union, Coors, and YUM Brands. He began his career as a strategy consultant at Bain & Company. In 1983, he received a Bachelor of Science in Applied Mathematics from Yale University and his MBA in Finance and Marketing from the University of Chicago in 1987. Mr. Barnes also serves as a board member and chair of the Audit Committee of CSG Systems International.
Ronald J. Bisio—In February 2019, Ronald Bisio was appointed senior vice president responsible for Trimble’s surveying and geospatial businesses, where he had previously served as vice president since April 2015. Prior to this role, he served as general manager for Trimble’s rail division from January 2011 until April 2015. He joined Trimble in 1996 and has held several marketing, sales, and general management positions since then at Trimble. He earned a Master of Business Administration degree from the University of Denver, a Master of Regional Planning degree from the University of Massachusetts, and a Bachelor of Science degree in Cartography from Salem State University in Salem, Massachusetts.
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Bryn A. Fosburgh—Bryn Fosburgh currently serves as senior vice president responsible for Trimble’s construction businesses, which includes Trimble’s civil engineering and construction, buildings, Viewpoint and e-Builder divisions, as well as Trimble’s joint ventures with Caterpillar, Hilti, and Nikon. From 2016 to 2019, Mr. Fosburgh was the Company’sour senior vice president responsible for Trimble’s joint ventures, as well as U.S. Federal government strategy and accounts, OEM construction machine division, and professional services groups. From 2014 to 2016, he served as senior vice president for Trimble's geospatial, civil engineering and construction, and building divisions, and the Caterpillar and Hilti-related joint ventures. From 2010 to 2014, Mr. Fosburgh was responsible for buildings and heavy civil construction divisions along with Caterpillar and Hilti joint ventures. From 2009 to 2010, Mr. Fosburgh served as vice president for Trimble's construction division, transportation and logistics, field service management, and a number of corporate functions and geographical regions. From 2007 to 2009, Mr. Fosburgh was vice president for Trimble's construction and agriculture divisions, and from 2005 to 2007, Mr. Fosburgh served as vice president and general manager of Trimble's engineering and construction division. Mr. Fosburgh joined Trimble in 1994 and has held numerous roles, including vice president and general manager for Trimble's geomatics and engineering division, and division vice president of survey and infrastructure. Prior to Trimble, Mr. Fosburgh was a civil engineer and also held various positions for the U.S. Army Corps of Engineers and Defense Mapping Agency. Mr. Fosburgh received a B.S. in geology from the University of Wisconsin in Green Bay in 1985 and an M.S. from the school of civil engineering at Purdue University in 1989.
James A. Kirkland—James Kirkland currently serves as Trimble’s senior vice president, general counsel, and secretary. He joined the companyTrimble as vice president and general counsel in July 2008. Prior to joining Trimble, he served as general counsel and executive vice president, strategic development at Covad Communications. Mr. Kirkland also served as senior vice president of spectrum development and general counsel at Clearwire Technologies, Inc. Mr. Kirkland began his career in 1984 as an associate at Mintz Levin and in 1992 he was promoted to partner. Mr. Kirkland received his BA from Georgetown University in Washington, D.C. in 1981 and his J.D. from Harvard Law School in 1984.
James Langley—James Langley currently serves as a senior vice president responsible for Trimble transportation businesses. He was appointed to this role in September 2019 and before that served as Trimble’s general manager of Trimble transportation enterprise since April 2019. Prior to that, Mr. Langley was with Dart Transit Company, a transportation and tractor fleet company based in Eagan, Minnesota, where he served as president from December 2017 until March 2019, and chief operating officer from January 2016 until March 2019. Before Dart, Mr Langley was with TMW Systems, one of Trimble’s transportation businesses, as vice president and general manager of business intelligence and optimization from May 2011 until December 2015. Mr. Langley has extensive experience in the transportation industry, having also held positions at US Xpress, Transcard, and JB Hunt, where he worked in the areas of operations, IT, engineering and analytics. Mr. Langley holds a degree from the University of Arkansas in transportation and logistics.
Darryl R. Matthews—Darryl Matthews currently serves as senior vice president responsible for Trimble’s natural resources businesses, which includes agriculture, forestry, and global services divisions. From 2010 to 2015, Mr. Matthews served as president and general manager of the NAFTA Region for Nufarm Americas, Inc., a subsidiary of Nufarm Limited, a publicly-traded multinational agricultural chemical company. From 2008 to 2010, Mr. Matthews served as general manager of Nufarm Agriculture Inc., the Canadian subsidiary of Nufarm Limited. Mr. Matthews began his career at Dow AgroSciences in Canada where he held management roles in sales and marketing. From 2010 to 2015, he served on the Board of Directors for CropLife America. He received an Honors B.Sc. in Agriculture majoring in Horticultural Science and Business from the University of Guelph in Ontario, Canada in 1994.
Julie A. Shepard—Julie Shepard currently serves as Trimble’s chief accounting officer. She joined Trimble in December of 2006 as vice president of finance and was appointed chief accounting officer in May 2017. Prior to joining Trimble, Ms. Shepard served as vice president of finance and corporate controller at Quantum Corporation. Ms. Shepard brings with her over 30 years of experience in a broad range of finance roles, with diverse experience ranging from early stage private equity backed technology companies to large multinational corporations. Ms. Shepard began her career at Price Waterhouse and is a Certified Public Accountant. She received a B.S in Accounting from California State University. She is a member of the AICPA, Financial Executive Institute, and the California SocietySASB Alliance.
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Item 1A.Risk Factors
RISKS AND UNCERTAINTIES
You should carefully consider the following risk factors, in addition to the other information contained in this Form 10-K and in any other documents to which we refer you in this Form 10-K, before purchasing our securities. The risks and uncertainties described below are not the only ones we face.
Our financial condition and results of our stock price could adversely affect an investment in our common stock
Our overall performance depends upon domestic and worldwide economic and political conditions. The global spread of COVID-19 has created volatility, uncertainty, and economic disruption. The pandemic has caused and may continue to cause a slowdown in worldwide economic activity, decreased demand for products and services, and disruptions to global supply chains and financial markets. These effects have resulted and may result in additional lost or delayed revenue to us and have disrupted our stock price ranged from $30.93business operations as we have transitioned to $45.94. We believeremote working environments, restricted employee travel, and significantly limited access to, and imposed social distancing requirements within, our facilities including research and development facilities.
Our dealer network, suppliers, and contract manufacturers have been similarly impacted by the COVID-19 pandemic. In the event of continuing and significant disruptions, there is no guarantee that a varietywe would be able to find alternative sources of factorsdistribution, supply, or manufacturing, which could cause the price ofdelay our common stockability to fluctuate, perhaps substantially, including:
The extent to which COVID-19 impacts our business, our major customersoperations, and partners,financial results will depend on numerous evolving factors that we are not able to accurately predict, including:
•the duration and scope of the pandemic, the availability of and timing for distributing vaccines and the industries in which we compete or the industries in which our customers compete,
•governmental, business, and individuals’ actions that have been and continue to be taken in patentsresponse to the pandemic;
•the effect on our customers and customer demand for and ability to pay for our products and services;
•restrictions or other intellectual property rights,disruptions to transportation, including reduced availability of ground or air transport;
•our ability to comply with financial covenants, including maintaining required leverage ratios, which could result in debt becoming due and payable prior to its stated maturity; and
•changes in our relationships witheffective tax rate due to effects of COVID-19 on our partners, customers, and suppliers,geographic mix of earnings.
In addition, the stock market in generalimpact of COVID-19 on macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, commodity and energy prices, and interest rates. Even after the markets for sharesCOVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of “high-tech” companies in particular have frequently experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies. Any such fluctuationsany economic recession that has occurred or may occur in the futurefuture. In regions that fail to fully contain COVID-19 or suffer a COVID-19 relapse, those markets may not recover as quickly or at all, which could adversely affect the market pricehave a material adverse effect on our business, financial condition, and results of our common stock.operations.
We operate globally and are subject to significant risks in many jurisdictions
Global or regional conditions may harm our financial results. We have operations in many countries, and a significant portion of our revenue is derived from countries outside of the United States. As a result, our operations, and our financial results, including our ability to design, develop, or sell products, may be adversely affected by a number of factors outside of our control, including:
•global and local economic conditions,conditions;
•the demand and cost of commodities, such as corn and oil,oil;
•the strength of the agricultural, engineering, and construction markets,markets;
•inadequate infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers,providers;
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•government restrictions on our operations in any country, or restrictions on our ability to repatriate earnings from a particular country,country;
•differing employment practices and labor issues,issues;
•formal or informal imposition of new or revised export and/or import and doing-business regulations, including trade sanctions, tariffs, and import or export licensing requirements, which could be changed without notice,notice;
•ineffective legal protection of our IP rights in certain countries,countries;
•uncertain economic and political conditions in countries where we do business,business;
•local business and cultural factors that differ from our normal standards and practices,practices;
•differing regional responses and restrictions related to global pandemics, like the COVID-19 pandemic; and
There is inherent risk that political, diplomatic, or military events could result in trade disruptions, including tariffs, trade embargoes, export restrictions, and other trade barriers. A significant trade disruption or the establishment or increase of any trade barrier in any area where we do business including the Asia Pacific region, could increase the cost of our products, which could adversely impact the margin that we earn on sales;sales, make our products more expensive for customers or create uncertainty around demand for certain types of products, which could make our products less competitive and reduce customer demand; or otherwise have a materially adverse impact on our future revenue and profits, our and our customers’ businesses, and our results of operations. In
Engaging in international business inherently involves a number of other difficulties and risks.
•longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems,systems;
•difficulties and costs of staffing and managing foreign operations,international operations;
•differing local customer product preferences and requirements than our U.S. markets,markets; and
•difficulties protecting or procuring intellectual property rights.
These factors or any combination of these factors maycould adversely affect our business, financial condition, and results of operations.
If we are unable to effectively manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected
Because our operations are geographically diverse and increasingly complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected. The size, complexity, and diverse nature of our business and the expansion of our product lines and customer base have placed increased demands on our management and operations, and future growth may place additional strains on our resources in the future. Our ability to effectively compete and to manage our planned future growth will depend on, among other things, the following:
•maintaining continuity in our senior management and key personnel;
•increasing the productivity of our existing employees;
•attracting, retaining, training, and motivating our employees, particularly our technical and management personnel;
•deploying our solutions using third-party information systems, which may require changes to our applications, documentation, and operational processes;
•improving our operational, financial, and management controls; and
•improving our information reporting systems and procedures.
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We have increasingly diversified the nature of our businesses both organically and by acquisition. As a result, an increasing amount of our business involves business models that require managerial techniques and skill sets that are different from those required to manage our historical core businesses.
Over the last few years, we have focused more on subscription models. As a result, we expect to derive an increasing portion of our revenue in the future from subscriptions. The subscription models provide our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. Market acceptance of such offerings is affected by a variety of factors, including but not limited to security, reliability, performance, current license terms, customer preference and industry adoption, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns regarding privacy and the enactment of restrictive laws or regulations. We may be unable to successfully support and host our subscription offerings in light of the foregoing risks and uncertainties.
These factors or a combination of these factors could have an adverse impact on our business, financial condition, and results of operations.
Changes in our software and subscription businesses may adversely impact our operations and financial results
An increasing portion of our revenue is generated through software maintenance and subscription revenue, which includes SaaS and new subscription services for integrated solutions. Our customers have no obligation to renew their agreements for our software maintenance or subscription services after the expiration of their initial contract period, which typically ranges from one to three years. Our customer acquisition and renewal rates may decline or fluctuate as a result of a number of factors, including overall economic conditions, the health of their businesses, competitive offerings, and customer dissatisfaction with our services. If customers do not renew their contracts for our products, our maintenance and subscription revenue will decline, and our financial results will suffer. Any reduction in the number of licenses that we sell, even if our customer acquisition rates do not change, will have an adverse impact on our future maintenance revenue growth. If any of our assumptions about expenses, revenue or revenue recognition principles from these initiatives proves incorrect, or our overallattempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, our business, financial performance.condition, and results of operations could be adversely impacted.
We continually re-evaluate our software licensing programs and subscription programs, including specific license models, delivery methods, and terms and conditions. Changes to our licensing programs and subscription programs, including the introduction of new subscription services for integrated solutions that include hardware, the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, promotions, and other factors could impact the timing of the recognition of revenue for our products, and could adversely affect our operating results and financial condition. We may implement different licensing models that require us to recognize licensing fees over a longer period. Over the last few years, we have increasingly offered additional products through a SaaS model. SaaS revenue is currently recognized ratably over the subscription period. Any significant increase in the percentage of our business generated from a subscription model could increase the amount of revenue to be recognized over time as opposed to upfront, which would delay revenue recognition and have an adverse impact on our operating results in a quarterly period. Due to these complexities, we may not be able to accurately forecast our revenue, which could cause us to miss our earnings estimates or revenue projections and adversely impact our stock price.
We may not be able to enter into or maintain important alliances and distribution relationships
We believe that in certain business opportunities, our success will depend on our ability to form and maintain alliances with industry participants, such as Caterpillar, Nikon, Hilti, and CNH Global. Our failure to form and maintain such alliances, or the preemption or disruption of such alliances by actions of competitors, could adversely affect our ability to sell our products to customers. Our relationships with substantial industry participants such as Caterpillar and CNH Global are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties. Evolution of our respective business strategies and diversification of product portfolios may lead to increased competition with our strategic allies, placing additional pressure on these relationships. Since these strategic relationships contribute to significant ongoing business in certain of our important markets, changes in these relationships could adversely affect our sales. In addition, we utilize dealer networks, including those affiliated with some of our strategic allies such as Caterpillar and CNH Global to market, sell, and service many of our products.
Changes in our product mix, including increasing provision of subscription services for integrated solutions tailored to the needs of specific vertical markets, impose new demands on our distribution channels and may require significant changes in the skills and expertise required to successfully distribute our products and services, or the creation of new distribution channels. Recruiting and retaining qualified channel partners and training them in the use and the selling of our technology and product offerings requires significant time and resources. In order to develop and expand our distribution channels, we must continue to expand and improve our processes and procedures that support our distribution channels, including our investment in systems
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and training, and those processes and procedures may become increasingly complex and difficult to manage. The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering, such as subscription programs for integrated solutions that include hardware, software maintenance, and other recurring services, may make it more difficult to introduce those products to end-users and delay end-user adoption, which could result in lower revenue.
Disruption of dealer coverage within specific geographic or end-user markets could cause difficulties in marketing, selling, or servicing our products and have an adverse effect on our business, financial condition, and results of operations. Moreover, dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability. Such sourcing decisions can adversely impact our sales, financial condition, and results of operations.
Investing in and integrating new acquisitions could be costly, place a significant strain on our management systems and resources, or may fail to deliver the expected return on investment, which could negativelyadversely impact our operating results of operations
We typically acquire a number of businesses each year and intend to continue to acquire other businesses. Acquisitions entail numerous risks, including:
•potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration,integration;
•loss of key employees or customers of acquired operations,operations;
•difficulty of assimilating geographically dispersed operations and personnel of the acquired companies,companies;
•potential disruption of our business or the acquired business,business;
•unanticipated expenses related to acquisitions,acquisitions;
•unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business,business;
•impairment of relationships with employees, customers, vendors, distributors or business partners of either an acquired company or our own business,business;
•inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results,results;
•potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business,business; and
Any such effects from acquisitions could be costly and place a significant strain on our management systems and resources.
As a result of acquisitions, we have significant assets that include goodwill and other purchased intangibles. The testing of goodwill and intangibles for impairment under established accounting guidelines requires significant use of judgment and assumptions. Changes in business conditions or in the prospects or results of operations of the acquired business could require negative adjustments to the valuation of these assets resulting in write-offs that would adversely affect our results. If we divest a business and the proceeds are less than the net book value at the time, we would be forcedhave to write off the difference. In addition, changes in the operating results or the valuation of companies in which we have investments may have a direct impact on our financial statements or could result in our having to write down the value of such investment.
Even if successfully negotiated and closed, acquisitions may not yield expected synergies, may not advance our business strategy as expected, may fall short of expected return-on-investment targets, or may not prove successful or effective for our business. Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our business, financial condition, and results of operations.
We face substantial competition in our markets, which could decrease our revenue and growth rates or impair our financial condition and results of operations
Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology, and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers, and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants, particularly from markets such as China. Our products, which commonly use GNSS for basic location information, may be subject to competition from alternative location technologies such as simultaneous location and mapping technology. In our software and subscription services businesses, we face competition from a group of large, well-established companies, particularly in the areas of design, enterprise resource planning (ERP), collaboration and project management solutions. Our integrated hardware and software products may be subject to increasing competition from mass
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market devices such as smartphones and tablets used in conjunction with relatively inexpensive applications, which have not been heavily used for commercial applications in the past. These developments may require us to rapidly adapt to technological and customer preference changes that we have not previously been exposed to, including those related to cloud computing, mobile devices, and new computing platforms. Such competition has in the past resulted, and in the future may result, in price reductions, reduced margins or loss of market share, any of which could decrease our revenue and growth rates or impair our operating margins.results and financial condition. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales, and other resources than we do.
Risks related to our technology and products
Our products are highly technical and may contain undetected errors, product defects, security vulnerabilities, or software errors
Our products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities. We must develop our products quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.
We warrant that our products will be free of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
Errors, viruses, or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third party software or hardware that our customers use in conjunction with our products. Our customers’ proprietary software and network firewall protections may corrupt data from our products and create difficulties in implementing our solutions. Changes to third party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects, or security vulnerabilities in our products or any defects in, or compatibility issues with, any third-party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.
Undiscovered vulnerabilities in our products alone or in combination with third party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, to reduce or delay future purchases, or use competitive products.
Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays
A cybersecurity incident in our own systems or the systems of our third-party providers may compromise the confidentiality, integrity, or availability of our own internal data, the availability of our products and websites designed to support our customers, or our customer data. Computer hackers, foreign governments, or cyber terrorists may attempt to or succeed in penetrating our network security and our website. The recent discovery of wide-scale cybersecurity intrusions into U.S. government and private company computer networks by alleged Russian state actors underscores the ongoing threat posed by sophisticated and foreign state-sponsored attacks. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins, sabotage, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of our third partythird-party providers, or other misconduct. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose sensitive or confidential information in order to gain access to data.
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We have experienced security breaches in the past, and despite our efforts to maintain the security and integrity of our systems, it is impossible to eliminate this risk. For example, in late 2015 and early 2016, we were the subject of an attack by hackers operating in China. This incident resulted in the theft of proprietary and confidential data related to our GPS technology but has not had a meaningful impact on our business. Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in third partythird-party technology or standards of which we are unaware or that we do not control and may not be recognized until long after they have been launched against a target. We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls by customers, vendors, or business partners. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise negativelyadversely impact our service offering and systems. A cybersecurity incident affecting our systems may also result in theft of our intellectual property, proprietary data, or trade secrets, which would compromise our competitive position, reputation, and operating results. We also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.
The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the Internet,internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems are also subject to intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.
We rely on our information systems and those of third parties for activities such as processing customer orders, delivery of products, hosting and providing services and support to our customers, billing and tracking our customers, hosting and managing our customer data, and otherwise running our business. Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.
An increasing portion of our revenue comes from SaaS solutions and other hosted services in which we store, retrieve, communicate, and manage data whichthat is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions, and negatively impact our revenue and profitability.
We are dependent on new products and services, and if we are unable to successfully introduce them into the market or to effectively compete with new, disruptive product alternatives, our customer base may decline or fail to grow as anticipated
Our future revenue stream depends to a large degree on our ability to bring new products and services to market on a timely basis. We must continue to make significant investments in research and development in order to continue to develop new products and services, enhance existing products, and achieve market acceptance of such products and services. We may encounter problems in the future in innovating and introducing new products and services. Our development stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products or could encounter increased costs. The timely availability and cost-effective production of these products in volume and their acceptance by customers are important to our future success. If we are unable to introduce new products and services, if other companies develop competing technology products and services, or if we do not develop compelling new products and services, our number of customers may not grow as anticipated, or may decline, which could harm our operating results. Many of our offerings are increasingly focused on software and subscription services. The software industry is characterized by rapidly changing customer preferences, which require us to address multiple delivery platforms, new mobile devices, and cloud computing. Life cycles of software products can be short, and this can exacerbate the risks associated with developing new products. The introduction of third-party solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive. If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies, or new industry standards that impact our markets, our ability to retain or increase market share and operating results could be materially adversely affected.
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Some of our products rely on third party technologies including open source software, which could result in product incompatibilities or harm availability of our products and services
We license software, technologies, and intellectual property underlying some of our software from third parties. The third partythird-party licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained, or enhanced by the licensors, resulting in development delays. Some software licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. The loss of licenses to, or inability to support, maintain, and enhance, any such third partythird-party software or technology could result in increased costs, or delays in software releases or updates, until such issues have been resolved. This could have a materialan adverse effect on our business, financial condition, and results of operations, cash flows, and future prospects.
We also incorporate open source software into our products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to seek licenses from third-partiesthird parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business.
We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources
Our future success and competitive position is dependent upon our proprietary technology, and we rely on patent, trade secret, trademark, and copyright laws to protect our intellectual property. The patents owned or licensed by us may be invalidated, circumvented, infringed, or challenged. The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain our software or develop software with the same functionality or to obtain and use information that we regard as proprietary. Others may develop technologies that are similar or superior to our technology, duplicate our technology, or design around the patents owned by us. In addition, effective copyright, patent, and trade secret protection may be unavailable, limited, or not applied for in certain countries. The steps taken by us to protect our technology might not prevent the misappropriation of such technology.
The value of our products relies substantially on our technical innovation in fields in which there are many current patent filings. Third parties may claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The number of these claims has increased in recent years. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products, or withdraw products from the market. In addition, the legal costs and engineering time required to safeguard intellectual property or to defend against litigation could become a significant expense of operations. Any such litigation could require us to incur substantial costs and divert significant valuable resources, including the efforts of our technical and management personnel, which could harm our business, financial condition and results of operations and financial condition.operations.
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We are dependent on limited source manufacturers and suppliers for certain of our products and critical components, andcomponents; a disruption in our supply chain could adversely affect our margins, revenue and operating results of operations
We are dependent upon a limited number of contract manufacturers for the manufacture, testing, and assembly of certain products and specific suppliers for a number of our critical components. Our current reliance on a limited group of suppliers and contract manufacturers involves risks, including a potential inability to obtain an adequate supply of required products or components to meet customers’ delivery requirements, a risk that we may accumulate excess inventories if we inaccurately forecast demand for our products, reduced control over pricing and delivery schedules, discontinuation of or increased prices for certain components, and economic conditions that may adversely impact the viability of our suppliers and contract manufacturers. Any disruption in
our supply chain could reduce our revenue and adversely impact our financial results. Such a disruption could occur as a result of any number of events, including, but not limited to, increases in wages that drive up prices or labor stoppages, the imposition of regulations, quotas or embargoes on components, a scarcity of, or significant increase in the price of, required electronic components for our products, trade restrictions, tariffs or duties, fluctuations in currency exchange rates, transportation failures affecting the supply chain and shipment of materials and finished goods, third party interference in the integrity of the products sourced through the supply chain, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, military conflicts, geopolitical developments, war or terrorism, and disruptions in utility and other services. Any inability to obtain adequate deliveries or any other circumstance that would require us to seek alternative sources of supply or to manufacture, assemble, and test such components internally could significantly delay our ability to ship our products, which could damage relationships with current and prospective customers and could harm our reputation and brand as well as our operating results.results of operations.
We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum, andspectrum; our products may be subject to harmful interference from new or modified spectrum uses
Our GNSS technology is dependent on the use of satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunications Union ("ITU"(“ITU”), a specialized technical agency of the United Nations. These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radio Communication Conference. Each country also has regulatory authority over how each band is used in the country. In the United States, the Federal Communications Commission ("FCC"(“FCC”) and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.
Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant negativeadverse impacts on our customers, both of which could reduce demand for our products. For example, in 2020 the FCC has been considering proposalsapproved a proposal by a private party to repurpose spectrum adjacent to the GPSauthorized GNSS bands for terrestrial broadband wireless operations throughout the United States. The company has opposed and continues to oppose this proposal, along with a wide range of participants in commercial and governmental sectors that rely on the use of GNSS in their critical activities. The FCC’s action is subject to further review as well as potential legislative action. If the FCC were to permit implementation of such proposals, or similar proposals,FCC’s action continues in effect and terrestrial broadband wirelessoperations are implemented in the affected spectrum, these operations could create harmful interference to GPSGNSS receivers within range ofin proximity to such operations and impose costs to retrofit or replace affected receivers. Similarly, other countries have considered proposals for use of frequencies used by our products as well as adjacent bands that could cause harmful interference to our products.
Many of our products use other radio frequency bands, such as the public land mobile radio bands, together with the GNSS signal, to provide enhanced GNSS capabilities, such as real-time kinematics precision. The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, agriculture, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our products. Any regulatory changes in spectrum allocation or in allowable operating conditions could have a material adverse effect on our business, financial condition, and results of operations, and financial condition.operations.
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Many of our products rely on GNSS technology, GPS and other satellite systems, which may become degraded or inoperable and result in lost revenue
GNSS technology, GPS satellites, and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. Many of the GPS satellites currently in orbit were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of operational satellites in orbit, severalsome have been in operation for 15 years or more. Repair of damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities. In addition, software updates to GPS satellites and ground control segments, and infrequent known events such as GPS week number rollover, may adversely affect our products and customers. We depend on public access to open technical specifications in advance of system updates to mitigate these problems, which may not be available or complete.
We are dependent on continued operation of GPS, the principal GNSS currently in operation. The GPS constellation is operated by the U. S. Government, which is committed to maintenance and improvement of GPS. If supporting policies were to change, or if user fees were imposed, it could have a materialan adverse effect on our business, financial condition, and results of operations, and financial condition.operations.
Many of our products also use signals from systems that augment GPS, such as the Wide Area Augmentation System and National Differential GPS System, and satellites transmitting signal corrections data on mobile satellite services frequencies utilized by our RTX corrections services. Some of these augmentation systems are operated by the U.S. government and rely on continued fundingand maintenance of these systems. Any curtailment of the operating capability of these systems or limitations on access to, or use
of the signals, or discontinuance of service could result in degradation of our services or product performance, with an adverse effect on our business.
Many of our products use satellite signals from the Russian GLONASS System.and the European Galileo GNSS Systems. Other countries, including China and India, are in the process of creating their own GNSS systems, and we either have developed or will develop products whichthat use GNSS signals from these systems. The European community is developing an independent radio navigation satellite system, known as Galileo. National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Use of non-U.S. GNSS signals mayare also be subject to FCC waiver requirements and to restrictions based upon international trade or geopolitical considerations. If we are unable to develop timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, this could result in lost revenue. These authorities may also adopt protectionist measures favoring national companies who make use of their GNSS systems, to the detriment of Trimbleour products using the U.S. GPS system, which wouldcould harm our business.business, financial condition, and results of operations.
Regulatory risks
We face risks inherent in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to our international operations
These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export control laws, and laws that prohibit corrupt payments to governmental officials or certain payments or remunerations to customers, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and other anti-corruption laws that have recently been the subject of a substantial increase in global enforcement. Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold or that require an export license in connection with sales outside the United States. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently or intentionally breached, for example through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. Also, we may be held liable for actions taken by our local dealers and partners. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions or conditions on the conduct of our business. Any such violations could include prohibitions or conditions on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business, and our operating results.
We operate in many parts of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials and others in positions of influence or through other methods that relevant law and regulations prohibit us from using. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties.
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We are subject to evolving privacy laws in the United States and other jurisdictions that are subject to potentially differing interpretations and which could adversely impact our business and require that we incur substantial costs
Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, the EU-U.S. Privacy Shield, a basis for data transfers from the EU to the U.S., was invalidated by the European Court of Justice, and we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions and operations. Brexit, the United Kingdom's withdrawal from the European Union, could also lead to further legislative and regulatory changes with regard to personal data transfers between the two territories. New privacy laws have come into effect in Brazil and New Zealand in 2020, and revisions of privacy laws are currently pending in countries like Canada and China. Some countries are considering or have passed legislation that requires local storage and processing of data, including geospatial data. In addition, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which took effect in January 2020 and has been amended by the California Privacy Rights Act (“the “CPRA”) passed via ballot initiative in November 2020 and will fully take effect in January 2023. The CCPA and CPRA, among other things, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. Other states and the U.S. Congress have introduced data privacy legislation that may impact our business. Data privacy legislation, amendments and revisions to existing data privacy legislation, and other developments impacting data privacy and data protection may require us to modify our data processing practices and policies, increase the complexity of providing our products and services, and cause us to incur substantial costs in an effort to comply. Failure to comply may lead to significant fines and business interruption.
We are subject to the impact of governmental and other certifications processes and regulations, which could adversely affect our products and our business
We market many products that are subject to governmental regulations and certifications before they can be sold. The European Union increasingly regulates the use of our products on agriculture, construction, and other types of machinery. As we develop and enhance features which support automated and autonomous operation of our products, we are increasingly subject to functional safety regulation. CE certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver standardrequirements and the radio equipment directive to be sold in the European community. Delays in publication of the European harmonized GNSS receiver standard could affect GNSS product access to European markets. In the future, U.S., European, or other governmental authorities may propose GPS receiver testing and certification for compliance with published GPS signal interface or other specifications. An inability to obtain any such certifications in a timely manner could have an adverse effect on our operating results. Governmental authorities may also propose other forms of GPS receiver performance standards, which may limit design alternatives, hamper product innovation, or impose additional costs. Some of our products that use integrated radio communication technology require product type certification and some products require an end-user to obtain licensing from the FCC and other national authorities for frequency-band usage. An inability or delay in obtaining such certifications or changes in applicable rules could adversely affect our ability to bring our products to market which could harm our customer relationships, and therefore, our operating results. Compliance with evolving product regulations in our major markets could require that we redesign our products, cease selling products in certain markets, and increase our costs of product development. An inability to obtain required certifications in a timely manner could adversely affect our ability to bring our products to market and harm our customer relationships. Failure to comply maywith evolving requirements could result in fines and limitations on sales of our products.
Financial and tax risks
Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations
At the end of fiscal 2020, our total debt was comprised primarily of senior notes of $1,300.0 million, and four uncommitted revolving credit facilities totaling $255.8 million. When our senior notes mature, we will have to expend significant resources to repay these senior notes or seek to refinance them. If we decide to refinance the senior notes, we may be required to do so on different or less favorable terms or we may be unable to refinance the senior notes at all, both of which may adversely affect our financial condition. Any downgrade by credit rating agencies could adversely affect our cost of borrowing, limit our access to the capital markets, or result in more restrictive covenants in future debt agreements.
Our outstanding indebtedness could have other important consequences, such as:
•requiring us to dedicate a portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, general corporate purposes, and other cash requirements, particularly if the ratings assigned to our debt securities by rating organizations were revised downward;
•increasing our vulnerability to adverse economic and industry conditions;
•reducing our ability to make investments and acquisitions which support the growth of the company, or to repurchase shares of our common stock; and
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•limiting our flexibility in planning for, or reacting to, changes and opportunities in, our industry, which may place us at a competitive disadvantage.
There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the indebtedness that becomes due. A default under our debt instruments may also significantly affect our ability to obtain additional or alternative financing.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which in turn, is subject to prevailing economic conditions and to financial, business, and other factors beyond our control. A portion of our outstanding debt has interest rates which float based on prevailing interest rates and we may incur additional variable-rate debt in the future. Such rates tend to fluctuate based on general economic conditions, general interest rates, Federal Reserve rates, and the supply of and demand for credit in the relevant interbanking market. If interest rates increase, our interest expense will also increase as would the costs of refinancing existing indebtedness or obtaining new debt.
Our ability to incur additional indebtedness over time may be limited due to applicable financial covenants and restrictions, and due to the risk that significantly increasing our level of indebtedness could impact the ratings assigned to our debt securities by rating organizations, which in turn would increase the interest rates and fees that we pay in connection with our indebtedness.
Changes in our effective tax rate may reduce our net income in future periods
As a global company, we are subject to income and other taxes in the United States and numerous foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be contested or overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes. Our effective tax rate is largely based on the geographic mix of earnings, statutory rates, inter-company transfer pricing, and enacted tax laws. A number of factors may increase our future effective tax rates, including:
•the jurisdictions in which profits are determined to be earned and taxed;
•the resolution of issues arising from tax audits with U.S. and foreign tax authorities;
•changes in our intercompany transfer pricing methodology;
•changes in the valuation of our deferred tax assets and liabilities;
•increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;
•changes in the realizability of available tax credits;
•changes in share-based compensation;
•changes in tax laws or the interpretation of such tax laws, including the 2017 Tax Cuts and Jobs Act (the “Tax Act”) and the Base Erosion and Profit Shifting (“BEPS”) project conducted by the Organization for Economic Co-operation and Development (“OECD”); and
•changes in generally accepted accounting principles.
Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied, and governmental tax authorities are increasingly scrutinizing the tax positions of companies. On December 22, 2017, the U.S. government enacted the Tax Act, which made substantial changes to U.S. tax law. The ongoing implementation and interpretation of the Tax Act, any additional forthcoming legislative or administrative guidance and accounting standards related to the Tax Act could adversely affect our future effective tax rates. The implementation by us of new practices and processes designed to comply with, and benefit from, the Tax Act and its rules and regulations could require us to make substantial changes to our business practices, allocate additional resources, and increase our costs, which could adversely affect our business, results of operations, and financial condition. In light of recent changes in U.S. tax laws and to align with our international business operations, in the fourth quarter of 2019, we completed a non-U.S. intercompany transfer of our intellectual property to a subsidiary in the Netherlands. This transfer and other changes we make to practices and processes based upon changes in U.S. and other tax laws are subject to challenge, and an adverse outcome in any such challenge could adversely affect our reported financial results.
Additionally, longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving as a result of the BEPS reporting requirements recommended by the G8, G20, and the OECD. The foreign countries where we do business may change tax laws, regulations, and interpretations on a prospective or retroactive basis and these potential changes could adversely affect our effective tax rates. As these and other tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of these possible changes and their
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potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results.
We are currently in various stages of multiple year examinations by state and foreign taxing authorities. If taxing authorities of any jurisdiction were to successfully challenge a material tax position, we could become subject to higher taxes and our earnings could be adversely affected.
We may be affected by fluctuations in currency exchange rates
We are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Although the majority of our sales are transacted in U.S. dollars, expenses may be paid in local currencies. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of local operating expenses, procurement of raw materials from sources outside the United States, and overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our foreign exchange forward contracts reduce, but do not eliminate, the impact of currency exchange rate movements; therefore, changes in exchange rates could harm our financial condition and results of operations.
Risks related to ownership of our stock
The volatility of our stock price could adversely affect an investment in our common stock
The market price of our common stock has been, and may continue to be, highly volatile. During fiscal 2020, our stock price ranged from $21.32 to $66.77. We believe that a variety of factors could cause the price of our common stock to fluctuate, perhaps substantially, including:
•general conditions in the worldwide economy;
•quarterly fluctuations in our actual or anticipated operating results and order levels;
announcements and reports of developments related to our business, our major customers and partners, and the industries in which we compete, or the industries in which our customers compete;
•security breaches;
•acquisition announcements;
•new products or product enhancements announced or introduced by us or our competitors;
•disputes with respect to developments in patents or other intellectual property rights;
•developments in our relationships with our partners, customers, and suppliers;
•the imposition of tariffs or other trade barriers;
•political, economic, or social uncertainty;
•global pandemics, like the COVID-19 pandemic; and
•acts of terrorism.
In addition, the stock market in general and the markets for shares of “high-tech” companies in particular have frequently experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies. Any such fluctuations could adversely affect the market price of our common stock.
Our annual and quarterly performance may fluctuate, which could adversely impact our operations, financial results, and stock price
Our operating results have fluctuated and can be expected to continue to fluctuate in the future on a quarterly and annual basis as a result of a number of factors, many of which are beyond our control. Results in any period could be affected by:
•changes in market demand;
•competitive market conditions;
•the timing of recognizing revenue;
•fluctuations in foreign currency exchange rates;
•the cost and availability of components;
•the mix of our customer base and sales channels;
•the mix of products sold;
•pricing of products;
•changes in U.S. or foreign policies on taxes, trade, or spending, including the Tax Act;
•regional responses and restrictions related to global pandemics, like the COVID-19 pandemic; and
•other risks, including those described below.
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Seasonal variations in demand for our products may also affect our quarterly results. Construction equipment revenue has historically been the highest in early spring. Our agricultural equipment revenue has historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. If we do not accurately forecast seasonal demand, we may be left with unsold inventory or have a shortage of inventory, which could adversely impact our results of operations.
Due in part to the buying patterns of our customers, a portion of our hardware revenue occurs from orders received and immediately shipped to customers in the last few weeks and days of each quarter, while our operating expense tends to remain fairly predictable. These patterns could harm our operating results if for any reason expected sales are deferred, orders are not received, or shipments are delayed a few days at the end of a quarter.
The price of our common stock could decline substantially in the event any of these risks result in our financial performance being below the expectations of public market analysts and investors, which are based on historical and predictive models that are not necessarily accurate representations of the future.
General risk factors
We have claims and lawsuits against us that may result in adverse outcomes
We are subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and the outcomes can be difficult to predict. Management may not adequately reserve for a contingent liability, or may suffer unforeseen liabilities, which could then impact the results of a financial period. A material adverse impact on our consolidated financial statements could occur for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable which, if not expected, could harm our financial condition, and results of operations.
Catastrophic events or geopolitical conditions could disrupt our operations
Acts of war, acts of terrorism or civil unrest, natural disasters and other catastrophic events, especially any events that impact our larger markets or GNSS signals or systems, could have a material adverse impact on our business. The threat of terrorism and war and heightened security and military activity in response to this threat, or any future acts of terrorism or hostilities, may involve a redeployment of the satellites used in GNSS or interruptions of the system. Civil unrest, local conflicts, or other political instability may adversely impact regional economies, cause work stoppages, or result in limitations on business transactions with the affected jurisdictions. To the extent that such interruptions result in delays or the cancellation of orders, disruption of the manufacturing or shipment of our products, or reduced demand for our products, these interruptions could have a material adverse effect on our business, financial condition, and results of operations.
Future public health crises and epidemics could impact our international operations and sales
Our results of operations could be adversely affected to the extent that future pandemics, similar to COVID-19 or any other epidemic, harm any significant market where we do business. Contagious disease epidemics or global pandemics could also significantly impact our international supply chain and result in component and product shortages and general disruptions to the economy. Such outbreaks could also result in mass quarantines, business closures, and significantly impact our suppliers, customers, and commercial partners in affected areas, which may materially and adversely affect our business, financial condition.condition, and results of operations.
Item 1B.Unresolved Staff Comments
None.
Item 2.Properties
Our corporate headquarters is located in Sunnyvale, California where we lease approximately 139 thousand square feet. We also currently own approximately 316 thousand square feet in Dayton, Ohio and 250 thousand square feet in Westminster, Colorado. These facilities are used by all reporting segments. For financial information regarding leases, see Note 87 to the Consolidated Financial Statements.
We believe that our existing facilities are adequate to support current and near-term operations.
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Item 3.Legal Proceedings
From time to time, we are involved in litigation arising out ofin 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.
Item 4.Mine Safety Disclosures
None.
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Company Stock Performance
Our common stock is tradedtrades on the NASDAQ under the symbol “TRMB.” The following graph compares the cumulative five-year total return provided stockholders on Trimble Inc.our common stock relative to the cumulative total returns of the NASDAQ Composite Index and the S&P 500 Information Technology Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on December 31, 2014,2015, and its relative performance is tracked through December 31, 2019.2020.
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Stock Repurchase Program
The following table provides information relating to our purchase of equity securities for the fourth quarter of fiscal 2020:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||||||
| October 3, 2020 – November 6, 2020 | 41,818 | $ | 47.83 | 41,818 | $ | 92,361,073 | |||||||||||||||||||||||
| November 7, 2020 – December 4, 2020 | 4,700 | $ | 61.77 | 4,700 | $ | 92,070,742 | |||||||||||||||||||||||
| December 5, 2020 – January 1, 2021 | 21,666 | $ | 61.97 | 21,666 | $ | 90,728,167 | |||||||||||||||||||||||
| Total | 68,184 | 68,184 | |||||||||||||||||||||||||||
In November 2017, our Board of Directors approved a stock repurchase program ("(“2017 Stock Repurchase Program"Program”), authorizing us to repurchase up to $600.0 million of Trimble’sour common stock. The stock repurchase authorization2017 Stock Repurchase Program does not have an expiration date and replaces the 2015 Stock Repurchase Program, which was completed.date. The timing and amount of repurchase transactions is determined by our management based on itsthe evaluation of market conditions, share price, legal requirements, and other factors. The program may be suspended, modified, or discontinued at any time without public notice.
During fiscal 2019,2020, we repurchased approximately 4.71.9 million shares of common stock in open market purchases under the 2017 Stock Repurchase Programs,Program, at an average price of $38.51$43.40 per share, for a total of $179.8$81.6 million. At the end of fiscal 2019,2020, the 2017 Stock Repurchase Program had remaining authorized funds of $172.4$90.7 million.
As of February 26, 2020,24, 2021, there were approximately 552536 holders of record of our common stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this Annual Report on Form 10-K. At this time, we intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Not applicable. Financial information related to fiscal 2017 and 2016 may be found in Part II, Item 6. Selected Financial Data in our fiscal 2019 Form 10-K filed with the SEC on February 28, 2020. Please refer to the consolidated financial data should be readstatements included herein in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Part II-Item 8 Financial Statements and related notes appearing elsewhere in this annual report. Historical results are not necessarily indicativeSupplementary Data for fiscal year 2020, 2019 and 2018 information.
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Table of future results. In particular, because the results of operations and financial condition related to our acquisitions are included in our Consolidated Statements of Income and Consolidated Balance Sheets data commencing on those respective acquisition dates; comparisons of our results of operations and financial condition for periods prior to and subsequent to those acquisitions are not indicative of future results.
| Fiscal Years | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||
| (In millions, except per share data) | |||||||||||||||||||
| Revenue | $ | 3,264.3 | $ | 3,108.4 | $ | 2,646.5 | $ | 2,362.1 | $ | 2,290.4 | |||||||||
| Gross margin | $ | 1,780.9 | $ | 1,681.0 | $ | 1,377.6 | $ | 1,234.5 | $ | 1,202.2 | |||||||||
| Gross margin percentage | 54.6 | % | 54.1 | % | 52.1 | % | 52.3 | % | 52.5 | % | |||||||||
| Net income attributable to Trimble Inc. | $ | 514.3 | $ | 282.8 | $ | 118.4 | $ | 132.4 | $ | 121.1 | |||||||||
| Net income | $ | 514.5 | $ | 283.3 | $ | 118.5 | $ | 132.2 | $ | 120.7 | |||||||||
| Earnings per share | |||||||||||||||||||
| —Basic | $ | 2.05 | $ | 1.13 | $ | 0.47 | $ | 0.53 | $ | 0.47 | |||||||||
| —Diluted | $ | 2.03 | $ | 1.12 | $ | 0.46 | $ | 0.52 | $ | 0.47 | |||||||||
| Shares used in calculating basic earnings per share | 250.8 | 250.0 | 252.1 | 250.5 | 255.8 | ||||||||||||||
| Shares used in calculating diluted earnings per share | 252.9 | 253.4 | 256.7 | 253.9 | 258.5 | ||||||||||||||
| At the End of Fiscal Year | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||
| (In millions) | |||||||||||||||||||
| Total assets | $ | 6,640.7 | $ | 5,776.4 | $ | 4,316.3 | $ | 3,692.2 | $ | 3,680.7 | |||||||||
| Long-term debt and other non-current liabilities | $ | 1,777.1 | $ | 1,862.5 | $ | 947.5 | $ | 603.4 | $ | 717.9 | |||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risks Factors.” This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in "Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations"Operations” in Part II, Item 7 of the Company'sour Annual Report on Form 10-K, as amended, for the fiscal year ended December 28, 2018.January 3, 2020.
EXECUTIVE LEVEL OVERVIEW
Our growth strategy is centered on multiple elements:
•Executing on our Connect and Scale 2025 strategy; •Focus on attractive markets with significant growth and profitability potential; •Domain knowledge and technological innovation that benefit a diverse customer base; •Increasing focus on software and services; •Geographic expansion with localization strategy; •Optimized go-to-market strategies to best access our markets; and •Strategic acquisitions |
COVID-19 UPDATE
In early March 2020, the Company acquired four businesses with total purchase considerationWorld Health Organization characterized COVID-19 as a pandemic. As the COVID-19 pandemic unfolded globally, we implemented protocols to safeguard our employees, customers, suppliers, third-party business partners and communities, and ensure business continuity.
The extent to which the COVID-19 pandemic impacts our business operations in future periods will depend on multiple uncertain factors outside of $247.0 million. The largest acquisition was Cityworks, which we acquiredour control, such as its continued and future overall impact on the global economy and in the fourth quarterindustries where we operate. We experienced an overall revenue decline in fiscal 2020, due to economic disruptions related to COVID-19 that began in the last weeks of 2019. Cityworks is a provider of enterprise asset management (EAM) softwareMarch, primarily in hardware and professional services for utilities and local government.
As the virus. The impact has extended to other regions. We have suppliers and employees in China,COVID-19 pandemic is continually evolving, we are uncertain of its ultimate duration, and the region represents an end market for our products. Our customersnature and suppliers within China and other impacted countries are also affected by the coronavirus related restrictions and closures. The coronavirus is expected to have a negative effectextent of its impact on our business, financial condition, and results for fiscal 2020. The fullof operations. To the extent and duration are uncertain andthat regions where we do business or source our products experience additional closures or restrictions on business activity, our results of operations could be material.harmed.
See “1A. Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic on our business.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles ("GAAP"(“GAAP”) requires us to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue, costs of sales, operating expenses, and related disclosures. We consider the accounting polices described below to be our critical accounting policies. These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Our accounting policies are more fully described in Note 21 of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial“Financial Statements and Supplementary Data"Data” of this Annual Report on Form 10-K.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
Judgment is required to determine stand-alone selling price ("SSP"(“SSP”) for each distinct performance obligation. We use a range of amounts to estimate SSP when products and services are sold separately and determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, we determine SSP using information that may include market conditions and other observable inputs.
Income Taxes
We are a U.S. based multinational company operating in multiple U.S. and foreign jurisdictions. Judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Determining whether an uncertain tax position is effectively settled requires judgment. Changes in recognition
or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision.
Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if we believe it is more likely than not such assets will not be realized.
We are subject to the periodic examination of our domestic and foreign tax returns by the IRS, state, local, and foreign tax authorities who may challenge our tax positions. We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes.
Business Combinations and Valuation of Goodwill and Purchased Intangible Assets
We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquiree based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed, and non-controlling interests in the acquiree is recorded as goodwill.
When determining the fair values of assets acquired, liabilities assumed, and non-controlling interests in the acquiree, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Identifiable intangible assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog, trademarks, and in-process research and development.
We evaluate goodwill at the reporting unit level in the fourth quarter of each fiscal yearon an annual basis or more frequently if indicators of potential impairment exist. We utilize either a qualitative assessment or a quantitative test to assess the likelihood of an impairment. In performing the qualitative assessment, we consider macroeconomic conditions, industry and market considerations, overall financial performance, and other relevant events and factors that may impact the reporting units. When we perform a quantitative test, the estimation of the fair value of a reporting unit involves the use of certain estimates and assumptions including expected future operating performance using risk-adjusted discount rates.
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We amortize identifiable intangible assets over their estimated useful lives on a straight-line basis. Changes in circumstances such as technological advances, changes to its business model,models, or changes in the capital strategy could result in a revised useful life. If the useful life of an asset is revised, the net book value of the estimated residual value is amortized over its revised remaining useful life. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows. The estimated future cash flows are primarily based upon assumptions about expected future operating performance.
RESULTS OF OPERATIONS
Overview
The following table is a summary ofshows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, and diluted earnings per share for the periods indicated and should be read in conjunction with the narrative descriptions below.indicated:
| Fiscal Years | 2020 | 2019 | 2018 | ||||||||||||||
| (In millions) | |||||||||||||||||
| Revenue: | |||||||||||||||||
| Product | $ | 1,828.0 | $ | 1,934.8 | $ | 1,999.9 | |||||||||||
| Service | 644.8 | 686.2 | 588.7 | ||||||||||||||
| Subscription | 674.9 | 643.3 | 519.8 | ||||||||||||||
| Total revenue | $ | 3,147.7 | $ | 3,264.3 | $ | 3,108.4 | |||||||||||
| Gross margin | 1,754.9 | 1,780.9 | 1,681.0 | ||||||||||||||
| Gross margin % | 55.8 | % | 54.6 | % | 54.1 | % | |||||||||||
| Operating income | 419.8 | 375.9 | 320.7 | ||||||||||||||
| Operating income as a % of revenue | 13.3 | % | 11.5 | % | 10.3 | % | |||||||||||
| Diluted earnings per share | $ | 1.55 | $ | 2.03 | $ | 1.12 | |||||||||||
Non-GAAP revenue (1) | $ | 3,152.0 | $ | 3,271.3 | $ | 3,132.0 | |||||||||||
Non-GAAP operating income (1) | 719.6 | 674.0 | 642.7 | ||||||||||||||
Non-GAAP operating income as a % of Non-GAAP Revenue (1) | 22.8 | % | 20.6 | % | 20.5 | % | |||||||||||
Non-GAAP diluted earnings per share (1) | $ | 2.23 | $ | 1.99 | $ | 1.94 | |||||||||||
Annualized Recurring Revenue (“ARR”) (1) | $ | 1,295.8 | $ | 1,193.2 | $ | 1,106.7 | |||||||||||
| Fiscal Years | 2019 | 2018 | 2017 | ||||||||
| (In millions) | |||||||||||
| Revenue: | |||||||||||
| Product | $ | 1,934.8 | $ | 1,999.9 | $ | 1,763.8 | |||||
| Service | 686.2 | 588.7 | 475.4 | ||||||||
| Subscription | 643.3 | 519.8 | 407.3 | ||||||||
| Total revenue | $ | 3,264.3 | $ | 3,108.4 | $ | 2,646.5 | |||||
| Gross margin | 1,780.9 | 1,681.0 | 1,377.6 | ||||||||
| Gross margin % | 54.6 | % | 54.1 | % | 52.1 | % | |||||
| Operating income | 375.9 | 320.7 | 235.7 | ||||||||
| Operating income as a % of revenue | 11.5 | % | 10.3 | % | 8.9 | % | |||||
| Diluted earnings per share | $ | 2.03 | $ | 1.12 | $ | 0.46 | |||||
| Non-GAAP revenue * | $ | 3,271.3 | $ | 3,132.0 | $ | 2,649.3 | |||||
| Non-GAAP operating income * | 667.8 | 643.9 | 471.5 | ||||||||
| Non-GAAP operating income as a % of Non-GAAP Revenue* | 20.4 | % | 20.6 | % | 17.8 | % | |||||
| Non-GAAP diluted earnings per share * | $ | 1.99 | $ | 1.94 | $ | 1.45 | |||||
Basis of Presentation
We have a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 20192020 was January 3, 2020.1, 2021. Fiscal 2020 and 2018 were both 52-week years. Fiscal 2019 was a 53-week year, and 2018 and 2017 were 52-week years. year.
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Fiscal Year 2020 Compared with Fiscal Year 2019
Revenue
In fiscal 2019,2020, total revenue increaseddecreased by $155.9$116.6 million or 5%, to $3.26 billion from $3.11 billion in fiscal 2018.4%. Overall revenue increaseddecreased due to weakness in Transportation, and to a lesser extent, Buildings and Infrastructure and Geospatial, which were impacted in the first two quarters by COVID-19. The decrease was partially offset by organic and acquisitions growth in Resources and Utilities, as well as recovery in Buildings and Infrastructure and to a lesser extent, TransportationGeospatial in the third and Resources and Utilities, partially offset by a decrease in Geospatial. Acquisitions, including Viewpoint, contributed to growth, particularly in service and subscription revenue.fourth quarters. We consider acquisition growth to include acquisition revenue that was not applicable in the prior corresponding periods.
By revenue category, overall product revenue decreased $65.1$106.8 million or 3%6%, service revenue increased $97.5decreased $41.4 million or 17%6%, and subscription revenue increased $123.5$31.6 million or 24%5%. Product revenue decreased primarily due to ongoing weakness in our Geospatial OEM hardware sales in Transportation, and to a lesser extent, Buildings and Infrastructure, partially offset by growth in Resources and Utilities agriculture OEM sales.Utilities. Geospatial was relatively flat. The decrease in Geospatial hardware sales in the first two quarters was largely offset by increased hardware sales in the third and fourth quarters. Service and subscriptionrevenue decreased due to lower professional services associated with customer installations. Subscription revenue increased across all segments, with the biggest impactprimarily due to an increasestrong organic growth in Buildings and Infrastructure, due to the Viewpoint acquisition as well as organic growth, and to a lesser extent, Transportation,acquisition revenue from Resources and Utilities, and Geospatial.partially offset by weakness in Transportation.
During fiscal 2019,2020, sales to customers in North America represented 55%,52%; Europe represented 28%,29%; Asia Pacific represented 11%,13%; and the rest of world represented 6% of our total revenue. We anticipate that sales to international customers will continue to account for a significant portion of our revenue.
No single customer accounted for 10% or more of our total revenue in fiscal 2019 or 2018.2020 and 2019. No single customer accounted for 10% or more of our accounts receivable asat the end of fiscal years ended 20192020 and 2018.2019.
Gross Margin
In fiscal 2019, our2020, gross margin increaseddecreased by $99.9$26.0 million as compared to fiscal 2018,or 1% primarily due to increased organic service and subscription revenue growth in Buildings and Infrastructure,declines as well as the Viewpoint acquisition,noted above, partially offset by a decrease in Geospatial due to revenue declines.improved product mix. Gross margin as a percentage of total revenue was relatively flat at55.8% in fiscal 2020 compared to 54.6% in fiscal 20192019. This growth in gross margin percentage was driven by improved revenue mix, including increased higher margin software and 54.1%subscription sales in fiscal 2018 due to Buildings and Infrastructure improvedand Resources and Utilities, as well as new product mix, largelyintroductions and less discounting in Geospatial, partially offset by Geospatial revenue decline and Transportation product mix and pricing pressures.pressures in Transportation.
Operating Income
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Research and Development, Sales and Marketing, and General and Administrative Expenses
| Fiscal Years | 2020 | 2019 | 2018 | ||||||||||||||
| (In millions) | |||||||||||||||||
| Research and development | $ | 475.9 | $ | 469.7 | $ | 446.1 | |||||||||||
| Percentage of revenue | 15.1 | % | 14.4 | % | 14.4 | % | |||||||||||
| Sales and marketing | 467.0 | 504.2 | 479.8 | ||||||||||||||
| Percentage of revenue | 14.8 | % | 15.4 | % | 15.4 | % | |||||||||||
| General and administrative | 300.9 | 330.6 | 349.8 | ||||||||||||||
| Percentage of revenue | 9.6 | % | 10.1 | % | 11.3 | % | |||||||||||
| Total | $ | 1,243.8 | $ | 1,304.5 | $ | 1,275.7 | |||||||||||
| Fiscal Years | 2019 | 2018 | 2017 | ||||||||
| (In millions) | |||||||||||
| Research and development | $ | 469.7 | $ | 446.1 | $ | 370.2 | |||||
| Percentage of revenue | 14.4 | % | 14.4 | % | 14.0 | % | |||||
| Sales and marketing | 504.2 | 479.8 | 400.1 | ||||||||
| Percentage of revenue | 15.4 | % | 15.4 | % | 15.1 | % | |||||
| General and administrative | 330.6 | 349.8 | 301.7 | ||||||||
| Percentage of revenue | 10.1 | % | 11.3 | % | 11.4 | % | |||||
| Total | $ | 1,304.5 | $ | 1,275.7 | $ | 1,072.0 | |||||
We believe that the development and introduction of new products are critical to our future success, and we expect to continue active development of new products.
prior corresponding period.
Amortization of Purchased Intangible Assets
The following table shows amortization of purchased intangible assets for the periods indicated:
| Fiscal Years | 2019 | 2018 | 2017 | Fiscal Years | 2020 | 2019 | 2018 | |||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||
| Cost of sales | $ | 94.1 | $ | 103.2 | $ | 85.8 | Cost of sales | $ | 92.3 | $ | 94.1 | $ | 103.2 | |||||||||||||||
| Operating expenses | 73.7 | 76.4 | 63.0 | Operating expenses | 65.5 | 73.7 | 76.4 | |||||||||||||||||||||
| Total | $ | 167.8 | $ | 179.6 | $ | 148.8 | Total | $ | 157.8 | $ | 167.8 | $ | 179.6 | |||||||||||||||
Non-operating Income (Expense), Netexpense, net
The following table shows non-operating income (expense),expense, net for the periods indicated and should be read in conjunction with the narrative descriptions below:indicated:
| Fiscal Years | 2020 | 2019 | 2018 | ||||||||||||||
| (In millions) | |||||||||||||||||
| Interest expense, net | $ | (77.6) | $ | (82.4) | $ | (73.2) | |||||||||||
| Income from equity method investments, net | 39.4 | 35.8 | 28.7 | ||||||||||||||
| Other income, net | 13.4 | 15.5 | 1.8 | ||||||||||||||
| Total non-operating expense, net | $ | (24.8) | $ | (31.1) | $ | (42.7) | |||||||||||
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| Fiscal Years | 2019 | 2018 | 2017 | ||||||||
| (In millions) | |||||||||||
| Interest expense, net | $ | (82.4 | ) | $ | (73.2 | ) | $ | (25.2 | ) | ||
| Income from equity method investments, net | 35.8 | 28.7 | 29.5 | ||||||||
| Other income, net | 15.5 | 1.8 | 8.2 | ||||||||
| Total non-operating income (expense), net | $ | (31.1 | ) | $ | (42.7 | ) | $ | 12.5 | |||
Income Tax Provision
The 2017 Tax CutsCoronavirus Aid, Relief, and JobsEconomic Security Act (the "Tax("CARES Act") reduced, enacted on March 27, 2020, provides tax relief to individuals and businesses in light of the U.S. federalimpacts of COVID-19. It did not result in material adjustments to our income tax provision or to our net deferred tax assets as of the end of the fourth quarter of fiscal 2020.
In December 2020, due to a change in the Netherlands tax law, the statutory tax rate was increased from 35%21.7% to 21%25.0%, imposed a one-time transition tax on accumulated foreign earnings and created new taxes on certain foreign-sourced earnings referred to as Global Intangible Low-Taxed Income ("GILTI").effective January 1, 2021. As a result, we recorded a provisional net incomeone-time tax expensebenefit of $80.2$64.0 million in fiscal 2017. In fiscal 2018, we completeddue to the accounting for the tax effectsrevaluation of the Tax Act and made immaterial adjustmentsNetherlands deferred tax assets.
In December 2019, to the provisional amounts recorded previously. Additionally, in fiscal 2018, we finalized our accounting policy election to recognize deferred taxes in relation to GILTI.
Our effective income tax rates for fiscal 2020 and 2019 were 1.1% and 2018 were -49% and -2%-49.2%, respectively.The effective income tax rates in fiscal 2020 increased compared to 2019 rate was lower than the U.S. federal statutory rate of 21%, primarily due to athe one-time tax benefit from athe non-U.S. intercompany transfer of intellectual property and benefits from reserve release due to expirationin the fourth quarter of the U.S. federal statute of limitations for certain tax years. The fiscal 2018 rate was lower than the U.S. federal statutory rate of 21%, primarily due to benefits from reserve release due to expiration of the U.S. federal statute of limitations for certain tax years, a one-time benefit from deferred taxes in relation to GILTI, and benefits from stock based compensation.2019.
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)and Chief Operating Decision Maker views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP. For additional discussion of our segments, see Note 65 of the Notes to the Consolidated Financial Statements.
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The following table isshows a breakdown of revenue and operating income by segment for the periods indicated and should be read in conjunction with the narrative descriptions below:indicated:
| Fiscal Years | 2020 | 2019 | 2018 | ||||||||||||||
| (In millions) | |||||||||||||||||
| Buildings and Infrastructure | |||||||||||||||||
| Segment revenue | $ | 1,231.0 | $ | 1,258.2 | $ | 1,087.7 | |||||||||||
| Segment revenue as a percent of total revenue | 39 | % | 38 | % | 35 | % | |||||||||||
| Segment operating income | $ | 338.1 | $ | 319.9 | $ | 256.7 | |||||||||||
| Segment operating income as a percent of segment revenue | 27.5 | % | 25.4 | % | 23.6 | % | |||||||||||
| Geospatial | |||||||||||||||||
| Segment revenue | $ | 650.5 | $ | 649.4 | $ | 723.1 | |||||||||||
| Segment revenue as a percent of total revenue | 21 | % | 20 | % | 23 | % | |||||||||||
| Segment operating income | $ | 184.4 | $ | 132.2 | $ | 166.4 | |||||||||||
| Segment operating income as a percent of segment revenue | 28.3 | % | 20.4 | % | 23.0 | % | |||||||||||
| Resources and Utilities | |||||||||||||||||
| Segment revenue | $ | 630.0 | $ | 571.4 | $ | 568.1 | |||||||||||
| Segment revenue as a percent of total revenue | 20 | % | 18 | % | 18 | % | |||||||||||
| Segment operating income | $ | 221.0 | $ | 169.1 | $ | 168.2 | |||||||||||
| Segment operating income as a percent of segment revenue | 35.1 | % | 29.6 | % | 29.6 | % | |||||||||||
| Transportation | |||||||||||||||||
| Segment revenue | $ | 640.5 | $ | 792.3 | $ | 753.1 | |||||||||||
| Segment revenue as a percent of total revenue | 20 | % | 24 | % | 24 | % | |||||||||||
| Segment operating income | $ | 50.1 | $ | 125.9 | $ | 143.3 | |||||||||||
| Segment operating income as a percent of segment revenue | 7.8 | % | 15.9 | % | 19.0 | % | |||||||||||
| Fiscal Years | 2019 | 2018 | 2017 | ||||||||
| (In millions) | |||||||||||
| Buildings and Infrastructure | |||||||||||
| Segment revenue | $ | 1,258.2 | $ | 1,087.7 | $ | 830.5 | |||||
| Segment revenue as a percent of total revenue | 38 | % | 35 | % | 31 | % | |||||
| Segment operating income | $ | 319.9 | $ | 256.7 | $ | 176.2 | |||||
| Segment operating income as a percent of segment revenue | 25.4 | % | 23.6 | % | 21.2 | % | |||||
| Geospatial | |||||||||||
| Segment revenue | $ | 649.4 | $ | 723.1 | $ | 658.5 | |||||
| Segment revenue as a percent of total revenue | 20 | % | 23 | % | 25 | % | |||||
| Segment operating income | $ | 132.2 | $ | 166.4 | $ | 129.4 | |||||
| Segment operating income as a percent of segment revenue | 20.4 | % | 23.0 | % | 19.7 | % | |||||
| Resources and Utilities | |||||||||||
| Segment revenue | $ | 571.4 | $ | 568.1 | $ | 482.0 | |||||
| Segment revenue as a percent of total revenue | 18 | % | 18 | % | 18 | % | |||||
| Segment operating income | $ | 169.1 | $ | 168.2 | $ | 137.9 | |||||
| Segment operating income as a percent of segment revenue | 29.6 | % | 29.6 | % | 28.6 | % | |||||
| Transportation | |||||||||||
| Segment revenue | $ | 792.3 | $ | 753.1 | $ | 678.3 | |||||
| Segment revenue as a percent of total revenue | 24 | % | 24 | % | 26 | % | |||||
| Segment operating income | $ | 125.9 | $ | 143.3 | $ | 114.8 | |||||
| Segment operating income as a percent of segment revenue | 15.9 | % | 19.0 | % | 16.9 | % | |||||
| Fiscal Years | 2020 | 2019 | 2018 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Consolidated segment operating income | $ | 793.6 | $ | 747.1 | $ | 734.6 | ||||||||||||||||||||
| Unallocated corporate expense | (74.0) | (73.1) | (91.9) | |||||||||||||||||||||||
| Acquired deferred revenue adjustment | (4.3) | (7.0) | (23.6) | |||||||||||||||||||||||
| Amortization of acquired capitalized commissions | 5.5 | 6.3 | 4.7 | |||||||||||||||||||||||
| Amortization of purchased intangible assets | (157.8) | (167.8) | (179.6) | |||||||||||||||||||||||
| Amortization of acquisition-related inventory step-up | — | — | (0.2) | |||||||||||||||||||||||
| Acquisition / divestiture items | (21.4) | (20.5) | (38.9) | |||||||||||||||||||||||
| Stock-based compensation / deferred compensation | (90.4) | (81.2) | (75.7) | |||||||||||||||||||||||
| Restructuring charges / executive transition costs | (28.2) | (27.9) | (8.7) | |||||||||||||||||||||||
| COVID-19 expenses | (3.2) | — | — | |||||||||||||||||||||||
| Consolidated operating income | 419.8 | 375.9 | 320.7 | |||||||||||||||||||||||
| Total non-operating expense, net | (24.8) | (31.1) | (42.7) | |||||||||||||||||||||||
| Consolidated income before taxes | $ | 395.0 | $ | 344.8 | $ | 278.0 | ||||||||||||||||||||
| Fiscal Years | 2019 | 2018 | 2017 | ||||||||
| (In millions) | |||||||||||
| Consolidated segment operating income | $ | 747.1 | $ | 734.6 | $ | 558.3 | |||||
| Unallocated corporate expense | (79.3 | ) | (90.7 | ) | (86.8 | ) | |||||
| Acquired deferred revenue adjustment | (7.0 | ) | (23.6 | ) | (2.8 | ) | |||||
| Restructuring charges | (27.9 | ) | (8.7 | ) | (10.5 | ) | |||||
| Amortization of purchased intangible assets | (167.8 | ) | (179.6 | ) | (148.8 | ) | |||||
| Stock-based compensation | (75.0 | ) | (76.9 | ) | (64.8 | ) | |||||
| Amortization of acquisition-related inventory step-up | — | (0.2 | ) | (2.8 | ) | ||||||
| Acquisition and divestiture items | (20.5 | ) | (38.9 | ) | (7.4 | ) | |||||
| Amortization of acquired capitalized commissions | 6.3 | 4.7 | 1.3 | ||||||||
| Consolidated operating income | 375.9 | 320.7 | 235.7 | ||||||||
| Non-operating income (expense), net | (31.1 | ) | (42.7 | ) | 12.5 | ||||||
| Consolidated income before taxes | $ | 344.8 | $ | 278.0 | $ | 248.2 | |||||
Buildings and Infrastructure
Buildings and Infrastructure revenue increaseddecreased by $170.5$27.2 million or 16%2%, and segment operating income increased by $63.2$18.2 million or 25%, for fiscal 2019 as compared to fiscal 2018.6%. Revenue increaseddecreased primarily due to the impact of the Viewpoint acquisition, as well as strong organic growth. Building construction, including Viewpoint, anda decline in civil engineering and construction experienced strong growthhardware sales in service, primarilythe first two quarters of fiscal 2020 and lower revenue from professional services due to the economic impacts of COVID-19, partially offset by higher software maintenance and subscription revenue. Hardware sales recovered in the third and fourth quarters due to improved market conditions including pent up demand and government stimulus programs. Segment operating income and
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operating income as a percentage of segment revenue increased due to gross margin improvements from higher mix of software maintenance and subscription revenue as well as cost reductions.
Geospatial
Geospatial revenue increased by $1.1 million or less than 1%, and segment operating income increased by $52.2 million or 39%. Revenue was relatively flat for the year; while survey sales recovered in the third and fourth quarters due to improved market conditions, including pent up demand, government stimulus programs, and new product introductions, there was a decline in the first two quarters due to the economic impacts of COVID-19. Segment operating income and operating income as a percentage increased due to organicof segment revenue growth, higher margin service and subscription product mix and improved operating expense control, and, to a lesser extent, the impact of the Viewpoint acquisition.
Resources and Utilities
Resources and Utilities revenue increased by $3.3$58.6 million or 1%10%, and segment operating income increased by $0.9$51.9 million or 1%, for fiscal year 2019 as compared to fiscal 2018. The revenue31%. Revenue increased mainly due to growth in positioning services, utilities, and to a lesser extent acquisition revenue, partially offset by weaknessstrength in agriculture reseller and OEM channels resulting from improved market conditions, including stabilization of commodity prices, government stimulus programs, and reseller hardware sales, dueweather conditions. Acquisition revenue, primarily Cityworks, also contributed to continued market uncertainties. Segment operating income increased slightly due to revenue growth and improved gross margin due to increased software, service, and subscription product mix. Operating income percentage was flat.
Transportation
Transportation revenue decreased by $151.8 million or 19%, and segment operating income decreased by $75.8 million or 60%. Revenue decreased primarily due to gross margin compression resulting fromreduced hardware product mix, as well as pricing pressures,upgrades and increased research and development investments relatedsubscriber declines, attributable in part to meeting demands ofchallenges with the electronic logging device regulatory mandate. We expect revenuetransition in the trucking industry, as well as the economic impacts of COVID-19. Conversion of customers from perpetual software to subscription products also reduced revenue. Segment operating income and operating income impacts from these factorsas a percentage of segment revenue decreased primarily due to continue into fiscal 2020, as we meet the demands ofrevenue declines, discrete inventory charges, and higher operating expense due to the electronic logging device regulatory mandate.Kuebix acquisition, partially offset by cost reductions.
OFF-BALANCE SHEET ARRANGEMENTS
Other than inventory purchases and other commitments incurred in the normal course of business (see Contractual Obligations table below), we do not have any off-balance sheet financing arrangements or liabilities.
In the normal course of business to facilitate sales of our products, we indemnify other parties, including customers, lessors and parties to other transactions with us, with respect to certain matters. We may agree to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In connection with divesting some of our businesses or assets, we may also indemnify purchasers for certain matters in the normal course of business, such as breaches of representations, covenants or excluded liabilities. In addition, we entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements were not material and no liabilities have been recorded for these obligations on the Consolidated Balance Sheets at the end of fiscal 20192020 and 2018.2019.
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LIQUIDITY AND CAPITAL RESOURCES
| At the End of Fiscal Year | 2019 | 2018 | 2017 | At the End of Fiscal Year | 2020 | 2019 | 2018 | |||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||
| Cash and cash equivalents and short-term investments | $ | 189.2 | $ | 172.5 | $ | 537.4 | ||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | 237.7 | $ | 189.2 | $ | 172.5 | |||||||||||||||||||||
| As a percentage of total assets | 3.0 | % | 3.0 | % | 12.5 | % | As a percentage of total assets | 3.5 | % | 2.8 | % | 3.0 | % | |||||||||||||||
| Principal balance of outstanding debt | $ | 1,854.0 | $ | 1,981.9 | $ | 918.2 | Principal balance of outstanding debt | $ | 1,555.9 | $ | 1,854.0 | $ | 1,981.9 | |||||||||||||||
| Fiscal Years | 2019 | 2018 | 2017 | Fiscal Years | 2020 | 2019 | 2018 | |||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||
| Cash provided by operating activities | $ | 585.0 | $ | 486.7 | $ | 429.7 | Cash provided by operating activities | $ | 672.0 | $ | 585.0 | $ | 486.7 | |||||||||||||||
| Cash used in investing activities | (275.3 | ) | (1,649.6 | ) | (371.2 | ) | Cash used in investing activities | (231.8) | (275.3) | (1,649.6) | ||||||||||||||||||
| Cash provided by (used in) financing activities | (292.6 | ) | 989.4 | 66.5 | Cash provided by (used in) financing activities | (400.3) | (292.6) | 989.4 | ||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (0.4 | ) | (12.5 | ) | 17.4 | Effect of exchange rate changes on cash and cash equivalents | 8.6 | (0.4) | (12.5) | |||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 16.7 | $ | (186.0 | ) | $ | 142.4 | Net increase (decrease) in cash and cash equivalents | $ | 48.5 | $ | 16.7 | $ | (186.0) | ||||||||||||||
Cash and Cash Equivalents
Our ability to continue to generate cash from operations will depend in large part on profitability, the rate of collections of accounts receivable, our inventory turns, and our ability to manage other areas of working capital. Our cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions considered to be of reputable credit and to present little credit risk. We believe that our cash and cash equivalents, and borrowings, as described below under the heading "Debt"“Debt”, along with cash provided by operations, will be sufficient to meet our anticipated operating cash needs, debt service, stock repurchases under the stock repurchase program,our 2017 Stock Repurchase Program, and planned capital expenditures.
Operating Activities
Cash provided by operating activities was $672.0 million for fiscal 2020, compared to $585.0 million for fiscal 2019, as compared to $486.7 million for fiscal 2018.2019. The increase of $98.3$87.0 million was primarily driven by an increase in net income, net of non-cash items, and favorable working capital requirements mainly resulting from an increase in deferred revenue associated with revenue growth,changes, including positive accounts receivable impact, due to improved sales linearity and higher accrued compensation, partially offset by a decrease indeferred revenue and accrued compensation and benefits.liabilities changes.
Investing Activities
Cash used in investing activities was $231.8 million for fiscal 2020, compared to $275.3 million for fiscal 2019, as compared to $1,649.6 million for fiscal 2018.2019. The decrease of $1,374.3$43.5 million used in investing activities was primarily due to decreased spending for business acquisitions, during fiscal 2018, includingand to a lessor extent, reduced spending on property and equipment. The current year included Kuebix acquisition compared to the $1,212.1 million purchase of Viewpoint and $485.5 million purchase of e-Builder, partially offset by proceeds fromprior year, which included the sale of short-term investments, also in fiscal 2018.Cityworks acquisition.
Financing Activities
Cash used in financing activities was $292.6$400.3 million for fiscal 2019, as2020, compared to cash provided by financing activities of $989.4$292.6 million during fiscal 2018.2019. The decreaseincrease of cash provided by financing activities of $1,282.0$107.7 million was primarily driven by the repayment of debt, net of borrowings, in fiscal 2019 as compared to the increase in debt proceeds,repayments, net of repayments, used to fundproceeds, partially offset by a decrease in the Viewpoint and e-Builder acquisitions in fiscal 2018.repurchase of common stock.
Debt
During fiscal 2019,2020, we repaid $127.5$312.2 million of debt, including the full repayment of our term loan, net of borrowings. Each of our debt agreements requires us to maintain compliance with certain debt covenants, all of which we were in compliance with at the end of fiscal 2019.2020. Refer to Note 7 of6 in the Notes to Consolidated Financial Statements for moreadditional information regarding our debt.
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CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations at the end of fiscal 2019:2020:
| Payments Due By Period | Payments Due By Period | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Principal payments on debt (1) | $ | 1,854.0 | $ | 219.0 | $ | 225.0 | $ | 810.0 | $ | 600.0 | Principal payments on debt (1) | $ | 1,555.9 | $ | 255.8 | $ | 300.1 | $ | 400.0 | $ | 600.0 | |||||||||||||||||||||||||||
| Interest payments on debt (2) | 410.3 | 74.1 | 132.3 | 102.2 | 101.7 | Interest payments on debt (2) | 326.6 | 63.1 | 115.0 | 76.2 | 72.3 | |||||||||||||||||||||||||||||||||||||
| Operating leases (3) | 212.7 | 46.8 | 63.7 | 38.4 | 63.8 | Operating leases (3) | 210.5 | 50.9 | 61.4 | 35.9 | 62.3 | |||||||||||||||||||||||||||||||||||||
| Other purchase obligations and commitments (4) | 324.7 | 236.3 | 86.2 | 2.2 | — | Other purchase obligations and commitments (4) | 241.1 | 200.6 | 40.1 | 0.4 | — | |||||||||||||||||||||||||||||||||||||
| Income taxes payable (5) | 72.7 | 3.7 | 14.5 | 31.8 | 22.7 | Income taxes payable (5) | 69.1 | 7.3 | 20.9 | 40.9 | — | |||||||||||||||||||||||||||||||||||||
| Total | $ | 2,874.4 | $ | 579.9 | $ | 521.7 | $ | 984.6 | $ | 788.2 | Total | $ | 2,403.2 | $ | 577.7 | $ | 537.5 | $ | 553.4 | $ | 734.6 | |||||||||||||||||||||||||||