0000864749-23-000012 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 30, 2022	Feb. 14, 2023	Jul. 01, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 30, 2022
Current Fiscal Year End Date	--12-30
Document Transition Report	false
Entity File Number	001-14845
Entity Registrant Name	TRIMBLE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2802192
Entity Address, Address Line One	10368 Westmoor Dr
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	720
Local Phone Number	887-6100
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TRMB
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 14.3
Entity Common Stock, Shares Outstanding		246,951,697
Documents Incorporated by Reference	Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on June 1, 2023 (the “Proxy Statement”) are incorporated by reference into Part III of this report.
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Central Index Key	0000864749

Audit Information	12 Months Ended
Audit Information	Dec. 30, 2022
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	San Jose, California
Auditor Firm ID	42

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 271.0	$ 325.7
Accounts receivable, net	643.3	624.8
Inventories	402.5	363.3
Other current assets	201.4	136.8
Total current assets	1,518.2	1,450.6
Property and equipment, net	219.0	233.2
Operating lease right-of-use assets	121.2	141.0
Goodwill	4,137.9	3,981.5
Other purchased intangible assets, net	498.1	506.6
Deferred income tax assets	438.4	502.0
Other non-current assets	336.2	284.7
Total assets	7,269.0	7,099.6
Current liabilities:
Short-term debt	300.0	0.0
Accounts payable	175.5	207.3
Accrued compensation and benefits	159.4	231.0
Deferred revenue	639.1	548.8
Other current liabilities	188.1	201.5
Total current liabilities	1,462.1	1,188.6
Long-term debt	1,220.0	1,293.2
Deferred revenue, non-current	98.5	83.0
Deferred income tax liabilities	157.8	263.1
Income taxes payable	40.9	54.5
Operating lease liabilities	105.1	121.4
Other non-current liabilities	134.4	151.1
Total liabilities	3,218.8	3,154.9
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	0.0	0.0
Common stock, $0.001 par value; 360.0 shares authorized; 246.9 and 250.9 shares issued and outstanding at the end of 2022 and 2021	0.2	0.3
Additional paid-in-capital	2,054.9	1,935.6
Retained earnings	2,230.0	2,170.5
Accumulated other comprehensive loss	(234.9)	(161.7)
Total Trimble Inc. stockholders’ equity	4,050.2	3,944.7
Total liabilities and stockholders’ equity	$ 7,269.0	$ 7,099.6

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred Stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	3,000,000.0	3,000,000.0
Preferred Stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	360,000,000.0	360,000,000.0
Common stock, shares issued (in shares)	246,900,000	250,900,000
Common stock, shares outstanding (in shares)	246,900,000	250,900,000

Consolidated Statements Of Income - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Revenue:
Total revenue	$ 3,676.3	$ 3,659.1	$ 3,147.7
Cost of sales:
Amortization of purchased intangible assets	85.0	87.7	92.3
Total cost of sales	1,570.7	1,624.4	1,392.8
Gross margin	2,105.6	2,034.7	1,754.9
Operating expense:
Research and development	542.1	536.6	475.9
Sales and marketing	553.6	506.8	467.0
General and administrative	422.2	369.1	300.9
Restructuring charges	30.2	10.3	25.8
Amortization of purchased intangible assets	46.6	50.9	65.5
Total operating expense	1,594.7	1,473.7	1,335.1
Operating income	510.9	561.0	419.8
Non-operating income (expense), net:
Divestitures gain, net	99.0	41.4	13.1
Interest expense, net	(71.1)	(65.4)	(77.6)
Income from equity method investments, net	31.1	37.7	39.4
Other income (expense), net	(0.8)	(0.1)	0.3
Total non-operating income (expense), net	58.2	13.6	(24.8)
Income before taxes	569.1	574.6	395.0
Income tax provision	119.4	81.8	4.4
Net income	449.7	492.8	390.6
Net income attributable to noncontrolling interests	0.0	0.1	0.7
Net income attributable to Trimble Inc.	$ 449.7	$ 492.7	$ 389.9
Earnings per share attributable to Trimble Inc.:
Basic (in dollars per share)	$ 1.81	$ 1.96	$ 1.56
Diluted (in dollars per share)	$ 1.80	$ 1.94	$ 1.55
Shares used in calculating earnings per share:
Basic (in shares)	248.6	251.4	250.5
Diluted (in shares)	250.2	254.3	252.3
Product
Revenue:
Total revenue	$ 2,152.0	$ 2,247.5	$ 1,828.0
Cost of sales:
Cost of goods and service excluding amortization	1,046.1	1,090.1	855.0
Service
Revenue:
Total revenue	641.3	649.4	644.8
Cost of sales:
Cost of goods and service excluding amortization	235.7	229.9	234.5
Subscription
Revenue:
Total revenue	883.0	762.2	674.9
Cost of sales:
Cost of goods and service excluding amortization	$ 203.9	$ 216.7	$ 211.0

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 449.7	$ 492.8	$ 390.6
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(81.6)	(64.0)	77.1
Net change related to derivatives and other		0.8	1.2
Net change related to derivatives and other	8.4
Comprehensive income	376.5	429.6	468.9
Comprehensive income attributable to noncontrolling interests	0.0	0.1	0.7
Comprehensive income attributable to Trimble Inc.	$ 376.5	$ 429.5	$ 468.2

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Consolidated Statements Of Stockholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total Stockholders’ Equity	Noncontrolling Interest
Beginning balance (in shares) at Jan. 03, 2020		249.9
Beginning balance at Jan. 03, 2020	$ 3,120.4	$ 0.2	$ 1,692.8	$ 1,602.8	$ (176.8)	$ 3,119.0	$ 1.4
Net income	390.6			389.9		389.9	0.7
Other comprehensive income (loss)	78.3				78.3	78.3
Comprehensive income	468.9					468.2
Issuance of common stock under employee plans, net of tax withholdings (in shares)		2.8
Issuance of common stock under employee plans, net of tax withholdings	10.0	$ 0.1	40.6	(30.7)		10.0
Stock repurchases (in shares)		(1.9)
Stock repurchases	(81.6)		(13.0)	(68.6)		(81.6)
Stock-based compensation	81.3		81.3			81.3
Noncontrolling interest investments	(0.4)						(0.4)
Ending balance (in shares) at Jan. 01, 2021		250.8
Ending balance at Jan. 01, 2021	3,598.6	$ 0.3	1,801.7	1,893.4	(98.5)	3,596.9	1.7
Net income	492.8			492.7		492.7	0.1
Other comprehensive income (loss)	(63.2)				(63.2)	(63.2)
Comprehensive income	429.6					429.5
Issuance of common stock under employee plans, net of tax withholdings (in shares)		2.2
Issuance of common stock under employee plans, net of tax withholdings	(15.1)		36.2	(51.3)		(15.1)
Stock repurchases (in shares)		(2.1)
Stock repurchases	(180.0)		(15.7)	(164.3)		(180.0)
Stock-based compensation	112.8		112.8			112.8
Noncontrolling interest investments	$ (1.2)		0.6			0.6	(1.8)
Ending balance (in shares) at Dec. 31, 2021	250.9	250.9
Ending balance at Dec. 31, 2021	$ 3,944.7	$ 0.3	1,935.6	2,170.5	(161.7)	3,944.7	0.0
Net income	449.7			449.7		449.7	0.0
Other comprehensive income (loss)	(73.2)				(73.2)	(73.2)
Comprehensive income	376.5					376.5
Issuance of common stock under employee plans, net of tax withholdings (in shares)		2.0
Issuance of common stock under employee plans, net of tax withholdings	(13.6)		29.6	(43.2)		(13.6)
Stock repurchases (in shares)		(6.0)
Stock repurchases	(394.7)	$ (0.1)	(47.6)	(347.0)		(394.7)
Stock-based compensation	$ 137.3		137.3			137.3
Ending balance (in shares) at Dec. 30, 2022	246.9	246.9
Ending balance at Dec. 30, 2022		$ 0.2	$ 2,054.9	$ 2,230.0	$ (234.9)	$ 4,050.2	$ 0.0

Consolidated Statements Of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Cash flows from operating activities:
Net income	$ 449.7	$ 492.8	$ 390.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	40.2	41.3	39.7
Amortization expense	131.6	138.6	157.8
Deferred income taxes	(40.0)	(26.9)	(52.9)
Stock-based compensation	120.4	122.6	83.0
Divestitures gain, net	(99.0)	(43.9)	(12.2)
Other, net	41.7	19.2	42.4
(Increase) decrease in assets:
Accounts receivable, net	(55.4)	(9.0)	(14.0)
Inventories	(113.5)	(72.9)	(5.0)
Other current and non-current assets	(46.3)	(30.2)	2.5
Increase (decrease) in liabilities:
Accounts payable	(24.8)	60.3	(15.7)
Accrued compensation and benefits	(54.2)	54.1	34.9
Deferred revenue	108.6	27.4	65.7
Other current and non-current liabilities	(67.8)	(22.9)	(44.8)
Net cash provided by operating activities	391.2	750.5	672.0
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired	(373.5)	(236.1)	(201.9)
Purchases of property and equipment	(43.2)	(46.1)	(56.8)
Net proceeds from divestitures	215.4	67.3	27.5
Other, net	(25.0)	11.4	(0.6)
Net cash used in investing activities	(226.3)	(203.5)	(231.8)
Cash flows from financing activities:
Issuance of common stock, net of tax withholdings	(13.6)	(15.1)	10.0
Repurchases of common stock	(394.7)	(180.0)	(81.6)
Proceeds from debt and revolving credit lines	814.8	198.9	1,173.8
Payments on debt and revolving credit lines	(590.2)	(449.9)	(1,486.0)
Other, net	(15.3)	(1.6)	(16.5)
Net cash used in financing activities	(199.0)	(447.7)	(400.3)
Effect of exchange rate changes on cash and cash equivalents	(20.6)	(11.3)	8.6
Net (decrease) increase in cash and cash equivalents	(54.7)	88.0	48.5
Cash and cash equivalents - beginning of year	325.7	237.7	189.2
Cash and cash equivalents - end of year	271.0	325.7	237.7
Supplemental cash flow disclosure:
Cash paid for income taxes, net	197.3	98.3	59.0
Cash paid for interest	$ 73.1	$ 61.8	$ 71.8

Description Of Business And Accounting Policies	12 Months Ended
Description Of Business And Accounting Policies	Dec. 30, 2022
Accounting Policies [Abstract]
Description Of Business And Accounting Policies	NOTE 1: DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES Trimble Inc., (“we” or “our” or “us”) is incorporated in the State of Delaware since October 2016. We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. We focus on transforming the way the world works by delivering products and services that connect the physical and digital worlds. We generate revenue primarily through the sale of our hardware, software, maintenance and support, professional services, and subscriptions. Basis of Presentation These Consolidated Financial Statements include our results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling stockholders’ proportionate share of the net assets and results of operations of our consolidated subsidiaries. We use a 52–53 week fiscal year ending on the Friday nearest to December 31. Fiscal 2022, 2021, and 2020 were all 52-week years ending on December 30, 2022, December 31, 2021, and January 1, 2021. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price (“SSP”) of performance obligations, provision for credit losses, sales returns reserve, inventory valuation, warranty costs, investments, acquired intangibles, goodwill and intangible asset impairment analysis, other long-lived asset impairment analysis, stock-based compensation, and income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual results that we experience may differ materially from our estimates. Reportable Segments 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 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. Revenue Recognition Significant Judgments Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration 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 may 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 SSP for each 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. Nature of Goods and Services We generate revenue primarily from products, services, and subscriptions; each of which is a distinct performance obligation. Descriptions are as follows: Product Product revenue includes hardware and software licenses. Hardware is recognized when the control of the product transfers to the customer, which is generally when the product is shipped. We recognize shipping fees reimbursed by customers as revenue and the cost for shipping as an expense in Cost of sales when control over products has transferred to the customer. Software including perpetual and term licenses is recognized upon delivery and commencement of license term. In general, our contracts do not provide for customer specific acceptances. Service Service revenue includes hardware and software maintenance and support and professional services. Hardware maintenance and support, commonly called extended warranty, entitles the customer to receive replacement parts and repair services. Extended warranty is separately priced and is recognized on a straight-line basis over the extended service period, which begins after the standard warranty period, ranging from one to two years depending on the product line. Software maintenance and support entitles the customer to receive software product upgrades and enhancements on a when and if available basis and technical support. Software maintenance is recognized on a straight-line basis commencing upon product delivery over the post-contract support term, which ranges from one to three years, with one year being most common. Professional services include installation, training, configuration, project management, system integrations, customization, data migration/conversion, and other implementation services. The majority of professional services are not complex, can be provided by other vendors, and are readily available and billed on a time-and-material basis. Revenue for distinct professional services is recognized over time, based on work performed. Subscription Subscription revenue includes Software as a Service (“SaaS”), data, and hosting services. SaaS may be sold with devices used to collect, generate, and transmit data. SaaS is distinct from the related devices. In addition, we may host the software that the customer has separately licensed. Hosting services are distinct from the underlying software. Subscription terms generally range from month-to-month to one to three years. Subscription revenue is recognized monthly over the subscription term, commencing from activation. Accounts Receivable, Net Accounts receivable, net, includes billed and unbilled amounts due from customers. Unbilled receivables include revenue recognized that exceeds the amount billed to the customer, provided the billing is not contingent upon future performance, and we have the unconditional right to future payment with only the passage of time required. Both billed and unbilled amounts due are stated at their net estimated realizable value. The unbilled receivables were $33.6 million and $39.5 million at the end of 2022 and 2021. We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. Each reporting period, we evaluate the collectability of our trade accounts receivable based on a number of factors such as age of the accounts receivable balances, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay. At the end of 2022 and 2021, our allowance for credit losses was $5.9 million and $7.0 million. The provision for credit losses for the years ended 2022, 2021, and 2020 were $7.7 million, $2.6 million, and $7.1 million. Deferred Costs to Obtain Customer Contracts Sales commissions incurred in obtaining contracts that include maintenance or subscription revenue are deferred if the contractual term is greater than a year or if renewals are expected, and the renewal commission is not commensurate with the initial commission. These commission costs are deferred and amortized over the estimated benefit period, which is either the contract term or the shorter of customer life or product life that ranges from three to seven years. Contracts with an amortization period of a year or less from this deferral requirement are expensed as incurred. At the end of 2022 and 2021, deferred costs to obtain customer contracts were $74.7 million and $59.7 million. These costs are included in Other non-current assets in the Consolidated Balance Sheets. Amortization expense related to deferred costs to obtain customer contracts was $32.0 million, $25.9 million, and $22.8 million, for 2022, 2021, and 2020. This expense is included in Sales and marketing expense in our Consolidated Statements of Income. Inventories Inventories are stated at the lower of cost or net realizable value. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balances. Factors influencing these adjustments include declines in demand that impact inventory purchasing forecasts, technological changes, product lifecycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues. If our estimate used to reserve for excess and obsolete inventory differs from what is expected, we may be required to recognize additional reserves, which would negatively impact our gross margin. Property and Equipment, Net Property and equipment are depreciated using the straight-line method over the shorter of the estimated useful lives or the lease terms when applicable. Useful lives generally range from four to six years for machinery and equipment, five to ten years for furniture and fixtures, two to five years for computer equipment and software, thirty-nine years for buildings, and the life of the lease for leasehold improvements. We capitalize eligible costs to acquire or develop certain internal-use software and amortize those assets using the straight-line method over the estimated useful lives of the assets, which range from two to five years. Leases We determine if an arrangement is a lease at inception. Operating leases with lease terms greater than one year are included in Operating lease right-of-use (“ROU”) assets, in both Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Present value is determined by using our incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at commencement date. The operating lease ROU asset includes adjustments made for uneven rents, lease incentives, and lease impairments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease agreements that include both lease and non-lease components are accounted for as part of the overall lease arrangement. Business Combinations We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date. When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets. Critical estimates when valuing intangible assets include expected future cash flows based on consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. Acquisition costs are expensed as incurred. Goodwill We evaluate goodwill on an annual basis or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors. Qualitative factors include but are not limited to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events. If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis. Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test. When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value. The estimation of a reporting unit's fair value involves using estimates and assumptions, including expected future operating performance using risk-adjusted discount rates. If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized. Intangible Assets Intangible assets acquired in a business combination are recorded at fair value. Our intangible assets are amortized over the period of estimated benefit using the straight-line method over their estimated useful lives, which range from three years to ten years and have a weighted-average useful life of approximately seven years. We write off fully amortized intangible assets when those assets are no longer used. We review intangible assets 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. Warranty We accrue for warranty costs as part of our cost of sales based on associated material product costs, technical support labor costs, and costs incurred by third parties performing work on our behalf. Our expected future cost is primarily estimated based upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment. When products sold include warranty provisions, they are covered by a warranty for periods ranging from one year to two years. Accrued warranty expenses of $11.7 million and $17.1 million are included in Other current liabilities in the Consolidated Balance Sheets at the end of 2022 and 2021. Foreign Currency Translation Assets and liabilities recorded in foreign currency are translated to U.S. dollars at the exchange rates on the balance sheet date. Revenue and expense are translated at average monthly exchange rates during the year. Translation adjustments resulting from this process are recorded to other comprehensive income. Stock-Based Compensation Stock-based compensation expense is based on the measurement date fair value of the awards, net of expected forfeitures. Expense is generally recognized on a straight-line basis over the requisite service period of the stock awards. The estimate of the forfeiture rate is based on historical experience. Research and Development Costs Research and development costs are expensed as incurred. Development costs for software to be sold subsequent to reaching technical feasibility were not significant and were expensed as incurred. We offset research and development expense with any unconditional third party funding earned and retain the rights to any technology developed under such arrangements. Income Taxes 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 it is more likely than not such assets will not be realized. Our valuation allowance is primarily attributable to foreign net operating losses and state research and development credit carryforwards. Relative to uncertain tax positions, we only recognize a tax benefit if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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. 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. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. We are subject to income taxes in the U.S. and numerous other countries and are subject to routine corporate income tax audits in many of these jurisdictions. We generally believe that positions taken on our tax returns are more likely than not to be sustained upon audit, but tax authorities in some circumstance have, and may in the future, successfully challenge these positions. Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our income tax provision, net income, and cash flows. Concentrations of Risk 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 of reputable credit and therefore bear minimal credit risk. We are also exposed to credit risk in our trade receivables, which are derived from sales to end-user customers in diversified industries as well as various resellers. We perform ongoing credit evaluations of our customers’ financial conditions and limit the amount of credit extended, when deemed necessary, but generally do not require collateral. In addition, we rely on a limited number of suppliers for a number of our critical components. Guarantees, Including Indirect Guarantees of Indebtedness of Others 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 under these agreements were not material, and no liabilities have been recorded for these obligations in the Consolidated Balance Sheets at the end of 2022 and 2021. Derivative Financial Instruments We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash and certain trade and intercompany receivables and payables, primarily denominated in New Zealand Dollars, Brazil Real, Canadian Dollars, Norwegian Krone, and Euro. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. We occasionally enter into foreign currency contracts to minimize the impact of foreign currency fluctuations on the purchase price of pending acquisitions, including the fourth quarter of 2022 foreign currency contract for the €1.88 billion or $2.0 billion pending acquisition of Transporeon. The above-mentioned foreign currency contracts are marked-to-market through earnings every reporting period and generally range in maturity from one to two months, or from four to six months for contracts related to acquisitions. We do not enter into foreign currency forward contracts for trading purposes. In the fourth quarter of 2022, in conjunction with the pending acquisition of Transporeon, we entered into a contract to offset the changes in the price of U.S. Treasury Notes with an original maturity of 10 years (“Treasury Rate Lock”). The purpose of the Treasury Rate Lock is to minimize the impact of interest rate fluctuations on new fixed-rate debt expected to be issued in connection with this acquisition. This derivative contract is accounted for as a cash flow hedge and is marked-to-market each period with gains or losses recorded through other comprehensive income. Upon issuance of the debt, the derivative is settled, and the other comprehensive income is amortized as interest expense over the 10-year debt term by use of the effective interest rate method. At the end of 2021, there were no derivatives outstanding that were accounted for as hedges. Recently issued Accounting Pronouncements not yet Adopted There are no recently issued accounting pronouncements applicable or material to us not yet adopted. Recent Adopted Accounting Pronouncements There are no recently adopted accounting pronouncements.

Earnings Per Share

12 Months Ended

Dec. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 2: EARNINGS PER SHARE

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

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


	2022		2021		2020
(In millions, except per share data)
Numerator:
Net income attributable to Trimble Inc.	$	449.7	$	492.7	$	389.9
Denominator:
Weighted average number of common shares used in basic earnings per share	248.6		251.4		250.5
Effect of dilutive securities	1.6		2.9		1.8
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share	250.2		254.3		252.3
Basic earnings per share	$	1.81	$	1.96	$	1.56
Diluted earnings per share	$	1.80	$	1.94	$	1.55

Antidilutive weighted-average shares (1)	1.3		0.1		0.5

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

Acquisitions And Divestitures

12 Months Ended

Dec. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions And Divestitures

NOTE 3: ACQUISITIONS AND DIVESTITURES

Acquisitions

In December 2022, we entered into a definitive agreement to acquire Transporeon in an all-cash transaction valued at approximately €1.88 billion or $2.0 billion. Transporeon, a Germany-based company, is a leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, in alignment with our Connect and Scale strategy. We believe the acquisition will advance our sustainability strategy by reducing under-utilized carrier capacity and “empty miles” and increase our international footprint and long-term Transportation opportunities. The acquisition will be funded through a combination of cash on hand and new debt. We expect this acquisition to close in the first half of 2023, subject to customary closing conditions including regulatory approvals in certain international countries. Following the closing, we intend to integrate Transporeon into our Transportation segment for financial reporting purposes.

In 2022, we acquired two businesses, with total purchase consideration of $379.5 million. The largest acquisition was Bid2Win Software, LLC, a leading provider of estimating and operations solutions for the heavy civil construction industry. In the aggregate, the businesses acquired contributed less than 1% of our total revenue during 2022. The Condensed Consolidated Statements of Income include the operating results of the acquired businesses from the date of acquisitions.

During 2021, we acquired AgileAssets, with total purchase consideration of $237.5 million. AgileAssets is a provider of SaaS solutions for transportation asset lifecycle management. The acquisition contributed less than 1% of our total revenue during 2021.

During 2020, we acquired three businesses, with total purchase consideration of $205.1 million. The acquisitions were not significant individually or in the aggregate. In the aggregate, the businesses acquired contributed less than 1% of our total revenue during 2020.

Acquisition costs of $20.4 million, $13.6 million, and $20.3 million in 2022, 2021, and 2020, were expensed as incurred and are included in Cost of sales and General and administrative expenses in our Consolidated Statements of Income.

The following table summarizes the business combinations completed during the periods indicated:


	2022		2021		2020
(In millions)
Fair value of total purchase consideration	$	379.5	$	237.5	$	205.1
Less fair value of net assets acquired:
Net tangible assets acquired	(9.2)		(5.2)		(1.6)
Identified intangible assets	131.4		67.2		56.7
Deferred taxes	(0.8)		—		0.7

Goodwill	$	258.1	$	175.5	$	149.3

Divestitures

In 2022, we divested six businesses with total proceeds of $226.3 million. The largest divestiture was the sale of Time and Frequency, LOADRITE, Spectra Precision Tools, and SECO accessories businesses to Precisional LLC, an affiliate of The Jordan Company (“TJC”), for $205.1 million in cash, which included a working capital adjustment.

In 2021 and 2020, divestitures were not material to the financial statements.

Intangible Assets And Goodwill

12 Months Ended

Dec. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets And Goodwill

NOTE 4: INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents a summary of our intangible assets:


		At the End of 2022						At the End of 2021
(In millions)	Weighted-Average Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed product technology	6	$	1,004.8	$	(722.7)	$	282.1	$	1,011.9	$	(748.2)	$	263.7
Customer relationships	8	654.1		(445.9)		208.2		667.8		(428.9)		238.9
Trade names and trademarks	6	39.5		(32.7)		6.8		48.0		(45.0)		3.0
Distribution rights and other intellectual properties	4	8.0		(7.0)		1.0		10.0		(9.0)		1.0
		$	1,706.4	$	(1,208.3)	$	498.1	$	1,737.7	$	(1,231.1)	$	506.6

As of the end of 2022 and 2021, $79.9 million and $160.1 million of fully amortized intangible assets were written off.

The estimated future amortization expense of intangible assets at the end of 2022 was as follows:


(In millions)
2023	$	133.5
2024	109.0
2025	73.5
2026	67.2
2027	53.5
Thereafter	61.4
Total	$	498.1

Goodwill

The changes in the carrying amount of goodwill by segment were as follows:


	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
Balance as of year end 2021	$	2,141.4	$	403.6	$	440.8	$	995.7	$	3,981.5

Additions due to acquisition	214.4		—		43.7		—		258.1
Decrease from divestitures	(23.9)		(6.9)		—		(6.9)		(37.7)
Foreign currency translation and other adjustments	(31.8)		(14.6)		(12.7)		(4.9)		(64.0)

Balance as of year end 2022	$	2,300.1	$	382.1	$	471.8	$	983.9	$	4,137.9

Certain Balance Sheet Components

12 Months Ended

Dec. 30, 2022

Balance Sheet Related Disclosures [Abstract]

Certain Balance Sheet Components

NOTE 5: CERTAIN BALANCE SHEET COMPONENTS

The components of inventory, net were as follows:


At the End of Year	2022		2021
(In millions)
Inventories:
Raw materials	$	154.9	$	129.6
Work-in-process	13.1		12.4
Finished goods	234.5		221.3
Total inventories	$	402.5	$	363.3

Finished goods includes $16.9 million and $13.7 million at the end of 2022 and 2021 for costs of sales that have been deferred in connection with deferred revenue arrangements.

The components of property and equipment, net were as follows:


At the End of Year	2022		2021
(In millions)
Property and equipment, net:
Land, building, furniture, and leasehold improvements	$	244.4	$	238.8
Machinery and equipment	177.6		185.8
Software and licenses	146.4		150.9
Construction in progress	10.1		20.7
	578.5		596.2
Less: accumulated depreciation	(359.5)		(363.0)
Total property and equipment, net	$	219.0	$	233.2

The components of accumulated other comprehensive loss, net of related tax were as follows:


At the End of Year	2022		2021
(In millions)
Accumulated foreign currency translation adjustments	$	(241.6)	$	(160.0)
Gain on cash flow hedge	5.4		—
Net unrealized actuarial gains (losses)	1.3		(1.7)
Total accumulated other comprehensive loss	$	(234.9)	$	(161.7)

Reporting Segment And Geographic Information

12 Months Ended

Dec. 30, 2022

Segment Reporting, Measurement Disclosures [Abstract]

Reporting Segment And Geographic Information

NOTE 6: REPORTING SEGMENT AND GEOGRAPHIC INFORMATION

We determined our operating segments based on how our Chief Operating Decision Maker (“CODM”) views and evaluates operations. Various factors, including market separation and customer-specific applications, go-to-market channels, and products and services, were considered in determining these operating segments. Our CODM regularly reviews our segment operating results to make decisions about resources to be allocated to each segment and assess performance. In each of our

segments, we sell many individual products. For this reason, it is impracticable to segregate and identify revenue for each of the individual products or group of products we sell.

Our reportable segments are described below:

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

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

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

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

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


	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
2022


Segment revenue	$	1,494.0	$	756.5	$	821.6	$	604.2	$	3,676.3





Segment operating income	406.3		221.4		278.3		58.8		964.8



2021


Segment revenue	$	1,422.7	$	828.9	$	771.3	$	636.5	$	3,659.4





Segment operating income	411.7		244.1		264.0		43.4		963.2



2020
Segment revenue	$	1,231.0	$	650.5	$	630.0	$	640.5	$	3,152.0





Segment operating income	338.1		184.4		221.0		50.1		793.6


	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
As of Year End 2022
Accounts receivable, net	$	305.1	$	137.2	$	79.2	$	121.8	$	643.3
Inventories	93.2		146.1		100.3		62.9		402.5
Goodwill	2,300.1		382.1		471.8		983.9		4,137.9

As of Year End 2021
Accounts receivable, net	$	246.8	$	134.0	$	112.9	$	131.1	$	624.8
Inventories	79.3		136.4		67.4		80.2		363.3
Goodwill	2,141.4		403.6		440.8		995.7		3,981.5

As of Year End 2020
Accounts receivable, net	$	260.1	$	117.5	$	91.2	$	151.7	$	620.5
Inventories	59.1		120.1		49.0		73.5		301.7
Goodwill	1,997.4		415.7		453.8		1,009.6		3,876.5

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


	2022		2021		2020

(In millions)
Consolidated segment operating income	$	964.8	$	963.2	$	793.6
Unallocated general corporate expenses	(123.3)		(106.2)		(74.0)
Purchase accounting adjustments	(131.6)		(134.5)		(156.6)



Acquisition / divestiture items	(32.8)		(21.8)		(21.4)
Stock-based compensation / deferred compensation	(112.0)		(128.6)		(90.4)
Restructuring and other costs	(54.2)		(11.1)		(31.4)
Consolidated operating income	510.9		561.0		419.8
Total non-operating income (expense), net	58.2		13.6		(24.8)
Consolidated income before taxes	$	569.1	$	574.6	$	395.0

The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and excludes the effects of certain acquired deferred revenue that was written down to fair value in purchase accounting, consistent with the Reporting Segment tables above.


	Reporting Segments
	Buildings and Infrastructure		Geospatial		Resources and Utilities		Transportation		Total
(In millions)
2022
North America	$	938.1	$	320.7	$	227.0	$	469.4	$	1,955.2
Europe	337.1		247.8		374.3		78.7		1,037.9
Asia Pacific	192.8		140.3		51.7		30.3		415.1
Rest of World	26.0		47.7		168.6		25.8		268.1
Total segment revenue	$	1,494.0	$	756.5	$	821.6	$	604.2	$	3,676.3

2021
North America	$	823.5	$	337.3	$	212.2	$	493.1	$	1,866.1
Europe	386.6		282.3		368.4		87.3		1,124.6
Asia Pacific	188.4		161.4		67.3		30.2		447.3
Rest of World	24.2		47.9		123.4		25.9		221.4
Total segment revenue	$	1,422.7	$	828.9	$	771.3	$	636.5	$	3,659.4

2020
North America	$	703.4	$	249.9	$	191.4	$	502.5	$	1,647.2
Europe	337.1		222.3		284.3		78.4		922.1
Asia Pacific	165.7		138.2		64.5		34.9		403.3
Rest of World	24.8		40.1		89.8		24.7		179.4
Total segment revenue	$	1,231.0	$	650.5	$	630.0	$	640.5	$	3,152.0

Total revenue in the United States as included in the Consolidated Statements of Income was $1,777.4 million, $1,687.4 million, and $1,502.3 million in 2022, 2021, and 2020. No single customer or country other than the United States accounted for 10% or more of our total revenue in 2022, 2021, and 2020. No single customer accounted for 10% or more of our accounts receivable at the end of 2022 and 2021.

Property and equipment, net by geographic area were as follows:


At the End of Year	2022		2021
(In millions)
Property and equipment, net:
United States	$	157.7	$	171.3
Europe	40.3		44.8
Asia Pacific and Rest of World	21.0		17.1
Total property and equipment, net	$	219.0	$	233.2

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (f)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Debt

12 Months Ended

Dec. 30, 2022

Long-Term Debt, Current and Noncurrent [Abstract]

Debt

NOTE 7: DEBT

Debt consisted of the following:


At the End of Year		Effective interest rate
(In millions, except percentages)	Date of Issuance	for 2022	2022		2021
Senior Notes:
Senior Notes, 4.15%, due June 2023	June 2018	4.36%	$	300.0	$	300.0
Senior Notes, 4.75%, due December 2024	November 2014	4.95%	400.0		400.0
Senior Notes, 4.90%, due June 2028	June 2018	5.04%	600.0		600.0
Credit Facilities:
2022 Revolving Credit Facility, due March 2027	September 2022	5.54%	225.0		—

Unamortized discount and issuance costs			(5.0)		(6.8)
Total debt			1,520.0		1,293.2
Less: Short-term debt			300.0		—
Long-term debt			$	1,220.0	$	1,293.2

Debt Maturities

At the end of 2022, our debt maturities based on outstanding principal were as follows:


(In million)
2023	$	300.0
2024	400.0
2025	—
2026	—
2027	225.0
Thereafter	600.0
Total	$	1,525.0

Senior Notes

All series of senior notes in the above table bear interest that is payable semi-annually in June and December of each year. For the 2023 and 2028 senior notes, the interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the notes.

Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. We may redeem the notes of each series of senior notes at our option in whole or in part at any time. Such indenture also contains covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, each subject to certain exceptions.

Credit Facilities

Bridge Facility

On December 11, 2022, we entered into a bridge facility commitment letter (the “Bridge Facility”) in connection with the pending acquisition of Transporeon. Under the Bridge Facility, the lender committed to provide a 364-day senior unsecured term loan up to an aggregate amount of €1.88 billion that may be drawn only upon the acquisition of Transporeon. On

December 27, 2022, the Bridge Facility was automatically reduced to €500 million upon entering into the 2022 Term Loan Agreement and the 2022 Credit Facility Amendment (as described below). If not terminated sooner, the commitment under the Bridge Facility expires on July 10, 2023.

Borrowings under the Bridge Facility will bear interest at the following rates, in each case, plus an applicable margin: (a) for Euro loans, EURIBOR and (b) for U.S dollar loans, the option of either (i) an adjusted Term SOFR or (ii) the alternate base rate (“ABR”). The applicable margin varies based on the Company’s credit ratings and ranges from 1.250% to 2.125% for EURIBOR and Term SOFR loans, and from 0.250% to 1.125% for ABR loans. The applicable margin will increase by 0.25% on each of the 90th, 180th, and 270th day after the closing date of the Bridge Facility. ABR is defined as the greater of the prime rate or the federal funds rate plus 0.50%. Term loans are prepayable without penalty.

In the fourth quarter of 2022, we incurred $7.3 million fees related to the Bridge Facility of which $5.9 million was recorded as Interest expense, net, and $1.4 million was deferred.

2022 Term Loan Credit Agreement

On December 27, 2022, we entered into a credit agreement (the “2022 Term Loan Credit Agreement”) providing for an unsecured delayed draw term loan facility in the aggregate principal amount of $1.0 billion, comprised of commitments for a 3-year tranche for $500.0 million and a 5-year tranche for $500.0 million.

The 2022 Term Loan Credit Agreement was entered into in connection with, and the proceeds of any loans must be used for, the pending acquisition of Transporeon. No amounts were drawn at the end of 2022.

The 3-year loan would be due and payable on the third anniversary of the funding date. The Company would be required to repay the 5-year loan in quarterly installments equal to:

•0% of the principal amount for the first twelve calendar quarters following the funding date;

•1.25% of the principal amount for each of the next four calendar quarters; and

•2.5% of the principal amount for each calendar quarter thereafter, with the remaining principal amount due and payable on the fifth anniversary of the funding date.

Borrowings under the 2022 Term Loan Credit Agreement will bear interest, at the Company’s option, at either: (a) an adjusted Term SOFR or (b) the ABR, in each case, plus the applicable margin. The applicable margin varies based on the Company’s credit ratings and ranges as follows: (a) for the 3-year tranche, (i) from 1.125% to 2.000% for a Term SOFR loan, and (ii) from 0.125% to 1.000% for an ABR loan; and (b) for the 5-year tranche, (i) from 1.250% to 2.125% for a Term SOFR loan, and (ii) from 0.250% to 1.125% for an ABR loan. ABR is defined as the greatest of the prime rate, the federal funds rate plus 0.50%, or the adjusted Term SOFR plus 1.00%. Term loans are prepayable without penalty.

2022 Credit Facility and Amendment

On March 24, 2022, we entered into a credit agreement that provides for an unsecured revolving loan facility in the aggregate principal amount of $1.25 billion (the “2022 Credit Facility”). The proceeds of the revolving loans may be used by the Company for working capital and general corporate purposes, including the financing of acquisitions. Under the terms of the credit agreement, our interest rate and commitment fees are based on our current long-term, senior unsecured debt ratings, our leverage ratio, and certain specified sustainability targets. At the end of 2022, the interest rate charged on any outstanding borrowings was the prevailing Term SOFR for the applicable interest period plus 1.225%, and the commitment fee was 0.125% of the total undrawn commitment. At the end of 2022, $225.0 million was outstanding under the 2022 Credit Facility.

The commitment fee and interest rates are subject to upward or downward adjustments if we achieve, or fail to achieve, certain specified sustainability targets concerning greenhouse gas emission reductions and gender diversity. Such upward or downward adjustments may be up to 0.01% per annum for the commitment fee and up to 0.05% per annum for the interest rate.

On December 27, 2022, we entered into an amendment to the 2022 Credit Facility (the “2022 Credit Facility Amendment”) that made $600.0 million of the existing commitments under the Credit Facility available for the pending acquisition of Transporeon and increased our maximum permitted leverage ratio following the closing of the acquisition.

Uncommitted Facilities

At the end of 2022, we had two $75.0 million, one €100.0 million, and one £55.0 million revolving credit facilities, which are uncommitted (the “Uncommitted Facilities”). Generally, these uncommitted facilities may be redeemed upon demand. Borrowings under uncommitted facilities are classified as short-term debt in our Consolidated Balance Sheet.

Covenants

The 2022 Term Loan Credit Agreement and 2022 Credit Facility, as amended, contain customary covenants including, among other requirements, limitations that restrict the Company’s and its subsidiaries’ ability to create liens and enter into sale and

leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness. Further, both debt agreements contain financial covenants that require the maintenance of maximum leverage and minimum interest coverage ratios. At the end of 2022, we were in compliance with the covenants for each of our debt agreements.

Leases

12 Months Ended

Dec. 30, 2022

Leases [Abstract]

Leases

NOTE 8: LEASES

We have operating leases primarily for certain of our major facilities, including corporate offices, research and development facilities, and manufacturing facilities. Lease terms range from 1 to 14 years, and certain leases include options to extend the lease for up to 9 years. We consider options to extend the lease in determining the lease term.

Operating lease expense consisted of:


At the End of Year	2022		2021
(In millions)
Operating lease expense	$	36.3	$	35.5
Short-term lease expense and other	14.8		17.8
Total lease expense	$	51.1	$	53.3

Supplemental cash flow information related to leases was as follows:


At the End of Year	2022		2021
(In millions)
Cash paid for liabilities included in the measurement of lease liabilities:
Operating cash flows from operating leases (1)	$	35.0	$	35.9

Right-of-use assets obtained in exchange for Operating lease liabilities:	$	26.3	$	49.5

(1)Excludes cash payments for short-term leases, which are not capitalized.

Supplemental balance sheet information related to leases was as follows:


At the End of Year	2022			2021
(In millions)
Operating lease right-of-use assets	$	121.2		$	141.0

Other current liabilities	$	35.0		$	35.0
Operating lease liabilities	105.1			121.4
Total operating lease liabilities	$	140.1		$	156.4

Weighted-average discount rate	3.30		%	3.31		%
Weighted-average remaining lease term	6 years			7 years

At the end of 2022, the maturities of lease liabilities were as follows:


(In millions)
2023	$	37.3
2024	30.3
2025	22.2
2026	16.9
2027	13.3
Thereafter	35.8
Total lease payments	$	155.8
Less: imputed interest	15.7
Total	$	140.1

Commitments And Contingencies	12 Months Ended
Commitments And Contingencies	Dec. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 9: COMMITMENTS AND CONTINGENCIES At the end of 2022, we had unconditional purchase obligations of approximately $858.8 million as compared to $710.8 million at the end of 2021. These unconditional purchase obligations primarily represent open non-cancellable purchase orders for material purchases with our vendors and investments in our platform associated with our Connect and Scale strategy. Litigation From time to time, we are involved in litigation arising in the ordinary course of our business. There are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries' property is subject.

Fair Value Measurements

12 Months Ended

Dec. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10: FAIR VALUE MEASUREMENTS

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


	Fair Values as of the end of 2022								Fair Values as of the end of 2021

	Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	(Level I)		(Level II)		(Level III)		Total		(Level I)		(Level II)		(Level III)		Total
Assets





Deferred compensation plan (1)	$	31.5	$	—	$	—	$	31.5	$	44.7	$	—	$	—	$	44.7
Derivatives (2)	—		18.0		—		18.0		—		0.1		—		0.1
Contingent consideration (3)	—		—		3.1		3.1		—		—		—		—
Total assets measured at fair value	$	31.5	$	18.0	$	3.1	$	52.6	$	44.7	$	0.1	$	—	$	44.8
Liabilities
Deferred compensation plan (1)	$	31.5	$	—	$	—	$	31.5	$	44.7	$	—	$	—	$	44.7
Derivatives (2)	—		0.2		—		0.2		—		0.2		—		0.2
Contingent consideration (3)	—		—		—		—		—		—		12.8		12.8
Total liabilities measured at fair value	$	31.5	$	0.2	$	—	$	31.7	$	44.7	$	0.2	$	12.8	$	57.7

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

(2)Represents forward currency exchange contracts and a Treasury Rate Lock contract that are included in Other current assets and Other current liabilities on our Consolidated Balance Sheets.

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

Derivative assets include a Treasury Rate Lock contract and a foreign currency exchange contract, both related to the pending acquisition of Transporeon.

The Treasury Rate Lock contract is a cash flow hedge with gains or losses reported as a component of other comprehensive income and subsequently amortized to interest expense over the term of the associated debt. At the end of 2022, the notional amount of the interest rate-lock contract was $400.0 million, and the fair value of the contract was $7.2 million.

The foreign currency exchange contract is to economically hedge the euro-denominated purchase price of Transporeon. The gains or losses are recognized in other income (expense), net. The notional amount of the foreign currency exchange contract was $1,999.4 million, and the fair value of this contract was $10.4 million.

Additional Fair Value Information

The total estimated fair value of all outstanding financial instruments that are not recorded at fair value on a recurring basis (debt) was approximately $1.5 billion and $1.4 billion at the end of 2022 and 2021.

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

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Deferred Revenue and Remaining Performance

12 Months Ended

Dec. 30, 2022

Revenue from Contract with Customer [Abstract]

Deferred Revenue and Remaining Performance Obligations

NOTE 11: DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Deferred Revenue

Changes in our deferred revenue during 2022 and 2021 were as follows:



	2022		2021
(In millions)
Beginning balance of the period	$	631.8	$	613.8
Revenue recognized from prior year-end	(511.5)		(533.8)