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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates during the first two quarters of 2026. For a complete discussion of our critical accounting policies and estimates, refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2025 Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
For a summary of recent accounting pronouncements applicable to our Condensed Consolidated Financial Statements, refer to Note 1, Overview and Accounting Policies of this report.
EXECUTIVE LEVEL OVERVIEW
Trimble is a leading technology solutions and platform provider, enabling office professionals and field workers to connect their workflows and industry lifecycles, driving a more productive, efficient, and sustainable future. With a focus on the industries that build, maintain, and move the world, the comprehensive depth and breadth of our solutions are transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.
Trimble offers a diverse range of coherent capabilities that connect applications, data, workflows, and mobile technologies to more efficiently orchestrate work, often in mixed stakeholder, mixed user, and mixed fleet environments. We deploy AI, Generative AI, Machine Learning, Computer Vision, and similar technologies into our solutions across our business segments to deliver customer value through process automation and operational insights.
Our representative customers include asset owners; general and specialty contractors; architects, engineers and designers; surveyors; energy and utility companies; transportation shippers and carriers, as well as state, federal, and municipal governments.
Our growth strategy is centered on multiple elements:
•Continue to execute on our Connect & Scale strategy, incorporating AI capabilities;
•Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability;
•Focus on platforms, software, services, and data;
•Address attractive markets with significant growth and profitability potential;
•Capitalize on domain knowledge and technological innovation that benefit a diverse customer base;
•Drive geographic expansion with a localization strategy;
•Optimize go-to-market strategies to best access our markets; and
•Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments.
Our focus on these growth drivers has led to sustained growth in revenue and profitability, evolving into a more streamlined and resilient business model. We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $2.5 billion, which represents growth of 14% year-over-year at the end of the second quarter of 2026. Excluding the impact of foreign currency, acquisitions, and divestitures, organic ARR growth was 12%. This shift toward recurring revenue has positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses. Our software, services, and recurring revenue represented 77% of total revenue for both the second quarter and the first two quarters of 2026. Additionally, we continue to maintain focus on increasing our mix of higher margin recurring revenue, which was accelerated by recent acquisitions and divestitures.
As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships.
Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, we refer to organic revenue growth, which is a non-GAAP measure. For a full definition of ARR, organic ARR, and organic revenue growth as used in this discussion and analysis, refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” below in this Item 2.
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Impact of Recent Events on Our Business
Acquisitions and Divestitures
We acquire businesses that align with our long-term growth strategies including our strategic product roadmap and, conversely, we divest certain businesses that no longer fit those strategies. This is demonstrated by the 14 acquisitions and 25 divestitures that we have completed since 2020.
Document Crunch Acquisition
On April 4, 2026, we acquired 100% of the equity interests in Document Crunch for consideration of $246.4 million. We financed the acquisition by borrowing from our credit facilities. Document Crunch is an AI platform advanced in construction-specific AI document analysis and risk management across the project lifecycle. This acquisition aims to strengthen document intelligence and compliance automation across our construction ecosystem and enhance existing workflows in project management and the construction ERP system. Document Crunch is reported as part of our AECO segment. We have included the financial results of Document Crunch in our Consolidated Financial Statements starting in the second quarter of 2026.
Mobility Divestiture
On February 8, 2025, we completed the sale of our Mobility business to Platform Science in exchange for equity ownership interests with a fair value of $253.9 million. The fair value was based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model. Following the closing of the transaction, we own, or have rights to acquire, 32.5% of Platform Science’s expanded business comprised of (i) shares of preferred stock, with certain liquidation preferences, that represent 28.5% ownership, and (ii) common stock warrants allowing us the rights to acquire 4% of additional ownership.
Upon closing of the transaction, we deconsolidated $277.3 million of net assets including $145.3 million of goodwill, and we recorded our equity investment at its fair value under the measurement alternative election, which represents a non-cash investing activity. As a result, we recognized a cumulative, pre-tax loss of $30.6 million from the held for sale date in the third quarter of 2024 to the closing date. Mobility was reported as a part of our T&L segment.
The combined business aims to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems.
Macroeconomic Conditions
Macroeconomic conditions continue to present significant challenges globally, driven by geopolitical tensions, such as the conflict in the Middle East, tariff and trade policies, exchange rate and interest rate volatility, and persistent inflationary pressures.
The recent conflict in the Middle East may result in increased inflationary pressure and economic uncertainty. Additionally, the heightened trade tensions and related uncertainty of tariffs and imposed export control restrictions between the United States and its trading partners create additional volatility. The extent and duration of the Middle East conflict and tariffs, and their impact on global economic conditions remain uncertain and depend on various factors, including international negotiations, policy responses, potential exemptions, and shifts in global supply and demand.
If there were to be a deterioration in the global economy, the economies of the countries or regions where our customers are located or do business, or the industries that we or our customers serve, the demand for our products and services may decrease. We are closely monitoring global developments.
As of July 3, 2026, Trimble was approved for a $17.8 million tariff refund under the U.S. Customs and Border Protection (CBP) IEEPA refund program. Of this amount, we received $13.9 million in cash in the second quarter of 2026 and reversed the previously recognized cost of goods sold. Additionally, we plan to issue refunds to certain customers whose historical purchases from Trimble included additional charges due to tariffs. The refunds are accrued as current liabilities on the Condensed Consolidated Balance Sheet and as a reduction of revenue.
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RESULTS OF OPERATIONS
Overview
The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:
Second Quarter of First Two Quarters of
2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
(In millions, except per share amounts)
Revenue:
Product $ 331.4 $ 292.8 $ 38.6 13% $ 642.6 $ 564.4 $ 78.2 14%
Subscription and services 640.6 582.9 57.7 10% 1,269.3 1,151.9 117.4 10%
Total revenue $ 972.0 $ 875.7 $ 96.3 11% $ 1,911.9 $ 1,716.3 $ 195.6 11%
Gross margin $ 674.9 $ 597.9 $ 77.0 13% $ 1,321.2 $ 1,158.7 $ 162.5 14%
Gross margin as a % of revenue 69.4 % 68.3 % 69.1 % 67.5 %
Operating income $ 132.0 $ 127.8 $ 4.2 3% $ 276.0 $ 225.3 $ 50.7 23%
Operating income as a % of revenue 13.6 % 14.6 % 14.4 % 13.1 %
Diluted (loss) earnings per share $ (2.02) $ 0.37 $ (2.39) (646)% $ (1.60) $ 0.64 $ (2.24) (350)%
Non-GAAP operating income (1) $ 260.6 $ 222.6 $ 38.0 17% $ 503.8 $ 420.8 $ 83.0 20%
Non-GAAP operating income as a % of revenue (1) 26.8 % 25.4 % 26.4 % 24.5 %
Non-GAAP diluted earnings per share (1) $ 0.86 $ 0.71 $ 0.15 21% $ 1.65 $ 1.32 $ 0.33 25%
Annualized Recurring Revenue (1) $ 2,509.0 $ 2,210.4 $ 298.6 14% N/A N/A N/A N/A
(1) Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions.
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Second Quarter and First Two Quarters of 2026 as Compared to 2025
Revenue
Change versus the corresponding period in 2025 Second Quarter of 2026 First Two Quarters of 2026
% Change % Change
Product Subscription and Services Total Revenue Product Subscription and Services Total Revenue
Change in Revenue 13 % 10 % 11 % 14 % 10 % 11 %
Divestitures — % — % — % (1) % (2) % (1) %
Foreign currency exchange 1 % 1 % 1 % 2 % 2 % 1 %
Organic growth 12 % 9 % 10 % 13 % 10 % 11 %
Total organic revenue increased for the second quarter and first two quarters from both strong product demand and subscription and services growth.
Organic product revenue increased for the second quarter and first two quarters primarily due to strong end-user demand for civil construction solutions and revenue growth in surveying products.
Organic subscription and services revenue increased for the second quarter and first two quarters due to subscription growth across all segments, most notably, in AECO.
Gross Margin
Gross margin and gross margin as a percentage of revenue increased for the second quarter and first two quarters primarily due to revenue growth and the improved mix of higher margin subscription and software term license sales.
Operating Income
Operating income increased for the second quarter and first two quarters primarily due to organic revenue growth and gross margin expansion, partially offset by increased transaction costs and higher sales and marketing costs associated with revenue growth.
Operating income as a percentage of revenue decreased for the second quarter due to higher operating expenses. Operating income as a percentage of revenue increased for the first two quarters primarily due to organic revenue growth and gross margin expansion.
Research and Development, Sales and Marketing, and General and Administrative Expense
The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses as a percentage of revenue for the periods indicated:
Second Quarter of First Two Quarters of
2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
(In millions)
Research and development $ 177.1 $ 163.3 $ 13.8 8% $ 346.6 $ 321.8 $ 24.8 8%
Percentage of revenue 18.2 % 18.6 % 18.1 % 18.7 %
Sales and marketing $ 176.3 $ 158.4 $ 17.9 11% $ 352.4 $ 311.6 $ 40.8 13%
Percentage of revenue 18.1 % 18.1 % 18.4 % 18.2 %
General and administrative $ 149.7 $ 117.6 $ 32.1 27% $ 276.4 $ 239.1 $ 37.3 16%
Percentage of revenue 15.4 % 13.4 % 14.5 % 13.9 %
Total $ 503.1 $ 439.3 $ 63.8 15% $ 975.4 $ 872.5 $ 102.9 12%
R&D expense increased for the second quarter and first two quarters primarily due to increased software and cloud usage, compensation expenses, professional service costs, and foreign exchange rate fluctuation. The R&D expense increase for the first two quarters was partially offset by previous divestitures. We believe that developing and introducing new solutions, including AI, are critical to our future success, and we expect to continue the active development of new products.
S&M expense increased for the second quarter and first two quarters primarily due to marketing and travel expenses related to revenue growth, as well as higher compensation expenses including commissions.
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G&A expense increased for the second quarter and first two quarters primarily due to increased transaction costs, higher compensation expenses, and software expenditures.
Amortization of Purchased Intangible Assets
The following table shows amortization of purchased intangible assets for the periods indicated:
Second Quarter of First Two Quarters of
2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
(In millions)
Cost of sales $ 16.9 $ 16.1 $ 0.8 5% $ 33.0 $ 32.5 $ 0.5 2%
Operating expenses 27.2 26.8 0.4 1% 54.3 52.4 1.9 4%
Total amortization expense of purchased intangibles $ 44.1 $ 42.9 $ 1.2 3% $ 87.3 $ 84.9 $ 2.4 3%
Total amortization expense of purchased intangibles as a percentage of revenue 5 % 5 % 5 % 5 %
Total amortization expense of purchased intangibles slightly increased for the second quarter and first two quarters primarily due to the addition of intangible assets from acquisitions.
Non-Operating (Expense) Income, Net
The following table shows non-operating (expense) income, net for the periods indicated:
Second Quarter of First Two Quarters of
2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
(In millions)
Goodwill impairment $ (562.0) $ — $ (562.0) N/A $ (562.0) $ — $ (562.0) N/A
Interest expense, net (20.9) (19.4) (1.5) 8% (40.4) (35.0) (5.4) 15%
Income from equity method investments, net 2.6 2.3 0.3 13% 3.4 3.3 0.1 3%
Other income, net 3.5 2.6 0.9 35% 9.5 6.1 3.4 56%
Total non-operating expense, net $ (576.8) $ (14.5) $ (562.3) 3878% $ (589.5) $ (25.6) $ (563.9) 2203%
Non-operating expense, net increased for the second quarter and first two quarters primarily due to the goodwill impairment related to the T&L reporting unit, which was impacted by heightened macroeconomic uncertainty and reduced market multiples for software businesses.
Income Tax Provision
For the second quarter of 2026, our effective income tax rate was (6.0)%, as compared to 21.3% in the corresponding period in 2025. For the first two quarters of 2026, our effective income tax rate was (18.9)%, as compared to 21.9% in the prior year. The negative effective income tax rates were due to an income tax expense against a pre-tax loss that primarily resulted from a non-deductible goodwill impairment recognized during the second quarter of 2026.
We accounted for the tax implications of the enacted OBBBA and the impact to our 2026 tax rate is immaterial. We believe that OBBBA will not have a material impact on our future effective income tax rate.
Results by Segment
We report our financial performance, including revenue and operating income, based on three reportable segments: AECO, Field Systems, and T&L.
Our CODM 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, refer to Note 8, Segment and Geographic Information of this report.
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The following table is a summary of revenue and operating income by segment compared for the periods indicated:
Second Quarter of First Two Quarters of
2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
(In millions)
AECO
Segment revenue $ 388.5 $ 350.3 $ 38.2 11% $ 779.6 $ 685.7 $ 93.9 14%
Segment revenue as a % of total revenue 40 % 40 % 41 % 40 %
Segment operating income $ 119.0 $ 106.4 12.6 12% $ 242.1 $ 198.0 44.1 22%
Segment operating income as a % of segment revenue 30.6 % 30.4 % 31.1 % 28.9 %
Field Systems
Segment revenue $ 442.5 $ 392.7 49.8 13% $ 851.7 $ 751.9 99.8 13%
Segment revenue as a % of total revenue 46 % 45 % 44 % 44 %
Segment operating income $ 145.8 $ 121.0 24.8 20% $ 263.8 $ 227.6 36.2 16%
Segment operating income as a % of segment revenue 32.9 % 30.8 % 31.0 % 30.3 %
T&L
Segment revenue $ 141.0 $ 132.7 8.3 6% $ 280.6 $ 278.7 1.9 1%
Segment revenue as a % of total revenue 14 % 15 % 15 % 16 %
Segment operating income $ 33.9 $ 28.6 5.3 19% $ 67.7 $ 54.7 13.0 24%
Segment operating income as a % of segment revenue 24.0 % 21.6 % 24.1 % 19.6 %
The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes:
Second Quarter of First Two Quarters of
2026 2025 2026 2025
(In millions)
Total segment operating income $ 298.7 $ 256.0 $ 573.6 $ 480.3
Unallocated general corporate expenses (38.1) (33.4) (69.8) (59.5)
Amortization of purchased intangible assets (44.1) (42.9) (87.3) (84.9)
Acquisition / divestiture items (23.9) (2.7) (29.8) (11.6)
Stock-based compensation / deferred compensation (44.3) (40.8) (88.0) (78.3)
Restructuring and other costs (16.3) (8.4) (22.7) (20.7)
Consolidated operating income 132.0 127.8 276.0 225.3
Total non-operating expense, net (576.8) (14.5) (589.5) (25.6)
Consolidated (loss) income before taxes $ (444.8) $ 113.3 $ (313.5) $ 199.7
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AECO
Second Quarter of 2026 First Two Quarters of 2026
Change versus the corresponding period in 2025 % Change % Change
Change in Revenue - AECO 11 % 14 %
Acquisitions 1 % 1 %
Foreign currency exchange 1 % 2 %
Organic growth 9 % 11 %
Organic revenue increased for the second quarter and first two quarters due to strong demand for subscription offerings. Revenue growth benefited from cumulative growth along with an expansion of customers across many products, with the largest impacts resulting from Construction Management Systems, Architecture & Design, and Mechanical, Electrical, and Plumbing Solutions (“MEP”).
Operating income and operating income as a percentage of revenue increased for the second quarter and first two quarters primarily due to organic revenue and gross margin expansion.
Field Systems
Second Quarter of 2026 First Two Quarters of 2026
Change versus the corresponding period in 2025 % Change % Change
Change in Revenue - Field Systems 13 % 13 %
Foreign currency exchange 1 % 1 %
Organic growth 12 % 12 %
Organic revenue increased for the second quarter and first two quarters primarily driven by hardware sales growth in Civil Construction and Surveying solutions due to strong end-user demand and competitive wins, and to a lesser extent, term license growth.
Operating income and operating income as a percentage of revenue both increased for the second quarter and first two quarters primarily due to organic revenue growth and gross margin expansion.
T&L
Second Quarter of 2026 First Two Quarters of 2026
Change versus the corresponding period in 2025 % Change % Change
Change in Revenue - T&L 6 % 1 %
Divestitures — % (8) %
Foreign currency exchange 1 % 3 %
Organic growth 5 % 6 %
Organic revenue increased for the second quarter and first two quarters primarily driven by subscription revenue growth from Transporeon.
Operating income and operating income as a percentage of revenue increased for the second quarter and first two quarters primarily due to organic revenue growth and gross margin expansion. Operating income as a percentage of revenue for the first two quarters was favorably impacted by the divestiture of lower operating income margin business.
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LIQUIDITY AND CAPITAL RESOURCES
As of
Second Quarter of Year End
2026 2025 Dollar Change % Change
(In millions, except percentages)
Cash and cash equivalents $ 214.4 $ 253.4 $ (39.0) (15) %
As a percentage of total assets 2.5 % 2.7 %
Principal balance of outstanding debt $ 1,466.4 $ 1,400.0 $ 66.4 5 %
First Two Quarters of
2026 2025 Dollar Change % Change
(In millions)
Net cash provided by operating activities $ 515.0 $ 102.1 $ 412.9 404 %
Net cash used in investing activities (245.3) (27.2) (218.1) 802 %
Net cash used in financing activities (302.4) (582.6) 280.2 (48) %
Effect of exchange rate changes on cash and cash equivalents (6.3) 25.8 (32.1) (124) %
Net decrease in cash and cash equivalents $ (39.0) $ (481.9)
Operating Activities
The increase in cash provided by operating activities was primarily driven by lower cash taxes paid and higher operating income.
Investing Activities
The increase in cash used in investing activities was primarily due to payments for the Document Crunch acquisition, which closed in the second quarter of 2026.
Financing Activities
The decrease in cash used in financing activities was primarily driven by lower cash paid for repurchases of common stock compared to the prior year.
Cash and Cash Equivalents
We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including additional software and technology expenditures related to our Connect & Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.
In December 2025, we entered into the 2025 Credit Facility, which replaced the 2022 Credit Facility. The 2025 Credit Facility contains an option to increase the borrowing from $1.25 billion up to $1.75 billion with lender approval. In April 2026, we borrowed $250.0 million from our credit facilities to finance the acquisition of Document Crunch (see Note 9, Debt). As of July 3, 2026, $66.4 million was outstanding under our credit facilities.
The enacted OBBBA permanently repealed the domestic R&D capitalization requirement. As a result, we expect cash tax reductions of approximately $53.0 million in 2026.
Our cash requirements have not otherwise materially changed since the 2025 Form 10-K.
Stock Repurchase Program
Subsequent to the end of the second quarter of 2026, the Board of Directors approved a new stock repurchase program authorizing up to $1.0 billion in repurchases of our common stock, which replaced the existing December 2025 Program. See Note 2, Common Stock Repurchases for additional information regarding our stock repurchase program.
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SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES AND ANNUALIZED RECURRING REVENUE
To supplement our consolidated financial information, we included non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP measures. We believe non-GAAP financial measures provide useful information to investors and others in understanding our core operating performance, which excludes (i) the effect of certain non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
Organic revenue growth is a non-GAAP measure that refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that are not indicative of ongoing performance or impact comparability with the prior year. We provide reconciliation tables showing the change in revenue growth to organic revenue growth in the “Results of Operations” section found earlier in this Item 2.
In addition to providing non-GAAP financial measures, we disclose ARR to give the investors supplementary indicators of the value of our current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. ARR is calculated by taking our subscription and maintenance and support revenue for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365. Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months. ARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items.
The non-GAAP financial measures, definitions, and explanations to the adjustments to comparable GAAP measures are included below:
Second Quarter of First Two Quarters of
2026 2025 2026 2025
Dollar % of Dollar % of Dollar % of Dollar % of
(In millions, except per share amounts) Amount Revenue Amount Revenue Amount Revenue Amount Revenue
REVENUE:
GAAP revenue: $ 972.0 $ 875.7 $ 1,911.9 $ 1,716.3
GROSS MARGIN:
GAAP gross margin: $ 674.9 69.4 % $ 597.9 68.3 % $ 1,321.2 69.1 % $ 1,158.7 67.5 %
Amortization of purchased intangible assets (A) 16.9 16.1 33.0 32.5
Stock-based compensation / deferred compensation (C) 3.8 4.2 8.0 8.5
Restructuring and other costs (D) 2.5 0.4 2.8 0.6
Non-GAAP gross margin: $ 698.1 71.8 % $ 618.6 70.6 % $ 1,365.0 71.4 % $ 1,200.3 69.9 %
OPERATING EXPENSES:
GAAP operating expenses: $ 542.9 55.9 % $ 470.1 53.7 % $ 1,045.2 54.7 % $ 933.4 54.4 %
Amortization of purchased intangible assets (A) (27.2) (26.8) (54.3) (52.4)
Acquisition / divestiture items (B) (23.9) (2.7) (29.8) (11.6)
Stock-based compensation / deferred compensation (C) (40.5) (36.6) (80.0) (69.8)
Restructuring and other costs (D) (13.8) (8.0) (19.9) (20.1)
Non-GAAP operating expenses: $ 437.5 45.0 % $ 396.0 45.2 % $ 861.2 45.0 % $ 779.5 45.4 %
OPERATING INCOME:
GAAP operating income: $ 132.0 13.6 % $ 127.8 14.6 % $ 276.0 14.4 % $ 225.3 13.1 %
Amortization of purchased intangible assets (A) 44.1 42.9 87.3 84.9
Acquisition / divestiture items (B) 23.9 2.7 29.8 11.6
Stock-based compensation / deferred compensation (C) 44.3 40.8 88.0 78.3
Restructuring and other costs (D) 16.3 8.4 22.7 20.7
Non-GAAP operating income: $ 260.6 26.8 % $ 222.6 25.4 % $ 503.8 26.4 % $ 420.8 24.5 %
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NON-OPERATING EXPENSE, NET:
GAAP non-operating expense, net: $ (576.8) $ (14.5) $ (589.5) $ (25.6)
Acquisition / divestiture items (B) (5.5) (2.6) (9.6) (7.9)
Deferred compensation (C) (0.9) (2.9) (2.9) (2.0)
Restructuring and other costs (D) 2.8 2.8 4.7 2.9
Goodwill impairment (E) 562.0 — 562.0 —
Non-GAAP non-operating expense, net: $ (18.4) $ (17.2) $ (35.3) $ (32.6)
Tax Rate % Tax Rate % Tax Rate % Tax Rate %
(G) (G) (G) (G)
INCOME TAX PROVISION:
GAAP income tax provision: $ 26.9 (6.0) % $ 24.1 21.3 % $ 59.3 (18.9) % $ 43.8 21.9 %
Non-GAAP items tax effected (F) 15.0 11.9 22.0 23.6
Non-GAAP income tax provision: $ 41.9 17.3 % $ 36.0 17.5 % $ 81.3 17.4 % $ 67.4 17.4 %
NET (LOSS) INCOME:
GAAP net (loss) income: $ (471.7) $ 89.2 $ (372.8) $ 155.9
Amortization of purchased intangible assets (A) 44.1 42.9 87.3 84.9
Acquisition / divestiture items (B) 18.4 0.1 20.2 3.7
Stock-based compensation (C) 43.4 37.9 85.1 76.3
Restructuring and other costs (D) 19.1 11.2 27.4 23.6
Goodwill impairment (E) 562.0 — 562.0 —
Non-GAAP tax adjustments (F) (15.0) (11.9) (22.0) (23.6)
Non-GAAP net income: $ 200.3 $ 169.4 $ 387.2 $ 320.8
DILUTED NET (LOSS) INCOME PER SHARE:
GAAP diluted net (loss) income per share: $ (2.02) $ 0.37 $ (1.60) $ 0.64
Amortization of purchased intangible assets (A) 0.19 0.18 0.37 0.35
Acquisition / divestiture items (B) 0.08 — 0.09 0.02
Stock-based compensation (C) 0.19 0.16 0.36 0.31
Restructuring and other costs (D) 0.08 0.05 0.12 0.10
Goodwill impairment (E) 2.40 — 2.40 —
Non-GAAP tax adjustments (F) (0.06) (0.05) (0.09) (0.10)
Non-GAAP diluted net income per share: $ 0.86 $ 0.71 $ 1.65 $ 1.32
ADJUSTED EBITDA:
GAAP operating income: $ 132.0 13.6 % $ 127.8 14.6 % $ 276.0 14.4 % $ 225.3 13.1 %
Amortization of purchased intangible assets (A) 44.1 42.9 87.3 84.9
Acquisition / divestiture items (B) 23.9 2.7 29.8 11.6
Stock-based compensation / deferred compensation (C) 44.3 40.8 88.0 78.3
Restructuring and other costs (D) 16.3 8.4 22.7 20.7
Non-GAAP operating income: 260.6 26.8 % 222.6 25.4 % 503.8 26.4 % 420.8 24.5 %
Depreciation expense and cloud computing amortization 12.0 12.3 23.8 24.3
Income from equity method investments, net 5.4 5.0 8.1 6.9
Adjusted EBITDA $ 278.0 28.6 % $ 239.9 27.4 % $ 535.7 28.0 % $ 452.0 26.3 %
Non-GAAP Definitions
Non-GAAP gross margin
We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions, and manufacturing costs influence our business.
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Non-GAAP operating expenses
We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.
Non-GAAP operating income
We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending.
Non-GAAP non-operating expense, net
We define Non-GAAP non-operating expense, net as GAAP non-operating expense, net, excluding goodwill impairment, acquisition/divestiture items, deferred compensation, and restructuring and other costs. We believe this measure helps investors evaluate our non-operating expense trends.
Non-GAAP income tax provision
We define non-GAAP income tax provision as the GAAP income tax provision adjusted for the tax effects of the non-GAAP pre-tax adjustments (A) through (E), excluding certain tax charges and benefits such as net deferred tax impacts resulting from tax amortization related to a non-U.S. intercompany transfer of intellectual property and certain acquisitions, deferred tax impacts from net CFC tested income, significant reserve releases upon the expiration of statute of limitations and audit closures, and tax law changes. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation.
Non-GAAP net income
We define Non-GAAP net income as GAAP net (loss) income, excluding the effects of goodwill impairment, amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. This measure provides a supplemental view of net income trends, which are driven by non-GAAP income before taxes and our non-GAAP tax rate.
Non-GAAP diluted net income per share
We define Non-GAAP diluted net income per share as GAAP diluted net (loss) income per share, excluding the effects of goodwill impairment, amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the Company.
Adjusted EBITDA
We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net, which excludes our proportionate share of items such as amortization of purchased intangibles, stock-based compensation, and restructuring costs. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, amortization of purchased intangibles and cloud computing costs, and income from equity method investments, net.
Explanations of Non-GAAP adjustments
(A).Amortization of purchased intangible assets. Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.
(B).Acquisition / divestiture items. Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other costs, including the acceleration of acquisition stock awards and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment gains/losses. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
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(C).Stock-based compensation / deferred compensation. Non-GAAP gross margin and operating expenses exclude stock-based compensation and income or expense associated with movement in our non-qualified deferred compensation plan liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.
(D).Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring costs composed of termination benefits related to reductions in employee headcount and other cost-saving initiatives, closure or exit of facilities, and cancellation of certain contracts, and other costs composed of one-time incremental expenses resulting from the re-audit and related remediation of control deficiencies. Non-GAAP non-operating expense net, excludes our proportionate share of items recorded in income from equity method investment items, such as goodwill impairment, amortization of purchased intangibles, stock-based compensation, and restructuring costs.
(E).Goodwill Impairment. Non-GAAP non-operating expense, net excludes the goodwill impairment charge related to our T&L segment. The impairment was triggered by a sustained decline in market capitalization and stock price reflecting heightened macroeconomic uncertainty and lower market multiples for software businesses.
(F).Non-GAAP items tax effected. This amount represents the income tax effect of non-GAAP pre-tax adjustments, excluding certain tax charges and benefits, which reconcile the GAAP income tax provision to the non-GAAP income tax provision.
(G).Tax rate percentages. These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes.