false2025Q100008647491/233891218364347276xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:puretrmb:loaniso4217:EUR00008647492025-01-042025-04-0400008647492025-05-0700008647492025-04-0400008647492025-01-030000864749us-gaap:ProductMember2025-01-042025-04-040000864749us-gaap:ProductMember2023-12-302024-03-290000864749trmb:SubscriptionAndServicesMember2025-01-042025-04-040000864749trmb:SubscriptionAndServicesMember2023-12-302024-03-2900008647492023-12-302024-03-290000864749us-gaap:CommonStockMember2025-01-030000864749us-gaap:AdditionalPaidInCapitalMember2025-01-030000864749us-gaap:RetainedEarningsMember2025-01-030000864749us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-030000864749us-gaap:RetainedEarningsMember2025-01-042025-04-040000864749us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-042025-04-040000864749us-gaap:CommonStockMember2025-01-042025-04-040000864749us-gaap:AdditionalPaidInCapitalMember2025-01-042025-04-040000864749us-gaap:CommonStockMember2025-04-040000864749us-gaap:AdditionalPaidInCapitalMember2025-04-040000864749us-gaap:RetainedEarningsMember2025-04-040000864749us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-040000864749us-gaap:CommonStockMember2023-12-290000864749us-gaap:AdditionalPaidInCapitalMember2023-12-290000864749us-gaap:RetainedEarningsMember2023-12-290000864749us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-2900008647492023-12-290000864749us-gaap:RetainedEarningsMember2023-12-302024-03-290000864749us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-302024-03-290000864749us-gaap:CommonStockMember2023-12-302024-03-290000864749us-gaap:AdditionalPaidInCapitalMember2023-12-302024-03-290000864749us-gaap:CommonStockMember2024-03-290000864749us-gaap:AdditionalPaidInCapitalMember2024-03-290000864749us-gaap:RetainedEarningsMember2024-03-290000864749us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-2900008647492024-03-290000864749us-gaap:DiscontinuedOperationsHeldforsaleMember2025-01-030000864749us-gaap:DiscontinuedOperationsHeldforsaleMember2024-03-290000864749us-gaap:DiscontinuedOperationsHeldforsaleMember2023-12-290000864749trmb:TwoThousandTwentyFourStockRepurchaseProgramMember2025-04-040000864749trmb:TwoThousandTwentyFourStockRepurchaseProgramMember2025-01-042025-04-040000864749trmb:TwoThousandTwentyFourStockRepurchaseProgramMember2023-12-302024-03-290000864749trmb:PlatformScienceMember2025-04-040000864749trmb:PlatformScienceMember2025-02-080000864749us-gaap:PreferredStockMembertrmb:PlatformScienceMember2025-02-080000864749us-gaap:WarrantMembertrmb:PlatformScienceMember2025-02-080000864749us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMembertrmb:GlobalTransportationTelematicsMobilityMember2025-02-080000864749us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMembertrmb:GlobalTransportationTelematicsMobilityMember2025-02-082025-02-080000864749us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMembertrmb:TrimbleAgMember2024-04-010000864749trmb:PTxTrimbleMember2024-04-012024-04-010000864749trmb:PTxTrimbleMember2024-04-010000864749us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMembertrmb:TrimbleAgMember2024-04-012024-04-010000864749trmb:JointOperatingVenturesInPrivatelyHeldCompaniesMembersrt:MinimumMember2025-04-040000864749trmb:JointOperatingVenturesInPrivatelyHeldCompaniesMembersrt:MaximumMember2025-04-040000864749trmb:PTxTrimbleMember2025-04-040000864749trmb:PTxTrimbleMember2025-01-030000864749srt:MinimumMember2025-04-040000864749srt:MaximumMember2025-04-040000864749us-gaap:DevelopedTechnologyRightsMember2025-04-040000864749us-gaap:DevelopedTechnologyRightsMember2025-01-030000864749us-gaap:CustomerRelationshipsMember2025-04-040000864749us-gaap:CustomerRelationshipsMember2025-01-030000864749trmb:TradeNamesAndIntellectualPropertyMember2025-04-040000864749trmb:TradeNamesAndIntellectualPropertyMember2025-01-030000864749trmb:ArchitectsEngineersConstructionAndOwnersMember2025-01-030000864749trmb:FieldSystemsMember2025-01-030000864749trmb:TransportationAndLogisticsMember2025-01-030000864749trmb:ArchitectsEngineersConstructionAndOwnersMember2025-01-042025-04-040000864749trmb:FieldSystemsMember2025-01-042025-04-040000864749trmb:TransportationAndLogisticsMember2025-01-042025-04-040000864749trmb:ArchitectsEngineersConstructionAndOwnersMember2025-04-040000864749trmb:FieldSystemsMember2025-04-040000864749trmb:TransportationAndLogisticsMember2025-04-040000864749trmb:ArchitectsEngineersConstructionAndOwnersMember2023-12-302024-03-290000864749trmb:FieldSystemsMember2023-12-302024-03-290000864749trmb:TransportationAndLogisticsMember2023-12-302024-03-290000864749us-gaap:OperatingSegmentsMember2025-01-042025-04-040000864749us-gaap:OperatingSegmentsMember2023-12-302024-03-290000864749us-gaap:CorporateNonSegmentMember2025-01-042025-04-040000864749us-gaap:CorporateNonSegmentMember2023-12-302024-03-290000864749srt:NorthAmericaMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2025-01-042025-04-040000864749srt:NorthAmericaMembertrmb:FieldSystemsMember2025-01-042025-04-040000864749srt:NorthAmericaMembertrmb:TransportationAndLogisticsMember2025-01-042025-04-040000864749srt:NorthAmericaMember2025-01-042025-04-040000864749srt:EuropeMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2025-01-042025-04-040000864749srt:EuropeMembertrmb:FieldSystemsMember2025-01-042025-04-040000864749srt:EuropeMembertrmb:TransportationAndLogisticsMember2025-01-042025-04-040000864749srt:EuropeMember2025-01-042025-04-040000864749srt:AsiaPacificMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2025-01-042025-04-040000864749srt:AsiaPacificMembertrmb:FieldSystemsMember2025-01-042025-04-040000864749srt:AsiaPacificMembertrmb:TransportationAndLogisticsMember2025-01-042025-04-040000864749srt:AsiaPacificMember2025-01-042025-04-040000864749trmb:RestofWorldMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2025-01-042025-04-040000864749trmb:RestofWorldMembertrmb:FieldSystemsMember2025-01-042025-04-040000864749trmb:RestofWorldMembertrmb:TransportationAndLogisticsMember2025-01-042025-04-040000864749trmb:RestofWorldMember2025-01-042025-04-040000864749srt:NorthAmericaMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2023-12-302024-03-290000864749srt:NorthAmericaMembertrmb:FieldSystemsMember2023-12-302024-03-290000864749srt:NorthAmericaMembertrmb:TransportationAndLogisticsMember2023-12-302024-03-290000864749srt:NorthAmericaMember2023-12-302024-03-290000864749srt:EuropeMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2023-12-302024-03-290000864749srt:EuropeMembertrmb:FieldSystemsMember2023-12-302024-03-290000864749srt:EuropeMembertrmb:TransportationAndLogisticsMember2023-12-302024-03-290000864749srt:EuropeMember2023-12-302024-03-290000864749srt:AsiaPacificMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2023-12-302024-03-290000864749srt:AsiaPacificMembertrmb:FieldSystemsMember2023-12-302024-03-290000864749srt:AsiaPacificMembertrmb:TransportationAndLogisticsMember2023-12-302024-03-290000864749srt:AsiaPacificMember2023-12-302024-03-290000864749trmb:RestofWorldMembertrmb:ArchitectsEngineersConstructionAndOwnersMember2023-12-302024-03-290000864749trmb:RestofWorldMembertrmb:FieldSystemsMember2023-12-302024-03-290000864749trmb:RestofWorldMembertrmb:TransportationAndLogisticsMember2023-12-302024-03-290000864749trmb:RestofWorldMember2023-12-302024-03-290000864749country:US2025-01-042025-04-040000864749country:US2023-12-302024-03-290000864749trmb:TwoThousandTwentyEightSeniorNotesMemberus-gaap:SeniorNotesMember2025-04-040000864749trmb:TwoThousandTwentyEightSeniorNotesMemberus-gaap:SeniorNotesMember2025-01-030000864749trmb:TwoThousandThirtyThreeSeniorNotesMemberus-gaap:SeniorNotesMember2025-04-040000864749trmb:TwoThousandThirtyThreeSeniorNotesMemberus-gaap:SeniorNotesMember2025-01-030000864749us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-01-012022-12-300000864749us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-12-300000864749trmb:UncommittedRevolvingCreditFacilities75millionMember2025-04-040000864749trmb:UncommittedRevolvingCreditFacilities100millioneurosMember2025-04-040000864749us-gaap:FairValueMeasurementsRecurringMember2025-04-040000864749us-gaap:FairValueMeasurementsRecurringMember2025-01-0300008647492025-04-052025-04-040000864749trmb:RobPainterMember2025-01-042025-04-040000864749trmb:RobPainterMember2025-04-040000864749trmb:KaighamGabrielMember2025-01-042025-04-040000864749trmb:KaighamGabrielMember2025-04-040000864749trmb:MarkSchwartzMember2025-01-042025-04-040000864749trmb:MarkSchwartzMember2025-04-040000864749trmb:RonaldBisioMember2025-01-042025-04-040000864749trmb:RonaldBisioMember2025-04-040000864749trmb:JamesDaltonMember2025-01-042025-04-040000864749trmb:JamesDaltonMember2025-04-040000864749trmb:JenniferAllisonMember2025-01-042025-04-040000864749trmb:JenniferAllisonMember2025-04-04

Commission file number: 001-14845

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of May 7, 2025, there were 238,586,919 shares of Common Stock, par value $0.001 per share, outstanding.

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

•general global macroeconomic outlook, including heightened trade tensions and related imposition of tariffs between the United States and its trading partners, slowing growth, inflationary pressures and fluctuations in interest rates;

•economic disruptions caused by the potential impact of volatility and conflict in the political and economic environment, including geopolitical tensions;

•fluctuations in foreign currency exchange rates;

•our ability to convert backlog to revenue;

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

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

•our shift towards a more significant mix of recurring revenue and the impact on our business;

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

•our growth strategy and its impact on our revenue mix, growth, and profitability;

•our expectations regarding the execution and impact of the Connect & Scale strategy;

•any anticipated benefits or impact to our results of operations and financial conditions from our acquisitions;

•any anticipated benefits associated with the sale of our global transportation telematics business (“Mobility”) to Platform Science, Inc. (“Platform Science”) and our associated investment;

•any anticipated benefits associated with the contribution of our precision agriculture business (“Ag”), excluding Global Navigation Satellite System (“GNSS”) and guidance technologies, to the joint venture, PTx Trimble, and the sale of the majority interest in PTx Trimble to AGCO Corporation (“AGCO”);

•our ability to conduct, suspend, or discontinue our stock repurchase program subject to the discretion of our management;

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

•our commitment to sustainability matters; and

•our ability to maintain effective internal controls over financial reporting, including our ability to remediate our material weaknesses in our internal control over financial reporting.

The forward-looking statements regarding future events and the future results of Trimble Inc. (“Trimble”, the “Company” or “we” or “our” or “us”) are based on current expectations and the beliefs and assumptions of our management that are subject to risks and uncertainties. Discussions containing such forward-looking statements may be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this report. Forward-looking statements generally can be identified by words such as “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to those discussed in this report under the section entitled “Risk Factors” and elsewhere, and in other reports we file with the Securities and Exchange Commission (the “SEC”), specifically the most recent Annual Report on Form 10-K for 2024 filed with the SEC on April 25, 2025 (the “2024 Form 10-K”), and in other reports we file with the SEC, each as it may be amended from time to time. These forward-looking statements are made as of the date of this report. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

(UNAUDITED)

(UNAUDITED)

 

(UNAUDITED)

 

(UNAUDITED)

(UNAUDITED)

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

The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with our 2024 Form 10-K that includes additional information about our significant accounting policies and the methods and assumptions used in our estimates.

We prepared our interim Condensed Consolidated Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2024 Form 10-K.

We use a 52- to 53-week year ending on the Friday nearest to December 31. 2025 is a 52-week year, and 2024 was a 53-week year. The first quarter of 2025 began on January 4, 2025 and ended on April 4, 2025. The first quarter of 2024 began on December 30, 2023 and ended on March 29, 2024. Unless otherwise stated, all dates refer to these periods.

The preparation of financial statements in accordance with U.S. 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 (i) revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price of performance obligations; (ii) inventory valuation; (iii) valuation of investments; (iv) valuation of long-lived assets and their estimated useful lives; (v) goodwill and other long-lived asset impairment analyses; (vi) stock-based compensation; and (vii) 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.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. The ASU is effective for our annual report on Form 10-K beginning in 2027 and subsequent interim reporting periods, with early adoption permitted. The ASU can be applied either prospectively or retrospectively. We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU updates the annual income tax disclosures by requiring (i) specific categories and greater disaggregation of information in the rate reconciliation; (ii) income taxes paid disaggregated by taxing authority and jurisdiction; and (iii) disclosures of pretax income (or loss) and income tax expense (or benefit). Additionally, certain existing disclosure requirements are removed. The ASU is effective for our annual report on Form 10-K beginning in 2025 on a prospective basis. Early adoption and retrospective application are permitted. We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

We did not adopt any new accounting pronouncements during the first quarter of 2025.

In the first quarter of 2025, the Board of Directors approved a new stock repurchase program authorizing up to $1.0 billion in repurchases of our common stock. The new stock repurchase program replaced the prior 2024 stock repurchase program, which was approved in January 2024 and has been cancelled.

Under the 2025 stock repurchase program, we may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The timing and actual amount of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. This program may be suspended, modified, or discontinued at any time without prior notice. The stock repurchase authorization does not have an expiration date. At the end of the first quarter of 2025, there were remaining authorized funds of $372.6 million.

During the first quarter of 2025, we repurchased approximately 9.0 million shares of common stock in open market purchases at an average price of $69.93 per share for a total of $627.4 million. During the first quarter of 2024, we repurchased approximately 2.9 million shares of common stock in open market purchases at an average price of $60.97 per share for a total of $175.0 million.

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

Upon closing 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.

On April 1, 2024, we completed the sale and contribution of our Ag business to AGCO in exchange for $1.9 billion of cash proceeds and an equity ownership interest in PTx Trimble, a joint venture (the “JV”) that was formed by Trimble and AGCO, with a fair value of $275.6 million. The fair value was based on a combination of the equity value, primarily the transaction price, and an option pricing model for a put and call option. Following the closing of the transaction, we own 15% of PTx Trimble.

Upon closing the transaction, we deconsolidated $457.3 million of net assets, including $357.4 million of goodwill, and we recorded our equity investment at its fair value under the equity method of accounting, which represents a non-cash investing activity. As a result, we recognized a pre-tax gain of $1.7 billion in the second quarter of 2024, which included the gain for our retained 15% ownership interest in the JV. The sale and contribution of the Ag business excluded certain GNSS and guidance technologies. Ag was reported as a part of our Field Systems segment.

The following table presents our equity investments in non-marketable securities:

Equity method investments primarily represent joint operating ventures in privately-held companies with ownership rights varying from 15% to 50%. The Company applies the equity method of accounting for these investments by recording our proportionate share of net earnings or losses of investees in non-operating income (expense), net and by monitoring these investments for any impairments.

The total carrying amount of equity method investments was primarily related to our 15% investment in PTx Trimble of $220.5 million and $222.3 million at the end of the first quarter of 2025 and the year end 2024.

Other investments represent early-stage companies without readily determinable fair values with ownership rights varying from 1% to 32.5%. The Company applies the measurement alternative for these investments, which requires measurement at initial cost, less any impairments, adjusted for observable price changes. Adjustments are recorded in other income (expense), net, which were immaterial for the periods presented.

The total carrying amount of other investments was primarily related to our 32.5% investment in Platform Science of $253.9 million at the end of the first quarter of 2025.

The following table presents a summary of our intangible assets:

The estimated future amortization expense of intangible assets at the end of the first quarter of 2025 was as follows:

The changes in the carrying amount of goodwill by segment for the first quarter of 2025 were as follows: 

The components of inventories, net were as follows:

We determined our operating segments based on how our Chief Executive Officer, who is 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 uses segment revenue and operating income to assess segment performance and to allocate resources. The CODM evaluates segment revenue and operating income by considering periodic forecast-to-actual variances and trends, as well as overall strategic initiatives. Asset information by segments is not regularly reviewed by the CODM.

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:

•Architects, Engineers, Construction and Owners (“AECO”). This segment primarily serves customers working in architecture, engineering, construction, design, asset management, operations, and maintenance. Within this segment, our most substantial product portfolios are software solutions focused on design, engineering, building and civil construction, capital planning, and asset management software. Products are sold primarily through a direct channel to customers.

•Field Systems. This segment primarily serves customers working in surveying and mapping, civil construction, building construction field services, and positioning systems. Within this segment, our most substantial product portfolios are hardware and software solutions focused on geospatial, civil engineering construction, and positioning services. Products are sold and distributed primarily through a global network of independent distribution partners.

•Transportation and Logistics (“T&L”). This segment provides a suite of solutions for shippers, carriers, and intermediaries globally. Within this segment, our most substantial product portfolio addresses the truckload freight market. Products are sold primarily through a direct channel to customers.

The following reporting segment tables reflect the revenue, costs and expenses, and operating income of our reportable operating segments under our management reporting system. Segment costs and expenses include directly attributable costs and certain indirect costs allocated to segments, such as facilities, information technology, cloud services, finance, legal, and human resources. This is consistent with the way the CODM evaluates each of the segment’s performance and allocates resources.

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

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

Total revenue in the United States, as included in the Condensed Consolidated Statements of Income, was $469.8 million and $456.9 million for the first quarter of 2025 and 2024. No single customer or country other than the United States accounted for 10% or more of our total revenue.

Debt consisted of the following:

All of our senior notes are unsecured obligations. Interest on the senior notes is payable semi-annually in June and December of each year for the 2028 senior notes and in March and September for the 2033 senior notes. Additional details are unchanged from the information disclosed in Note 8 “Debt” of the 2024 Form 10-K.

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

At the end of the first quarter of 2025, we were in compliance with our debt covenants for the 2022 credit facility. Additional details are unchanged from the information disclosed in Note 8 “Debt” of the 2024 Form 10-K.

At the end of the first quarter of 2025, we had two $75.0 million and one €100.0 million revolving credit facilities, which are uncommitted. Generally, these variable-rate, uncommitted facilities may be redeemed upon demand. Borrowings under uncommitted facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet.

Fair value is measured by using observable or, to the extent necessary, unobservable inputs.

Financial instruments recorded at fair value include our deferred compensation plan. The fair value was $29.3 million and $31.0 million at the end of the first quarter of 2025 and the end of 2024, and is included in Other non-current assets and Other non-current liabilities on our Condensed Consolidated Balance Sheets. The fair value was measured by using quoted prices in active markets.

Financial instruments not recorded at fair value on a recurring basis (debt) had an estimated fair value of $1.4 billion at both the end of the first quarter of 2025 and the end of 2024. The fair value of the debt was determined based on observable market prices in less active markets. The fair values do not indicate the amount we would currently have to pay to extinguish the debt.

Changes in our deferred revenue during the first quarter of 2025 and 2024 were as follows: 

At the end of the first quarter of 2025, approximately $1.7 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts. We expect to recognize $1.2 billion or 72% of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.

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 shares of common stock include outstanding stock options, restricted stock units, contingently issuable shares, and shares to be purchased under our employee stock purchase plan.

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

(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.

For the first quarter of 2025, our effective income tax rate was 22.8%, as compared to 21.6% in the corresponding period in 2024. The increase was primarily due to lower U.S. federal R&D credits, partially offset by higher stock-based compensation deductions.

Unrecognized tax benefits of $46.4 million and $45.8 million at the end of the first quarter of 2025 and at the end of 2024, if recognized, would favorably affect the effective income tax rate in future periods. At the end of the first quarter of 2025 and at the end of 2024, we accrued interest and penalties of $10.0 million and $8.8 million.

At the end of the first quarter of 2025, we had unconditional purchase obligations of approximately $430.6 million. These unconditional purchase obligations primarily represent (i) various non-cancellable agreements with certain service providers with minimum or fixed commitments, and (ii) open non-cancellable purchase orders for material purchases with our inventory vendors.

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

On April 25, 2025, the Audit Committee of the Board of Directors (i) dismissed Ernst & Young LLP as the Company’s independent registered public accounting firm and (ii) appointed KPMG LLP as the Company’s independent registered public accounting firm, in each case, effective as of April 25, 2025.

There have been no material changes to our critical accounting policies and estimates during the first quarter of 2025. 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 2024 Form 10-K.

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.

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

Our growth strategy is centered on multiple elements:

•Execute on our Connect & Scale strategy;

•Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability;

•Focus on software and services;

•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 over time to growth in revenue and profitability and an increasingly diversified business model. We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $2,176.5 million, which represents growth of 7% year-over-year at the end of the first quarter of 2025. Excluding the impact of foreign currency, acquisitions, and divestitures, organic ARR growth was 15%. 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 78% and 73% of total revenue for the first quarter of 2025 and 2024. Additionally, we continue to maintain focus on increasing our mix of recurring revenue, which is accelerated by the Ag divestiture that closed in the second quarter of 2024 and the Mobility divestiture that closed in the first quarter of 2025.

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 the “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” below in this Item 2.

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 12 acquisitions and 23 divestitures that we have completed since 2020, including the Ag divestiture in the second quarter of 2024 and the Mobility divestiture in the first quarter of 2025.

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.

On April 1, 2024, we completed the sale and contribution of our Ag business to AGCO in exchange for $1.9 billion of cash proceeds and an equity ownership interest in PTx Trimble, a joint venture (the “JV”) that was formed by Trimble and AGCO, with a fair value of $275.6 million. The fair value was based on a combination of the equity value, primarily the transaction price, and an option pricing model for a put and call option. Following the closing of the transaction, we own 15% of the JV.

Upon closing of the transaction, we deconsolidated $457.3 million of net assets, including $357.4 million of goodwill, and we recorded our equity investment at its fair value under the equity method of accounting, which represents a non-cash investing activity. As a result, we recognized a pre-tax gain of $1.7 billion in the second quarter of 2024, which includes the gain for our retained 15% ownership interest in the JV. The sale and contribution of the Ag business excluded certain GNSS and guidance technologies. Ag was reported as a part of our Field Systems segment.

Macroeconomic conditions continue to present significant challenges globally, driven by geopolitical tensions, tariff and trade policies, exchange rate and interest rate volatility, and persistent inflationary pressures. The heightened trade tensions and related imposition of tariffs between the United States and its trading partners, the extent and duration of these 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. These evolving dynamics may have a negative impact on our business operations; however, our shift away from hardware-centric business towards a more significant mix of recurring revenue is expected to decrease such impacts. We are closely monitoring global trade developments and considering ways to mitigate potential impacts on our business.

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:

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

First Quarter of 2025 as Compared to 2024

Note that the first quarter of 2025 began on January 4, 2025 compared to the first quarter of 2024, which began on December 30, 2023. This significantly impacted overall Company and AECO year-over-year comparisons due to the timing of revenue recognition for January 1 annual software term license renewals (“software renewals”). At an overall company level, the estimated impact of the software renewals was $49.6 million or a 5% negative impact on revenue growth. For AECO, the estimated impact was $49.0 million or a 14% negative impact on AECO segment revenue growth.

Organic total revenue increased for the first quarter due to strong subscription growth across all segments, partially offset by prior year software renewals.

Organic product revenue was flat for the first quarter primarily due to relatively strong end-user demand for Civil Construction solutions, offset by a decline in Surveying due to an unusually large order in the prior year.

Organic subscription and services revenue increased for the first quarter primarily due to subscription growth across all segments, with the biggest impact in AECO, partially offset by prior year software renewals.

Gross margin decreased for the first quarter primarily due to the margin associated with the divestitures and prior year software renewals, partially offset by the growth of higher margin subscription sales.

Gross margin as a percentage of revenue increased for the first quarter due to growth of higher margin subscription sales and the divestiture of lower margin businesses, partially offset by the impact of prior year software renewals.

Operating income decreased for the first quarter primarily due to the impact of divestitures and prior year software renewals, partially offset by organic growth.

Operating income as a percentage of revenue was relatively flat.

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:

R&D expense decreased for the first quarter primarily due to the impact of the divestitures, partially offset by higher compensation expense. We believe that the development and introduction of new solutions are critical to our future success, and we expect to continue the active development of new products.

S&M expense increased for the first quarter primarily due to higher compensation expense, including commissions, as well as higher marketing and consulting costs related to AECO revenue growth, partially offset by the impact of the divestitures.

G&A expense decreased for the first quarter primarily due to the divestitures, partially offset by higher investment costs associated with our Connect & Scale strategy and higher incentive compensation.

Total amortization expense of purchased intangibles decreased for the first quarter primarily due to the expiration of prior years’ acquisition amortization.

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

Non-operating expense, net decreased for the first quarter primarily due to lower interest expense after the debt repayment made in 2024.

For the first quarter of 2025, our effective income tax rate was 22.8%, as compared to 21.6% in the corresponding period in 2024. The increase was primarily due to lower U.S. federal R&D credit, partially offset by higher stock-based compensation deductions.

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. For additional discussion of our segments, refer to Note 7 “Reporting Segment and Geographic Information” of this report.

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