UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended: December 31, 2001
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from _________ to __________
Commission file number 000-18645
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Trimble Navigation Savings and Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Trimble Navigation Limited
645 N. Mary Avenue
Post Office Box 3642
Sunnyvale, CA 94088-3642
Trimble Navigation Savings and Retirement Plan
Index To Financial Statements And Exhibit
Item
Independent Accountants' Report
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedule as of December 31, 2001
Schedule of Assets Held for Investment Purposes
Signature
Exhibit 23 -- Consent of Mohler, Nixon & Williams, Independent Accountants
Trimble Navigation
Savings and Retirement Plan
Financial Statements
December 31, 2001 and 2000
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
Financial Statements and Supplemental Schedule
Years ended December 31, 2001 and 2000
Table of Contents
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Page
Independent Accountants' Report..............................................1
Financial Statements:
Statements of Net Assets Available for Benefits..............................2
Statements of Changes in Net Assets Available for Benefits...................3
Notes to Financial Statements................................................4
Supplemental Schedule as of December 31, 2001................................9
Schedule of Assets Held for Investment Purposes
INDEPENDENT ACCOUNTANTS' REPORT
To the Participants and
Plan Administrator of the
Trimble Navigation
Savings and Retirement Plan
We have audited the financial statements of the Trimble Navigation Savings and
Retirement Plan (the Plan) as of December 31, 2001 and 2000, and for the years
then ended, as listed in the accompanying table of contents. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 16, 2002
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
December 31,
2001 2000
Assets:
Investments, at fair value $72,151,365 $49,153,476
Participant Loans 1,842,443 1,142,060
------------- -------------
Assets held for investment purposes 73,993,808 50,295,536
Employer's contribution receivable 88,178 -
Ohter receivables 6,689 -
------------- ------------
Net assets available for benefits $74,088,675 $50,295,536
============= ============
See notes to financial statements.
2
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years Ended
December 31,
2001 2000
Additions to net assets attributed to:
Investment income:
Dividends and interest $ 1,513,224 $ 4,723,328
Net realized and unrealized depreciation
in fair value of investments (10,688,643) (7,115,131)
------------- ------------
(9,175,419) (2,391,803)
------------- ------------
Contributions:
Participants' 5,773,432 4,341,404
Employer's 1,545,945 641,616
------------ ------------
7,319,377 4,983,020
------------ ------------
Total additions (1,856,042) 2,591,217
------------- ------------
Deductions from net assets attributed to:
Withdrawals and distributions 6,194,819 6,032,950
Administrative expenses 11,865 11,532
------------ ------------
Total deductions 6,206,684 6,044,482
------------ ------------
Net decrease in net assets (8,062,726) (3,453,265)
Transfer of assets:
To the Plan 31,885,865 -
------------ ------------
Net increase (decrease) in net assets 23,793,139 (3,453,265)
Net assets available for benefits:
Beginning of year 50,295,536 53,748,801
------------- ------------
End of year $74,088,675 $50,295,536
============= ============
See notes to financial statements.
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES
General - The following description of the Trimble Navigation Savings and
Retirement Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan that was established in 1988 by Trimble
Navigation (the Company) to provide benefits to eligible employees. The Plan
administrator believes that the Plan is currently designed and operated in
compliance with the applicable requirements of the Internal Revenue Code and the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended.
During the year, the Plan document was amended to change the matching
contribution to 50% of the participants' contribution up to 5% of compensation
with a maximum of $2,500 per year.
Administration- The Company has appointed an Administrative Committee (the
Committee) to manage the operation and administration of the Plan. The Company
contracted with Fidelity Management Trust Company (Fidelity) to act as the
custodian, trustee and third-party administrator. Substantially all expenses
incurred for administering the Plan are paid by the Company.
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
Basis of accounting - The financial statements of the Plan are prepared on the
accrual method of accounting in accordance with accounting principles generally
accepted in the United States of America.
Investments - Investments of the Plan were held by Fidelity and invested in
mutual funds and the Company's common stock based solely upon instructions
received from participants.
The Plan's investments in mutual funds and the Company's common stock are valued
at fair value as of the last day of the Plan year, as measured by quoted market
prices. Participant loans are valued at cost, which approximates fair value.
4
Income taxes- The Plan has been amended since receiving its latest favorable
determination letter dated March 7, 2001. The Company believes that the Plan is
operated in accordance with, and continues to qualify under, the applicable
requirements of the Internal Revenue Code and related state statutes, and that
the trust, which forms a part of the Plan, is exempt from federal income and
state franchise taxes.
Risks and uncertainties - The Plan provides for various investment options in
any combination of Company stock, money market fund, mutual funds and other
investment securities offered by the Plan. Investment securities are exposed to
various risks, such as interest rate, market fluctuations and credit risks. Due
to the level of risk associated with certain investment securities, it is at
least reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts reported in the
statements of net assets available for benefits and the statements of changes in
net assets available for benefits.
NOTE 2 - RELATED PARTY AND PARTY IN INTEREST TRANSACTIONS
Certain Plan investments in mutual funds are managed by an affiliate of
Fidelity. These transactions qualify as party in interest. Such transactions,
while considered party-in-interest transactions under ERISA regulations, are
permitted under the provisions of the Plan and are specifically exempt from the
prohibition of party-in-interest transactions under ERISA.
As allowed by the Plan, participants may elect to invest a portion of their
accounts in the common stock of the Company. Aggregate investment in Company
common stock at December 31, 2001 and 2000 was as follows:
Date Number of shares Fair value Cost
2001 244,806 $3,968,301 $3,916,728
2000 248,446 $5,988,059 $4,010,367
NOTE 3 - PARTICIPATION AND BENEFITS
Participant contributions - Participants may elect to have the Company
contribute from 1% to 18% of their eligible pre-tax compensation up to the
amount allowable under current income tax regulations. Participants who elect to
have the Company contribute a portion of their compensation to the Plan agree to
accept an equivalent reduction in taxable compensation. Contributions withheld
are invested in accordance with the participants' direction.
Participants are also allowed to make rollover contributions of amounts received
from other tax-qualified employer-sponsored retirement plans. Such contributions
are deposited in the appropriate investment funds in accordance with the
participant's direction and the Plan's provisions.
5
Employer contributions - The Company is allowed to make matching contributions
as defined in the Plan and as approved by the Board of Directors. Effective July
1, 2001, the Company matches 50% of the participant's contribution up to 5% of
compensation with a maximum of $2,500 per year. Prior to that, the Company
matched 100% of each eligible participant's contribution up to a maximum of $100
per month and $1,200 per year. Contributions for the years ended December 31,
2001 and 2000 were approximately $1,545,000 and $642,000, respectively.
Vesting - Participants are immediately vested in their contributions and Company
matching contributions.
Participant accounts - Each participant's account is credited with the
participant's contribution, Plan earnings or losses and an allocation of the
Company's contribution, if any. Allocation of the Company's contribution is
based on the participant contributions, as defined in the Plan.
Payment of benefits - Upon termination, the participant or beneficiary will
receive the benefits in a lump sum amount equal to the value of the
participant's interest in his or her account. The Plan allows for automatic lump
sum distribution of participant account balances that do not exceed $5,000.
Loans to participants - The Plan allows participants to borrow not less than
$1,000 and up to the lesser of $50,000 or 50% of their account balance. The
loans are secured by the participant's balance. Such loans bear interest at the
available market financing rates and must be repaid to the Plan within a five
year period, unless the loan is used for the purchase of a principal residence
in which case the maximum repayment period is ten years. The specific terms and
conditions of such loans are established by the Committee. Outstanding loans at
December 31, 2001 carry interest rates which range from 6.50% to 11.50%.
Note 4 - PLAN MERGER/TRANSFER
In conjunction with the acquisition of Spectra Precision, Inc, Spectra Precision
Software, and Tripod Data Systems, Inc. by the Company, assets totaling
approximately $32,000,000 were transferred from the Spectra Precision, Inc.
Savings Plus Plan, Spectra Precision Software 401(k) Plan, and Tripod Data
Systems, Inc. 401(k) Plan into the Plan during 2001.
6
NOTE 5 - INVESTMENTS
The following table includes the fair values of investments and investment funds
that represent 5% or more of the Plan's net assets at December 31:
2001 2000
---- ----
Trimble Navigation Common Stock $ 3,968,301 $ 5,988,059
Janus Flex Income 1,338,627 226,431
Strong Common Stock 443,132 398,682
Weitz Partners Value 1,429,790 608,559
Janus Worldwide 1,195,326 1,392,076
Fidelity Fund 367,257 204,850
Fidelity Magellan Fund 11,063,243 3,663,575
Fidelity ContraFund 11,864,528 9,906,057
Fidelity Balanced Fund 6,504,889 1,587,228
Fidelity Low PR STK 1,208,046 99,955
Fidelity Equity Income II 2,189,248 2,048,937
Fidelity Aggressive Growth 6,016,249 9,071,775
Fidelity Diversified International 1,286,330 339,015
Fidelity Dividend Growth 7,305,446 3,776,752
Retirement Money Market Fund 15,393,763 9,689,759
Spartan US Equity Index 577,190 151,766
Participant loans 1,842,443 1,142,060
-------------- --------------
Assets held for investment purposes $ 73,993,808 $ 50,295,536
=============== ===============
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in value as
follows:
Years ended December 31,
2001 2000
---- ----
Common stock ($1,880,616) $ 1,215,609
Mutual funds (8,808,027) (8,330,740)
--------------- --------------
($10,688,643) ($7,115,131)
=============== ==============
7
NOTE 6 - PLAN TERMINATION AND/OR MODIFICATION
The Company intends to continue the Plan indefinitely for the benefit of its
employees; however, it reserves the right to terminate and/or modify the Plan at
any time by resolution of its Board of Directors and subject to the provisions
of ERISA.
NOTE 7 - SUBSEQUENT EVENT
On February 28, 2002, the Plan filed for a new determination letter as a result
of amendments to the Plan to comply with provisions from federal laws passed
since 1994 (GUST) and certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA).
8
SUPPLEMENTAL SCHEDULE
9
TRIMBLE NAVIGATION EIN: 94-2802192
SAVINGS AND RETIREMENT PLAN PLAN #001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
------------------------------------------------------------------------------------------------------------------
Identity of issue, borrower, Description of investment including maturity date, Current
lessor or similar party rate of interest, collateral, par or maturity value value
------ --------------------------------- ------------------------------------------------------------------------
* Janus Flex Income Mutual Fund $ 1,338,627
* Strong Common Stock Mutual Fund 443,132
* Weitz Partners Value Mutual Fund 1,429,790
* Janus Worldwide Mutual Fund 1,195,326
* Fidelity Fund Mutual Fund 367,257
* Fidelity Magellan Fund Mutual Fund 11,063,243
* Fidelity ContraFund Mutual Fund 11,864,528
* Fidelity Balanced Fund Mutual Fund 6,504,889
* Fidelity Low PR STK Mutual Fund 1,208,046
* Fidelity Equity Income II Mutual Fund 2,189,248
* Fidelity Aggressive Growth Mutual Fund 6,016,249
* Fidelity Diversified
International Mutual Fund 1,286,330
* Fidelity Dividend Growth Mutual Fund 7,305,446
* Retirement Money Market Fund Mutual Fund 15,393,763
* Spartan US Equity Index Mutual Fund 577,190
* Trimble Navigation Common Stock (244,806 shares) 3,968,301
* Participant loans Interest rates ranging from 6.50% to 11.50% 1,842,443
---------------
Total $ 73,993,808
===============
*Party-in-interest
10
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
Date: June 24, 2002 By: /s/ STEVEN W. BERGLUND
--------------------------------------
Steven W. Berglund
President and Chief Executive Officer
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