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, 2002
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 Exhibits
Independent Accountants' Report
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes
Signature
Exhibit 23 - Consent of Mohler, Nixon & Williams, Independent Accountants
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, 2002 and 2001, 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, 2002 and 2001, 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, as listed in
the accompanying table of contents, 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.
/s/ Mohler, Nixon & Williams
----------------------------
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 20, 2003
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2002 2001
Assets:
Investments, at fair value $ 63,578,671 $ 72,151,365
Participant loans 1,335,571 1,842,443
Assets held for investment purposes 64,914,242 73,993,808
Participant's contribution receivable 130,029
Employer's contribution receivable 25,251 88,178
Other receivables 6,689
Net assets available for benefits $ 65,069,522 $ 74,088,675
============= =============
See notes to financial statements.
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended
December 31,
2002 2001
Additions (reductions) to net assets attributed to:
Investment income (loss):
Dividends and interest $ 891,441 $ 1,513,224
Net realized and unrealized depreciation
in fair value of investments (11,153,440) (10,688,643)
------------ -----------
(10,261,999) (9,175,419)
------------ -----------
Contributions:
Participants' 6,134,852 5,773,432
Employer's 1,709,632 1,545,945
--------- ---------
7,844,484 7,319,377
--------- ---------
Total reductions (2,417,515) (1,856,042)
----------- ----------
Deductions from net assets attributed to:
Withdrawals and distributions 6,593,226 6,194,819
Administrative expenses 8,412 11,865
----- ------
Total deductions 6,601,638 6,206,684
--------- ---------
Net decrease in net assets prior to transfer (9,019,153) (8,062,726)
Transfer of assets:
To the Plan 31,855,865
----------
Net increase (decrease) in net assets (9,019,153) 23,793,139
Net assets available for benefits:
Beginning of year 74,088,675 50,295,536
---------- ----------
End of year $ 65,069,522 $ 74,088,675
============ ============
See notes to financial statements.
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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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 2001, 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.
Income taxes - The Plan has been amended since receiving its latest favorable
determination letter dated September 10, 2002. The Company believes that the
Plan is operated in accordance with, and qualifies under, the applicable
requirements of the Internal Revenue Code and related state statues, and that
the trust, which forms 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 investment securities offered by the Plan. In addition,
Company common stock is included in the Plan. Investment securities are exposed
to various risks, such as interest rate, market fluctuations and credit risks.
Due to the risk associated with certain investment securities, it is at least
reasonably possible that changes in market values, interest rates or other
factors 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 are managed by Fidelity, the trustee of the Plan. Any
purchases and sales of these funds are performed in the open market at fair
value. 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, 2002 and 2001 was as follows:
Date Number of shares Fair value Cost
2002 270,580 $3,379,548 $4,173,686
2001 244,806 $3,968,301 $3,916,728
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.
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 matched 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,
2002 and 2001 were approximately $1,710,000 and $1,545,000, 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 participant contributions, as defined in the Plan.
Payment of benefits - Upon termination, each participant or beneficiary will
receive the benefits in a lump sum amount equal to the value of the
participant's interest in their 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 each participant 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, 2002 carry interest rates ranging from 6.5% to 11.5%.
Note 4 - Plan 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.
NOTE 5 - INVESTMENTS
The following table presents the fair values of investments and investment funds
that include 5% or more of the Plan's net assets at December 31:
2002 2001
Trimble Navigation Common Stock $ 3,379,548 $ 3,968,301
Fidelity Magellan Fund 8,220,988 11,063,243
Fidelity ContraFund 9,994,449 11,864,528
Fidelity Balanced Fund 5,440,816 6,504,889
Fidelity Aggressive Growth Fund 3,724,380 6,016,249
Fidelity Dividend Growth Fund 5,710,995 7,305,446
Retirement Money Market Fund 15,860,323 15,393,763
Other Funds individually less than 5%
of net assets 12,582,743 11,877,389
Assets held for investment
purposes $ 64,914,242 $ 73,993,808
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) depreciated in value as follows for the
years ended December 31:
2002 2001
Common stock ($ 919,084) ($ 1,880,616)
Mutual funds (10,234,356) (8,808,027)
($11,153,440) ($10,688,643)
NOTE 6 - PLAN TERMINATION OR MODIFICATION
The Company intends to continue the Plan indefinitely for the benefit of its
employees; however, it reserves the right to terminate or modify the Plan at any
time by resolution of its Board of Directors and subject to the provisions of
ERISA.
TRIMBLE NAVIGATION EIN: 94-2802192
SAVINGS AND RETIREMENT PLAN PLAN #001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
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Description of investment
Identity of issue, borrower, including maturity date,
lessor or similar party rate of interest,
collateral, par or
maturity value Current value
Janus Flex Income Fund Mutual Fund $ 2,599,147
Strong Common Stock Fund Mutual Fund 482,095
Weitz Partners Value Fund Mutual Fund 1,364,829
Janus Worldwide Fund Mutual Fund 959,960
* Fidelity Fund Mutual Fund 356,735
* Fidelity Magellan Fund Mutual Fund 8,220,988
* Fidelity ContraFund Mutual Fund 9,994,449
* Fidelity Balanced Fund Mutual Fund 5,440,816
* Fidelity Low Price Stock Fund Mutual Fund 1,885,521
* Fidelity Equity Income II Fund Mutual Fund 1,890,381
* Fidelity Aggressive Growth Fund Mutual Fund 3,724,380
Fidelity Diversified
* International Fund Mutual Fund 1,133,672
* Fidelity Dividend Growth Fund Mutual Fund 5,710,995
* Retirement Money Market Fund Mutual Fund 15,860,323
* Spartan US Equity Index Fund Mutual Fund 574,832
Common Stock
* Trimble Navigation (270,580 shares) 3,379,548
Interest rates
ranging from 6.5% to
* Participant loans 11.5% 1,335,571
---------
Total $64,914,242
===========
* Party-in-interest
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 30, 2003
By: /s/ STEVEN W. BERGLUND
-----------------------------
Steven W. Berglund
Title: President and Chief Executive Officer
Trimble Navigation
On behalf of the administrator of the
Trimble Navigation Savings and
Retirement Plan