As filed with the Securities and Exchange Commission on June 23, 2004
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, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1933
For the transition period from to
Commission File
No. 000 - 18645
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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
749 North Mary Avenue
Sunnyvale, CALIFORNIA 94085
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
Financial Statements and Supplemental Schedule
Years ended December 31, 2003 and 2002
Table of Contents
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Page
Independent Accountants' Report............................................1
Audited 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
Schedule H, Line 4i - Schedule of Assets (Held at the End of Year) ....... 8
Consent of Mohler, Nixon & Williams
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, 2003 and 2002, 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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 2003 and 2002, 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 4, 2004
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2003 2002
Assets:
Investments, at fair value $ 84,729,978 $ 63,578,671
Participant loans 1,294,030 1,335,571
Assets held for investment purposes 86,024,008 64,914,242
Participants' contribution receivable 143,574 130,029
Employer's contribution receivable 26,967 25,251
Other receivables 35,680 -
Net assets available for benefits $ 86,230,229 $ 65,069,522
See accompanying notes.
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended
December 31,
2003 2002
Additions (reductions) to net assets attributed to:
Investment income (loss):
Dividends and interest $ 769,227 $ 891,441
Net realized and unrealized appreciation (depreciation)
in fair value of investments 18,189,640 (11,153,440)
18,958,867 (10,261,999)
Contributions:
Participants' 6,337,614 6,134,852
Employer's 1,802,951 1,709,632
8,140,565 7,844,484
Total additions (reductions) 27,099,432 (2,417,515)
Deductions from net assets attributed to:
Withdrawals and distributions 5,931,129 6,593,226
Administrative expenses 7,596 8,412
Total deductions 5,938,725 6,601,638
Net increase (decrease) in net assets 21,160,707 (9,019,153)
Net assets available for benefits:
Beginning of year 65,069,522 74,088,675
End of year $ 86,230,229 $ 65,069,522
See accompanying notes.
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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 Limited (the "Company") to provide benefits to eligible employees.
The Plan administrator believes that the Plan is currently designed to be
qualified under the applicable requirements of the Internal Revenue Code, as
amended and the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"), as amended.
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, as amended 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, 2003 and 2002 was as follows:
Date Number of shares Fair value Cost
---- ---------------- ---------- ----
2003 229,787 $8,557,286 $3,734,295
2002 270,580 $3,379,548 $4,173,686
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. For 2003 and
2002, the Company matched 50% of the participant's contribution up to 5% of
compensation with a maximum of $2,500 per year. Contributions for the years
ended December 31, 2003 and 2002 were approximately $1,803,000 and $1,710,000,
respectively.
Vesting - Participants are immediately vested in their entire account, including
employer-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, 2003 carry interest rates ranging from 5.0% to 10.5%.
NOTE 4 - 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:
2003 2002
---- ----
Trimble Navigation Limited Common Stock $ 8,557,286 $ 3,379,548
Fidelity Magellan Fund 10,103,098 8,220,988
Fidelity ContraFund 12,761,859 9,994,449
Fidelity Balanced Fund 7,636,393 5,440,816
Fidelity Aggressive Growth Fund 5,483,011 3,724,380
Fidelity Dividend Growth Fund 7,558,077 5,710,995
Retirement Money Market Fund 15,027,012 15,860,323
Other Funds individually less than 5%
of net assets 18,897,272 12,582,743
---------- ----------
Assets held at end of year $86,024,008 $64,914,242
=========== ===========
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 for the years ended December 31:
2003 2002
---- ----
Common stock $ 6,079,743 $ (919,084)
Mutual funds 12,109,897 (10,234,356)
---------- ------------
$ 18,189,640 $ (11,153,440)
============= ===============
NOTE 5 - 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.
SUPPLEMENTAL SCHEDULE
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
Schedule H, Line 4i - Schedule of Assets (Held at the End of Year)
Employer Identification Number 94-2802192
Plan Number: 001
December 31, 2003
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor or similar party collateral, par or maturity value Value
----------------------- --------------------------------- -----
Janus Flex Income Fund Mutual Fund $ 2,541,033
PIMCO Total Return Mutual Fund 46,004
Strong Common Stock Fund Mutual Fund 919,171
Weitz Partners Value Fund Mutual Fund 2,382,168
Janus Worldwide Fund Mutual Fund 1,212,700
Fidelity Fund * Mutual Fund 541,513
Fidelity Magellan Fund * Mutual Fund 10,103,098
Fidelity ContraFund * Mutual Fund 12,761,859
Fidelity Balanced Fund * Mutual Fund 7,636,393
Fidelity Low Price Stock Fund * Mutual Fund 3,869,241
Fidelity Equity Income II Fund * Mutual Fund 2,554,963
Fidelity Aggressive Growth Fund * Mutual Fund 5,483,011
Fidelity Diversified International Fund * Mutual Fund 2,110,880
Fidelity Dividend Growth Fund * Mutual Fund 7,558,077
Fidelity Retirement Money Market Fund * Mutual Fund 15,027,012
Fidelity Capital Appreciation * Mutual Fund 190,380
Spartan US Equity Index Fund * Mutual Fund 1,235,188
Trimble Navigation Limited * Common Stock (229,787 shares) 8,557,286
Participant loans * Interest rates ranging from 5.0% to 10.5% 1,294,030
Total $86,024,008
* 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 21, 2004
By: /s/ STEVEN W. BERGLUND
-----------------------------
Steven W. Berglund
Title: President and Chief Executive Officer
Trimble Navigation Limited
On behalf of the administrator of the
Trimble Navigation Savings and
Retirement Plan