FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(X) Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
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
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 26, 2000 By /s/Steven W. Berglund
----------------------------------------
Steven W. Berglund
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
Financial Statements and
Supplemental Schedule
Years ended December 31, 1999 and 1998
Table of Contents
Independent Accountants' Report........................................1-2
Financial Statements:
Statements of Net Assets Available for Benefits..........................3
Statements of Changes in Net Assets Available for Benefits...............4
Notes to Financial Statements............................................5
Supplemental Schedule as of and for the year ended
December 31, 1999....................................................11
Schedule of Assets Held for Investment Purposes
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To the Participants and Plan
Administrator of the Trimble Navigation
Savings and Retirement Plan
INDEPENDENT ACCOUNTANTS' REPORT
We have audited the financial statements and supplemental schedule of the
Trimble Navigation Savings and Retirement Plan (the Plan) as of December 31,
1999 and 1998, and for the years then ended, as listed in the accompanying table
of contents. These financial statements and supplemental schedule 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
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
1
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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 5, 2000
2
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
--------------------------------
1999 1998
---------------- --------------
Investments, at fair value $53,748,801 $43,463,059
--------------- -------------
Assets held for investment purposes 53,748,801 43,463,059
Participants' contributions and other receivable 355
--------------- --------------
Net assets available for benefits $53,748,801 $43,463,414
=============== ==============
See independent accountants' report and
accompanying notes to financial statements
3
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the years ended
December 31,
----------------------------
1999 1998
------------ ------------
Additions to net assets attributed to:
Investment income:
Dividends and interest $154,036 $171,354
Net realized and unrealized appreciation in fair
value of investments 12,827,140 1,074,520
------------ -------------
12,981,176 1,245,874
------------ -------------
Contributions:
Participants' 4,415,225 5,348,840
Employer's 843,806 1,020,050
------------ -------------
5,259,031 6,368,890
------------ -------------
Total additions 18,240,207 7,614,764
------------ -------------
Deductions from net assets attributed to:
Withdrawals and distributions 7,938,778 2,338,401
Expenses and adjustments 16,042 13,778
------------ ------------
Total deductions 7,954,820 2,352,179
------------ ------------
Net increase 10,285,387 5,262,585
Net assets available for benefits:
Beginning of year 43,463,414 38,200,829
------------- -------------
End of year $53,748,801 $43,463,414
============= =============
See independent accountants' report and
accompanying notes to financial statements.
4
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TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 1 - The Plan and its significant accounting policies:
The following description of the Trimble Navigation (the Company) 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 the
Company to provide benefits to eligible employees. The Plan covers all employees
of the Company who are not covered by a collective bargaining agreement,
non-resident aliens who do not receive United States income, or an employee of a
related entity.
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).
Administration -
Effective November 1, 1999, the Company contracted with Fidelity Management
Trust Company (Fidelity) to act as the custodian, trustee and third-party
administrator. Prior to November 1, 1999, the Company had contracted with
Connecticut General Life Insurance Company (CIGNA) to act as the custodian,
trustee and third-party administrator. The Company has appointed an
Administrative Committee (the Committee) to manage the operation and
administration of the Plan. Substantially all expenses incurred for
administering the Plan are paid by the Company.
Basis of accounting -
The financial statements of the Plan are prepared on the accrual method of
accounting. Participant contributions are recorded in the period during which
the Company withholds payroll deductions from participant's earnings. Benefits
are recorded when paid.
5
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Investments -
As of December 31, 1999, 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.
Prior to November 1, 1999, investments of the Plan were held by CIGNA and
invested in CIGNA general account contract and pooled separate accounts,
Fidelity funds, mutual funds and the Company's common stock based solely upon
instructions received from participants.
The Plan's investment 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.
Cash and cash equivalents -
All highly liquid investments purchased with an original maturity of three
months or less (generally money market funds) are considered to be cash
equivalents. These investments are usually held for a short period of time,
pending long-term investment.
Income taxes -
The Plan has been amended since receiving its latest favorable
determination letter dated November 28, 1995. However, the Company intends that
the Plan continue 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.
Reclassifications -
Certain reclassifications were made in the 1998 financial statements to
conform with the 1999 presentation.
Estimates -
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
6
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Risks and uncertainties -
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds and other investment
securities. 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.
New accounting pronouncement -
In September 1999, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
(SOP) 99-3, "Accounting for and Reporting of Certain Defined Contribution
Benefit Plan Investments and Other Disclosure Matters." This SOP eliminates the
previous requirement for a defined contribution plan to disclose
participant-directed investment programs by fund. The Plan has adopted SOP 99-3
in its financial statements for the years ended December 31, 1999 and 1998.
Note 2 - Related party transactions:
Certain Plan investments in mutual funds are managed by the Plan custodian
or trustee. These transactions qualify as party-in-interest. Any purchases and
sales of these funds are open market transactions at fair market value. Such
transactions are permitted under the provisions of the Plan and are exempt from
the prohibition of party-in-interest transactions under ERISA and applicable
exemptions promulgated thereunder.
Note 3 - Participation and benefits:
Participant contributions -
Participants may elect to have the Company contribute a percentage, 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 and are allocated to
funds in 1% increments.
7
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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. The Company matches 100% of each
eligible participant's contribution up to a maximum of $100 per month and a
maximum of $1,200 per year. Contributions for the years ended December 31, 1999
and 1998 were approximately $844,000 and $1,020,000, respectively.
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.
Payment of benefits -
Upon termination as requested, 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, 1999
carry interest rates, which range from 6.5% to 9.5%.
Vesting -
Participants are immediately vested in their salary deferral, rollover
contributions, related earnings, and employer's matching contributions.
8
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Note 4 - Party in interest transactions:
As allowed in 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, 1999 and 1998 was as follows:
Date Number of shares Fair value Cost
------ ---------------- -------------- --------------
1999 294,078 $6,422,297 $3,821,516
1998 383,356 $2,794,132 $5,562,499
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, 1999:
Trimble Stock Fund $ 6,422,297
Fidelity:
Janus Flex Income 97,855
Strong Common Stock 60,703
Weitz Partners Value 87,178
Janus Worldwide 262,628
Fidelity Fund 44,360
Fidelity Magellan Fund 4,312,437
Fidelity Contra Fund 11,950,369
Fidelity Balanced Fund 1,618,369
Fidelity Low PR STK 2,157
Fidelity Equity Income II 2,456,320
Fidelity Aggressive Growth 10,708,987
Fidelity Diversified International 208,590
Fidelity Dividend Growth 3,548,654
Retirement Money Market Fund 10,477,595
Spartan US Equity Index 84,617
Participant Loans 1,405,685
-----------------
Assets held
for investment purposes $ 53,748,801
=================
9
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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, 1998:
Trimble Stock Fund $ 2,794,132
CIGNA:
Fixed Fund 10,700,260
Lifetime 20 Fund 280,963
Lifetime 30 Fund 325,915
Lifetime 40 Fund 547,685
Lifetime 50 Fund 161,061
Lifetime 60 Fund 31,568
Fidelity Equity Income II Fund 2,556,014
Fidelity Contrafund Fund 10,767,543
Fidelity Magellan Fund 2,785,978
AIM Aggressive Fund 7,123,236
Warburg Pincus Emerging Growth Fund 806,161
Twentieth Century Ultra Fund 3,119,734
Participant Loans 1,462,809
-----------
Assets held
for investment purposes $43,463,059
===========
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,
1999 1998
---- ----
Common Stock $ 5,111,659 ($4,219,917)
Mutual Funds 7,715,481 5,294,437
----------- ------------
$12,827,140 $1,074,520
=========== ============
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.
10
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12
TRIMBLE NAVIGATION
SAVINGS AND RETIREMENT PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999
11
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TRIMBLE NAVIGATION EIN #: 94-2802192
SAVINGS AND RETIREMENT PLAN PLAN #: 001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
December 31, 1999
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of investment including maturity date, Current
lessor or similar party rate of interest, collateral, par or maturity value. value
------------------------------------- ---------------------------------------------------------- -----------------
<S> <C> <C>
Fidelity Management Trust Company Janus Flex Income $ 97,855
Fidelity Management Trust Company Strong Common Stock 60,703
Fidelity Management Trust Company Weitz Partners Value 87,178
Fidelity Management Trust Company Janus Worldwide 262,628
Fidelity Management Trust Company* Fidelity Fund 44,360
Fidelity Management Trust Company* Fidelity Magellan Fund 4,312,437
Fidelity Management Trust Company* Fidelity Contra Fund 11,950,369
Fidelity Management Trust Company* Fidelity Balanced Fund 1,618,369
Fidelity Management Trust Company* Fideltiy Low PR STK 2,157
Fidelity Management Trust Company* Fidleity Equity Income II 2,456,320
Fidelity Management Trust Company* Fidelity Aggressive Growth 10,708,987
Fidelity Management Trust Company* Fidelity Diversified International 208,590
Fidelity Management Trust Company* Fidelity Dividend Growth 3,548,654
Fidelity Management Trust Company* Retirement Money Market Fund 10,477,595
Fidelity Management Trust Company* Spartan US Equity Index 84,617
Trimble Navigation* Trimble Stock Fund Company Stock 6,422,297
Paticipant loans with interest rates
which range from 6.5 percent to 9.5 percent 1,405,685
-----------------
Total assets held for investment
purposes $53,748,801
=================
</TABLE>
*Parties-in-interest
12
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Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements
on Form S-8 (No. 33-39647, No. 33-45167 and No. 33-46719) of Trimble Navigation
Limited of our report dated May 5, 2000, with respect to the financial
statements and schedule of the Trimble Navigation Savings and Retirement Plan
included in this Annual Report Form 11-K.
/s/ MOHLER, NIXON & WILLIAMS
-----------------------------
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
June 23, 2000
13
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