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UNITED STATES
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
Financial Statements
Tellabs, Inc. Profit Sharing and Savings Plan
Years ended December 31, 2001 and 2000
with Report of Independent Auditors
Employee Identification No. 36–3831568
Plan #001
Tellabs, Inc. Profit Sharing and Savings Plan
Financial Statements
Years ended December 31, 2001 and 2000
Contents
Report of Independent Auditors | 1 |
Financial Statements | |
Statements of Assets Available for Benefits | 2 |
Statements of Changes in Assets Available for Benefits | 3 |
Notes to Financial Statements | 4 |
Report of Independent Auditors
Board of Trustees
Tellabs, Inc. Advantage Program
We have audited the accompanying statements of assets available for benefits of the Tellabs, Inc. Profit Sharing and Savings Plan as of December 31, 2001 and 2000, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans 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. 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 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 assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
/s Ernst & Young LLP
Ernst & Young LLP
May 9, 2002
Chicago, Illinois
EIN 36–3831568
Plan #001
Tellabs, Inc. Profit Sharing and Savings Plan
Statements of Assets Available for Benefits
December 31 | ||
2001 |
2000 |
|
Interest in Tellabs, Inc. Advantage Program |
$239,287,814 |
$364,688,622 |
Participant contribution receivable |
– |
633,850 |
Employer contributions receivable |
1,388,337 |
797,740 |
Assets available for benefits |
$240,676,151 |
$366,120,212 |
See accompanying notes.
EIN 36–3831568
Plan #001
Tellabs, Inc. Profit Sharing and Savings Plan
Statements of Changes in Assets Available for Benefits
Year ended | December 31 | |||||||||||||||||||||||||||
2001 |
2000 |
|||||||||||||||||||||||||||
Additions |
||||||||||||||||||||||||||||
Contributions: |
||||||||||||||||||||||||||||
Employer |
$ 10,967,720 |
$ 8,775,393 |
||||||||||||||||||||||||||
Participants |
27,833,160 |
25,931,335 |
||||||||||||||||||||||||||
38,800,880 |
34,706,728 |
|||||||||||||||||||||||||||
Transfer from other plan |
622,251 |
– |
||||||||||||||||||||||||||
Total additions |
39,423,131 |
34,706,728 |
||||||||||||||||||||||||||
Deductions |
||||||||||||||||||||||||||||
Net investment loss from the Tellabs, Inc. Advantage Program |
(142,194,735) |
(25,074,423) |
||||||||||||||||||||||||||
Distributions to participants |
(22,672,457) |
(14,919,408) |
||||||||||||||||||||||||||
|
|
Total deductions
|
(164,867,192)
|
(39,993,831)
| |
|
Net decrease
|
(125,444,061)
|
(5,287,103)
|
Assets available for benefits: |
|
|
Beginning of year
|
366,120,212
|
371,407,315 |
|
End of year
|
$240,676,151
|
$366,120,212 |
|
See accompanying notes.
Tellabs, Inc. Profit Sharing and Savings Plan
Notes to Financial Statements
Years ended December 31, 2001 and 2000
1. Description of Plan
The following description of the Tellabs, Inc. Profit Sharing and Savings Plan (the Plan) provides only general information. Participants should refer to the Tellabs Inc. Advantage Program Plan document for a more complete description of the Plans provisions.
General
The Plan is a defined–contribution plan covering all full–time employees of Tellabs, Inc. (the Company or Employer) and adopting subsidiaries who are age 18 or older. Additionally, in order to receive Company matching and profit sharing contributions, employees must be employed by the Company for at least nine months and have completed 1,000 hours of service in a 12–month period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan Administrator maintains all necessary records and determines participant eligibility. Plan assets are held in a trust and are managed by a Trustee appointed by the Company.
The Plan participates in the Tellabs, Inc. Advantage Program (the Master Trust) along with the Tellabs, Inc. Retirement Plan.
On February 8, 2001, assets from the Salix Technologies, Inc. 401(k) Plan were transferred to the Plan.
Contributions
Each year, participants may elect to contribute, on a before–tax basis, between 1% and 15% of their eligible annual compensation. For 2001 and 2000, the Company contributed to the Plan an amount equal to each eligible participants before–tax contribution, limited to 3% of the participants eligible compensation for the year (the Match Contribution). In addition, the Company contributes, quarterly, 0.5% of each eligible participants eligible compensation (the Profit Sharing Contribution). Participants must be employed on the last day of the quarter to be eligible for the profit sharing contribution. The full amount of the Companys profit sharing contribution, $1,754,871 and $1,706,462 in 2001 and 2000, respectively, is automatically invested in the Tellabs, Inc. Stock Fund. Participants may not transfer their profit sharing contribution balances from the Tellabs, Inc. Stock Fund until attaining age 55. The Companys Board of Directors may author ize additional discretionary contributions to the Plan; no such amounts were authorized in 2001 or 2000.
The Company makes a Vacation Rollover contribution equal to the value of participants forfeited vacation time (up to one week), based on 75% of total pay, as defined. This amount is subject to the same investment and vesting rules as the profit sharing contribution. The contribution is made in the calendar year following the year in which the forfeiture would have occurred. The Company contributed approximately $597,000 and $485,000 related to Vacation Rollovers for the Plan years 2001 and 2000, respectively.
Participants Accounts
The Plan administrator maintains an account in the name of each participant, which reflects the participants share of the Employer contributions, participant contributions, and the participants share of earnings or losses of the respective investment funds. Forfeited balances of terminated participants nonvested Profit Sharing Contributions, plus actual earnings thereon are used to reduce future Company contributions. The balance of forfeited nonvested Profit Sharing Contributions plus actual earnings thereon was not material as of December 31, 2001 and 2000.
Vesting
Participants are immediately vested in their contributions and the Companys Match Contribution, plus actual earnings thereon. Vesting in the Companys Profit Sharing Contribution and Vacation Rollover portions of their accounts, plus actual earnings thereon, is based on years of service. A participant is 100% vested upon completion of five years of service.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 (or less if the participant demonstrates financial hardship) up to a maximum of $50,000. Interest rates are commensurate with local prevailing rates, as determined by the Administrative Committee. Loan terms range from 1–5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the participants loan account.
Payment of Benefits
Upon termination of service, retirement, disability, or death, a participant or beneficiary may elect to receive a lump–sum amount equal to the vested value of the participants account or monthly, quarterly, semiannual, or annual installments over a period not to exceed the life expectancy of the participant or the joint life expectancies of the participant and an individual beneficiary. If the participants vested account balance does not exceed $5,000, the participants vested account balance will be distributed in a lump–sum payment. Distributions from a Coherent Plan account must be made in the form of a Qualified Joint and Survivor Annuity unless the participant has elected to not receive a Qualified Joint and Survivor Annuity.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a termination of the Plan, participants will become 100% vested in their accounts and the assets of the Plan will be liquidated and promptly distributed to each participant or beneficiary.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared under the accrual method of accounting and in conformity with accounting principles generally accepted in the United States.
Investment Valuation
The Plans beneficial interest in the Master Trust represents the Plans share of the Master Trusts investments stated at fair value. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Master Trust at year–end. Investments in common stock are valued at the closing exchange prices reported by the New York Stock Exchange. The market value for short–term investments is cost, which approximates fair value. The participant loans are valued at their outstanding balances, which approximate fair value. The Plans percentage interest in the net assets of the Master Trust as of December 31, 2001 and 2000, was approximately 80% and 87%, respectively. Investment income is allocated to participating plans on a basis which reflects their weighted participation in the investment funds of the Master Trust.
Administrative Costs
All administrative costs are paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
3. Investment in Master Trust
Participants have the option of investing all or a portion of their accounts (other than the Profit Sharing Contribution which is automatically allocated to the Tellabs, Inc. Stock Fund) in any of the investment fund options offered by the Plan. On a daily basis, participants have the option of changing the allocation of future contributions or transferring all or a portion of their existing account balances among the investment funds.
The following table presents assets held by the Master Trust:
December 31 | ||
2001 |
2000 |
|
Investments at fair value as determined |
||
Registered investment companies: |
||
American Funds Group–Bond Fund of |
$ 12,276,546 |
$ 7,998,316 |
American Funds Group–American |
34,525,445 |
23,910,578 |
Barclays Equity Index Fund |
15,518,231 |
15,490,871 |
Fidelity Contra Fund |
30,035,394 |
30,676,153 |
American Funds Group–EuroPacific |
25,247,568 |
28,275,128 |
20th Century Ultra Investors Fund |
31,679,685 |
35,760,476 |
SSGA Small Cap Fund |
5,743,654 |
4,602,328 |
Washington Mutual Investors Fund |
28,909,423 |
26,479,506 |
Equities: |
||
Tellabs, Inc. common stock |
54,317,794 |
189,143,750 |
238,253,740 |
362,337,106 |
|
Investments at estimated fair value |
||
Money market funds: |
||
SSGA Money Market Fund |
28,616,680 |
20,784,660 |
LaSalle Income Plus Fund |
19,081,367 |
17,000,159 |
Northern Trust Short–Term Investment |
659,585 |
1,777,082 |
Participant loans |
9,327,016 |
10,868,749 |
57,684,648 |
50,430,650 |
|
401(h) account – Short Term Investment Fund |
3,893,240 |
1,587,508 |
Total investments |
299,831,628 |
414,355,264 |
Accrued income |
154,198 |
3,645,392 |
Assets |
$299,985,826 |
$418,000,656 |
The investment income (loss) of the master trust for the years ended December 31 is summarized as follows:
2001 |
2000 |
|
Interest and dividend income |
$ 801,109 |
$ 11,244,897 |
Interest income – 401(h) account |
87,731 |
30,040 |
Net realized and unrealized depreciation |
||
Registered investment companies |
(9,791,405) |
(20,302,458) |
Tellabs, Inc. common stock |
(135,975,199) |
(19,699,270) |
Total net depreciation |
(145,766,604) |
(40,001,728) |
$(144,877,764) |
$(28,726,791) |
|
4. Nonparticipant–Directed Investments
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant–directed investments is as follows:
December 31 | ||
2001 |
2000 |
|
Investments, at fair value: |
||
Tellabs, Inc. common stock |
$5,084,325 |
$16,119,009 |
Changes in net assets: |
||
Interest and dividend income |
$ 5,343 |
$ 12,521 |
Net realized and unrealized depreciation |
(12,127,450) |
(2,147,953) |
Employer contributions |
1,754,871 |
1,706,462 |
Distributions |
(591,944) |
(616,474) |
Interfund transfers |
(75,504) |
(45,549) |
$ (11,034,684) |
$ (1,090,993) |
|
5. Reconciliation to Form 5500
The following is a reconciliation of assets available for benefits per the financial statement to the Form 5500:
2001 |
2000 |
||||||||
Assets available for benefits per the financial statements |
$ 240,676,151 |
$ 366,120,212 |
|||||||
Amounts allocated to withdrawn participants |
(761) |
(1,461) |
|||||||
|
Assets available for benefits per the Form 5500 |
|
$ 240,675,390
|
$ 366,118,751 |
|
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 13, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Service Code (the Code) and, therefore, the related Master Trust is exempt from taxation. The Plan has been amended and restated since receiving the determination letter. However, the Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code.
7. Subsequent Event
Effective January 1, 2002, participants may contribute up to 20% of eligible annual compensation to the Plan.
Effective February 1, 2002, upon termination of service, retirement, disability or death, participants may receive only a lump sum amount equal to the vested value of their accounts.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
/s Joan E. Ryan
Joan E. Ryan
Executive Vice President and Chief Financial Officer
June 28, 2002
Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S–8 No. 33–48972) pertaining to the Tellabs Inc. Profit Sharing and Savings Plan, of our report dated May 9, 2002, with respect to the financial statements of Tellabs Inc. Profit Sharing and Savings Plan included in this Annual Report (Form 11–K) for the year ended December 31, 2001. /s Ernst & Young LLP
(Date)
Ernst & Young LLP
Chicago, Illinois
June 28, 2002