11-K 1 form11k.txt As filed with the Securities and Exchange Commission on June 24, 2005 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, 2004 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 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, 2004 and 2003 Table of Contents Page Report of Independent Registered Public Accounting Firm......................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) ......... 9 Exhibit 23 - Consent of Independent Registered Public Accounting Firm ..... 10 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2004 and 2003, 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 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, 2004 and 2003, 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 24, 2005 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2004 2003 Assets: Investments, at fair value $98,281,869 $ 84,729,978 Participant loans 1,156,714 1,294,030 --------- --------- Assets held for investment purposes 99,438,583 86,024,008 Participants' contribution receivable - 143,574 Employer's contribution receivable - 26,967 Other receivables - 35,680 ----------- ------------- Net assets available for benefits $99,438,583 $ 86,230,229 =========== ============= See accompanying notes. TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2004 2003 Additions to net assets attributed to: Investment income: Dividends and interest $ 1,750,999 $ 769,227 Net realized and unrealized appreciation in fair value of investments 8,612,719 18,189,640 --------- ---------- 10,363,718 18,958,867 Contributions: Participants' 7,602,046 6,337,614 Employer's 1,905,189 1,802,951 --------- --------- 9,507,235 8,140,565 --------- --------- Total additions 19,870,953 27,099,432 ---------- ---------- Deductions from net assets attributed to: Withdrawals and distributions 6,655,668 5,931,129 Administrative expenses 6,931 7,596 ----- ----- Total deductions 6,662,599 5,938,725 --------- --------- Net increase in net assets 13,208,354 21,160,707 Net assets available for benefits: Beginning of year 86,230,229 65,069,522 ---------- ---------- End of year $ 99,438,583 $ 86,230,229 ============ ============
See accompanying notes. TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 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 and trustee, and with an affiliate of Fidelity to act as the 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 an affiliate of 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, 2004 and 2003 was as follows: Date Number of shares Fair value Cost 2004 317,651 $ 10,495,197 $ 3,845,861 2003 229,787 $ 8,557,286 $ 3,734,295 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 2004 and 2003, 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, 2004 and 2003 were approximately $1,905,000 and $1,803,000 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 and eligible compensation, 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, 2004 carry interest rates ranging from 5% to 9.5%. 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: 2004 2003 ---- ---- Trimble Navigation Limited Common Stock $ 10,495,197 $ 8,557,286 Fidelity Magellan Fund 10,482,000 10,103,098 Fidelity ContraFund 14,549,014 12,761,859 Fidelity Balanced Fund 9,450,090 7,636,393 Fidelity Aggressive Growth Fund 4,990,488 5,483,011 Fidelity Dividend Growth Fund 7,908,277 7,558,077 Retirement Money Market Fund 14,172,630 15,027,012 Fidelity Low Price Stock Fund 6,042,697 3,869,241 Other funds individually less than 5% of net assets 21,348,190 15,028,031 ---------- ---------- Assets held at end of year $ 99,438,583 $ 86,024,008 ============ ============ The Plan's investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated in value as follows for the years ended December 31: 2004 2003 ---- ---- Common stock $ 2,639,344 $ 6,079,743 Mutual funds 5,973,375 12,109,897 --------- ---------- $ 8,612,719 $ 18,189,640 ============= ============== 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, 2004
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 $ 2,395,182 PIMCO Total Return Mutual Fund 496,547 Strong Common Stock Fund Mutual Fund 1,199,495 Weitz Partners Value Fund Mutual Fund 3,294,519 Janus Worldwide Fund Mutual Fund 1,178,337 * Fidelity Fund Mutual Fund 713,142 * Fidelity Magellan Fund Mutual Fund 10,482,000 * Fidelity ContraFund Mutual Fund 14,549,014 * Fidelity Balanced Fund Mutual Fund 9,450,090 * Fidelity Equity Income II Fund Mutual Fund 3,013,168 * Fidelity Aggressive Growth Fund Mutual Fund 4,990,488 * Fidelity Diversified International Fund Mutual Fund 4,020,387 * Fidelity Dividend Growth Fund Mutual Fund 7,908,277 * Fidelity Retirement Money Market Fund Mutual Fund 14,172,630 * Fidelity Low Price Stock Fund Mutual Fund 6,042,697 * Fidelity Capital Appreciation Mutual Fund 2,327,596 * Spartan US Equity Index Fund Mutual Fund 1,553,103 * Trimble Navigation Limited Common Stock (317,651 shares) 10,495,197 * Participant loans Interest rates ranging from 5% to 9.5% 1,156,714 --------- Total $99,438,583 ===========
* 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 24, 2005 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