1 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 For the fiscal year ended December 31, 1995: A. Full title of Plan: 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 ITEM 1. CHANGES IN THE PLAN During 1995, there were no amendments to the Plan. ITEM 2. CHANGES IN INVESTMENT POLICY During the 1995 fiscal year, there were no changes in the Company investment options with respect to the funds held under the Plan. ITEM 3. CONTRIBUTIONS UNDER THE PLAN Trimble Navigation Limited makes discretionary matching cash contributions to the Plan. The Company's contributions are based on employee contributions up to a maximum and are allocated ratably among participants based upon the participant's contributions to the Plan. For purposes of allocation of benefits, participant contributions in excess of $1,200 are excluded. Company contributions made during the 1995 and 1994 fiscal year were approximately $820,000 and $664,000, respectively. Page 1 of 19 2 ITEM 4. PARTICIPATING EMPLOYEES The Plan had approximately 800 participating employees at December 31, 1995. ITEM 5. ADMINISTRATION OF THE PLAN The Plan is administrated by the Company. The trustee of the Plan during 1995 was American Stock Transfer & Trust Company. The Company has contracted with a third-party administrator to process and maintain records of participant data. Name of Address trustee 40 Wall Street, 46th Floor American Stock Transfer New York, NY 10005 & Trust Company ITEM 6. CUSTODIAN OF INVESTMENTS Plan assets are held by the following respective investment managers: UNUM Corporation, 2211 Congress Street, Portland, Maine 04122 Schaeffer Value Fund, Inc., 645 Fifth Avenue, New York, NY 10022 Linder Dividend Fund, 7711 Carondelet Ave., Ste. 700, P.O. Box 11208, St. Louis, MO 63105 Fidelity Distributors Corp., 82 Devonshire St., Boston, MA 02109 AIM Equity Funds, Inc., 11 Greenway Plaza, Ste. 1919, Houston, TX 77046-1173 Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217 Janus Fund, P.O. Box 173375, Denver, CO 80217 Twentieth Century Mutual Fund, P.O. Box 419200, MO 64141 Trimble Stock Fund, 645 N. Mary Avenue, Sunnyvale, CA 94086 During the year ended December 31, 1995, the Plan did not pay any compensation to the custodians of investments, as all fees are paid by the Company. ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES Participants receive quarterly reports summarizing the transactions and market value changes. ITEM 8. INVESTMENT OF FUNDS No brokerage fees were paid to any party on behalf of the Plan. Page 2 of 19 3 ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS a) Financial statements - Audited financial statements of the Trimble Navigation Savings and Retirement Plan as of December 31, 1995 and 1994. b) Exhibit 1 - Consent of Mohler, Nixon & Williams Independent Accountants Page 3 of 19 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN May 31, 1996 By /s/ CHARLES R. TRIMBLE ---------------------------- Charles R. Trimble Page 4 of 19 5 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 Page 5 of 19 6 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN Financial Statements and Form 5500 Supplemental Schedule G Years ended December 31, 1995 and 1994 TABLE OF CONTENTS Independent Accountants' Report ......................................7 Consent of Independent Accountants....................................8 Financial Statements: Statements of Net Assets Available for Plan Benefits .................9 Statements of Changes in Net Assets Available for Plan Benefits......10 Notes to Financial Statements........................................12 Form 5500 Supplemental Schedule G as of and for the year ended December 31, 1995....................................................16 27a, Part I - Schedule of Assets Held for Investment Purposes 27d, Part V - Schedule of Reportable Transactions Page 6 of 19 7 To the Participants and Plan Administrator of the Trimble Navigation Savings and Retirement Plan INDEPENDENT ACCOUNTANTS' REPORT We were engaged to audit the financial statements and supplemental schedules of Trimble Navigation Savings and Retirement Plan (the Plan) as of December 31, 1995 and 1994, and for the years then ended and 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 generally accepted auditing standards. 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 plan benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in Schedule G - Financial Schedules (IRS Form 5500) 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 information 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 financial statements taken as a whole. /s/ MOHLER, NIXON & WILLIAMS ------------------------------ MOHLER, NIXON & WILLIAMS Accountancy Corporation Campbell, California May 31, 1996 Page 7 of 19 8 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the use of our name on our report, dated May 31, 1996, with respect to the financial statements and schedules of the Trimble Navigation Savings and Retirement Plan for the years ended December 31, 1995 and 1994, included in the Annual Report on Form 11-K which is filed electronically with the Securities and Exchange Commission. /s/ MOHLER, NIXON & WILLIAMS ------------------------------- MOHLER, NIXON & WILLIAMS Accountancy Corporation Campbell, California May 31, 1996 Page 8 of 19 9 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS See Independent accountants' report and accompanying notes to financial statements. Page 9 of 19
December 31, ------------------------------ 1995 1994 -------------- ----------- Cash $122,452 $64,979 Investments, at contract value 7,590,325 5,926,737 Investments, at fair value 15,418,944 9,718,120 ----------- ----------- Assets held for investment purposes $23,131,721 $15,709,836 =========== =========== 10 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended December 31,1995 and 1994 See Independent accountants' report and accompanying notes to financial statements. Page 10 of 19
Twentieth Century Trimble Aim GIC Janus Growth Stock Aggressive Cash Fund Fund Fund Fund Fund Subtotal --------- ---------- ---------- ---------- ---------- ---------- ----------- Net assets available for Plan benefits at December 31,1993 $ 27,035 $5,069,129 $2,457,661 $1,714,306 $1,262,984 $10,531,115 --------- ---------- ---------- ---------- ---------- ----------- Participants' contributions/rollovers 1,249,355 633,641 421,490 321,720 179,848 2,806,054 Employer contribution 323,403 124,005 79,153 72,517 34,446 633,524 Withdrawals/distributions (222,583) (191,268) (143,575) (59,498) (2,062) (618,986) Dividends and interest 374,081 374,081 Net appreciation (depreciation) in fair value of investments (27,849) (24,133) 1,188,304 89,807 1,226,129 Net loan activities (157,018) (64,356) (12,033) 17,267 7,363 (208,777) Transfers in/out 37,944 (709,630) (410,815) (1,142,485) (2,273) 1,091,496 (1,135,763) --------- ---------- ---------- ---------- ---------- --------- ----------- Increase (decrease) in net assets 37,944 857,608 63,358 (821,583) 1,538,037 1,400,898 3,076,262 --------- ---------- ---------- ---------- ---------- --------- ----------- Net assets available for Plan benefits at December 31,1994 64,979 5,926,737 2,521,019 892,723 2,801,021 1,400,898 13,607,377 --------- ---------- ---------- ---------- ---------- --------- ----------- Participants' contributions/rollovers 1,369,149 509,605 129 541,919 1,054,615 3,475,417 Employer contribution 322,666 90,272 88,162 176,974 678,074 Withdrawals/distributions (288,416) (54,656) (95,534) (182,892) (53,733) (675,231) Dividends and interest 424,347 424,347 Net appreciation in fair value of investments 768,921 159,825 309,028 826,138 2,063,912 Net loan activities (179,019) (88,826) (9,494) (22,049) (54,527) (353,915) Transfers in/out 57,473 14,861 (123,740) (145,196) (595,302) 537,678 (254,226) --------- ---------- ---------- ---------- ---------- --------- ----------- Increase (decrease) in net assets 57,473 1,663,588 1,101,576 (90,270) 138,866 2,487,145 5,358,378 --------- ---------- ---------- ---------- ---------- --------- ----------- Net assets available for Plan benefits at December 31,1995 $ 122,452 $7,590,325 $3,622,595 $802,453 $2,939,887 $3,888,043 $18,965,755 ========= ========== ========== ======== ========== ========== =========== 11 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended December 31,1995 and 1994 See Independent accountants' report and accompanying notes to financial statements. Page 11 of 19
Linder Fidelity Berger Schaeffer Dividend Bond 100 Value Participant Subtotal Fund Fund Fund Fund Loans Total ---------- -------- -------- ------ ------- ----------- ---------- Net assets available for Plan benefits at December 31,1993 $10,531,115 $ 564,536 $11,095,651 ---------- ---------- ---------- Participants' contributions/rollovers 2,806,054 $ 17,314 $ 42,237 $ 35,389 $ 78,806 2,979,800 Employer contribution 633,524 3,949 8,428 6,832 11,343 664,076 Withdrawals/distributions (618,986) (45,867) (664,853) Dividends and interest 374,081 46,590 420,671 Net appreciation (depreciation) in fair value of investments 1,226,129 (2,589) (3,138) (2,955) (2,956) 1,214,491 Net loan activities (208,777) 4,303 3,946 1,825 5,899 192,804 - Transfers in/out (1,135,763) 143,180 292,884 293,060 406,639 - ---------- -------- -------- -------- -------- -------- --------- Increase (decrease) in net assets 3,076,262 166,157 344,357 334,151 499,731 193,527 4,614,185 ---------- -------- -------- -------- -------- --------- ---------- Net assets available for Plan benefits at December 31,1994 13,607,377 166,157 344,357 334,151 499,731 758,063 15,709,836 ---------- -------- -------- ------- ------- -------- ---------- Participants' contributions/rollovers 3,475,417 96,489 262,938 188,211 276,700 4,299,755 Employer contribution 678,074 16,314 41,125 32,880 51,700 820,093 Withdrawals/distributions (675,231) (7,769) (8,733) (8,353) (8,391) (18,063) (726,540) Dividends and interest 424,347 77,974 502,321 Net appreciation in fair value of investments 2,063,912 47,308 93,926 96,885 224,225 2,526,256 Net loan activities (353,915) 10,379 11,851 5,553 3,663 322,469 - Transfers in/out (254,226) 25,208 53,647 51,119 124,252 - ---------- -------- -------- ------- ------- --------- ---------- Increase (decrease) in net assets 5,358,378 187,929 454,754 366,295 672,149 382,380 7,421,885 ---------- -------- -------- ------- ------- --------- ---------- Net assets available for Plan benefits at December 31,1995 $18,965,755 $354,086 $799,111 $700,446 $1,171,880 $1,140,443 $23,131,721 =========== ======== ======== ======== ========== ========== =========== 12 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995 and 1994 NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES: The following description of the Trimble Navigation Savings and Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan agreement 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 covers all full-time employees of the Company who are not covered by a collective bargaining agreement. The Plan administrator believes that the Plan is currently designed and being 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 - The Company contracted with American Stock Transfer & Trust Company to act as the trustee as of October 1994. The Company has appointed an Administrative Committee (the Committee) to control the operation and administration of the Plan. A third-party administrator, appointed by the Committee, processes and maintains the records of participant data. Effective January 1996, the Company contracted with Connecticut General Life Insurance Company (CIGNA) to act as third-party administrator and trustee. All expenses incurred for administering the funds are paid by the Company. INVESTMENTS - Investments of the Plan at December 31, 1995 were held by American Stock Transfer & Trust Company and invested in various mutual funds, guaranteed investment contracts, and the Company's common stock, based solely upon instructions received from participants. For the Plan's investment in guaranteed investment contracts, the contracts are credited with interest at the rate specified in the contract, which ranged from 6.5% to 8.97% for the years ended December 31, 1995 and 1994. Effective January 1996, investments of the Plan were held by CIGNA and invested in various mutual funds, by AIM Aggressive Fund, and by National Financial Services and invested in the Company's common stock. Plan assets are valued at fair value as of the last day of the Plan year, as measured by quoted market prices, or contract value based on the terms of the contract. Page 12 of 19 13 VESTING - Participants are immediately vested in their salary deferral, rollover contributions, related earnings, and employer's matching contributions. INCOME TAXES - The Plan has received a favorable determination letter dated November 28, 1995. The Plan Committee believes the Plan qualifies under the applicable requirements of the Internal Revenue Code and related state statutes, and is exempt from federal income and state franchise taxes. RISKS AND UNCERTAINTIES - 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 at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. STATEMENT OF POSITION 94-4 - The Company is required to adopt Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" (SOP 94-4), for the Plan year beginning January 1, 1996. Under the new reporting requirements, investment contracts without fully benefit-responsive features must be reported at fair value. The adoption of SOP 94-4 is not expected to have a material financial impact on the Plan. NOTE 2 - PARTICIPATION AND BENEFITS: EMPLOYEE CONTRIBUTIONS - Participants may elect to have the Company contribute a percentage, from 1% to 18%, of their 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. Participants are also allowed to make rollover contributions of amounts received from other 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. Page 13 of 19 14 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 participant's contribution up to a maximum of $1,200 per year. Contributions for the years ended December 31, 1995 and 1994 were approximately $820,000 and $664,000. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's contribution, Plan earnings and an allocation of the Company's contribution, if any. Allocations of the Company contribution are based on the participant contributions. PAYMENT OF BENEFITS - Upon termination, the participant or beneficiary will receive benefits in a lump-sum amount equal to the value of the participant's vested interest in his or her account. LOANS TO PARTICIPANTS - The Plan allows participants to borrow up to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the participant's vested 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 residence in which case the maximum repayment period is ten years. The specific terms and conditions of such loans are established by the Plan Committee. NOTE 3 - 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, 1995 and 1994 was as follows: During 1994, the Company allocated an additional 75,000 shares of Trimble Navigation Limited common stock for issuance under the Plan. Page 14 of 19
Date Number of shares Fair value Cost ---- ---------------- ---------- ---- 1995 157,846 $2,939,887 $2,793,892 1994 170,643 $2,801,021 $1,634,510 15 NOTE 4 - INVESTMENTS: The following table includes the fair or contract values of investments and investment funds that represent 5% or more of the Plan's net assets at December 31: NOTE 5 - 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. Page 15 of 19
1995 1994 ---- ---- Cash $ 122,452 $ 64,979 GIC Fund 7,590,325 5,926,737 Janus Fund 3,622,595 2,521,019 Twentieth Century Growth Fund 802,453 892,723 Trimble Stock Fund 2,939,887 2,801,021 Aim Aggressive Fund 3,888,043 1,400,898 Linder Dividend Fund 354,086 166,157 Fidelity Bond Fund 799,111 344,357 Berger 100 Fund 700,446 334,151 Schaeffer Value Fund 1,171,880 499,731 Participant Loans 1,140,443 758,063 ----------- ------------ Total $23,131,721 $15,709,836 =========== =========== 16 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN FORM 5500 SUPPLEMENTAL SCHEDULE G DECEMBER 31, 1995 Page 16 of 19 17 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN E.I.N.: 94-2802192 Plan #: 001 ITEM 27a, PART 1 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1995 Page 17 of 19
(a) (b) (c) (d) (e) Description of investment including maturity date, rate of Identity of issue, borrower, interest, collateral, par Current lessor, or similar party or maturity Cost Value - ------- ------------------------------- ------------------------------ ---------- ---------- UNUM Life Insurance Company Guaranteed Income Contract $1,082,197 $1,082,197 CIGNA Guaranteed Income Contract 5,706,608 5,706,608 Travelers Guaranteed Income Contract 923,972 923,972 Janus Fund Equity Fund 3,097,068 3,622,595 Twentieth Century Growth Fund Equity Fund 778,127 802,453 * Trimble Stock Fund Company Stock 2,798,893 2,939,887 Aim Aggressive Fund Equity Fund 3,196,009 3,888,043 Linder Fund Equity Fund 331,008 354,086 Fidelity Bond Fund Equity Fund 760,935 799,111 Berger 100 Fund Equity Fund 643,308 700,446 Schaeffer Value Fund Equity Fund 999,436 1,171,880 * Participant Loans (4.75% to 9.00%) Loan Fund 1,140,443 ------------- Total assets held for investment purposes $23,131,721 ============== * Parties-in-interest 18 TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN E.I.N.: 94-2802192 Plan #: 001 ITEM 27d, PART V - SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1995
(a) (b) (c) (d) Decription of asset (including interest rate and maturity Purchase Selling Identity of party involved in case of a loan) price price - ------------------------------- ---------------------- --------- --------- Janus Fund Mutual Fund $980,973 Aim Aggressive Fund Mutual Fund 1,973,729 Guaranteed Income Contract Fund Group Annuity Contract 1,944,139 Guaranteed Income Contract Fund Group Annuity Contract 2,090,652 Trimble Stock 838,118 Page 18 of 19
(a) (e) (f) (g) (h) (i) Expense Current value incurred of asset on Lease with Cost of transaction Net gain Identity of party involved rental transaction asset date or (loss) - ------------------------------- ------- ------------- --------- ------------- --------- Janus Fund $980,973 $980,973 Aim Aggressive Fund 1,973,729 1,973,729 Guaranteed Income Contract Fund Guaranteed Income Contract Fund 2,090,652 2,090,652 Trimble Stock 838,118 838,118 19 Exhibit 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Trimble Navigation Savings and Retirement Plan of our report dated May 31, 1996, with respect to the financial statements and schedules of the Trimble Navigation Savings and Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. /s/ MOHLER, NIXON & WILLIAMS ---------------------------- MOHLER, NIXON & WILLIAMS Accountancy Corporation Campbell, California May 31, 1996 Page 19 of 19