Trimble Navigation Limited 11-K 12-31-2006
As filed with the Securities and Exchange Commission on June 20, 2007
 
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, 2006 
 
or 
 
¨  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933
 
For the transition period from                    to                    
 
 
Commission File
No. 0 - 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
 
935 Stewart Drive
Sunnyvale, CALIFORNIA 94085
 
 
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
Financial Statements and Supplemental Schedules
Years ended December 31, 2006 and 2005


Table of Contents
   
   
 
Page
   
1
   
Audited Financial Statements:
  
   
2
3
4
   
Supplemental Schedules as of and for the year ended December 31, 2006
  
   
8
   
9
   
11
 
 
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, 2006 and 2005, 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 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. 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, 2006 and 2005, 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 information in the supplemental schedules, 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 schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 
MOHLER, NIXON & WILLIAMS
Accountancy Corporation

Campbell, California
June 20, 2007


TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
 
   
December 31,
  
   
2006
  
2005
  
           
Assets:
          
Investments, at fair value
  
$
132,726,407
  
$
110,598,856
  
Participant loans
    
1,329,837
    
1,283,821
  
               
Assets held for investment purposes
    
134,056,244
    
111,882,677
  
               
Participants’ contribution receivable
    
21,731
    
23,623
  
Employer's contribution receivable
    
5,185
   
10,962
  
Other receivables
    
61,017
    
--
  
                      
               
Net assets available for benefits
  
$
134,144,177
  
$
111,917,262
  


See accompanying notes.
 
 
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
 
   
Years ended
  
   
December 31,
  
   
2006
  
2005
  
           
Additions to net assets attributed to:
          
Investment income:
          
Dividends and interest
  
$
9,480,579
  
$
3,678,241
  
Net realized and unrealized appreciation in fair value of investments
    
7,777,794
    
4,732,284
  
 
              
 
    
17,258,373
    
8,410,525
  
 
              
Contributions:
              
Participants'
    
11,114,822
    
10,015,323
  
Employer's
    
2,469,807
    
2,123,243
  
               
 
    
13,584,629
    
12,138,566
  
 
              
Total additions
   
30,843,002
    
20,549,091
  
 
              
Deductions from net assets attributed to:
              
Withdrawals and distributions
    
8,608,897
    
8,063,597
  
Administrative expenses
    
7,190
    
6,815
  
 
              
Total deductions
    
8,616,087
    
8,070,412
  
 
              
Net increase in net assets
    
22,226,915
    
12,478,679
  
 
              
Net assets available for benefits:
              
Beginning of year
    
111,917,262
    
99,438,583
  
 
              
End of year
  
$
134,144,177
  
$
111,917,262
  
 

See accompanying notes.
 

TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005

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 are 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, 2006 and 2005 was as follows:

Date
  
Number of shares
  
Fair value
  
Cost
             
2006
  
 281,306
  
$14,271,732
  
$4,601,430
2005
  
 316,647
  
$11,237,796
  
$4,614,313

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 2006 and 2005, the Company matched 50% of the participant’s contribution up to 5% of eligible compensation with a maximum of $2,500 per year. Contributions for the years ended December 31, 2006 and 2005 were approximately $2,470,000 and $2,123,000 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 may elect to leave their account balance in the plan, or receive their total 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 $1,000 effective March 28, 2005 and $5,000 prior to that time.

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, 2006 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:

   
2006
  
2005
  
           
Trimble Navigation Limited Common Stock
 
$
14,271,732
  
$
11,237,796
  
Fidelity Magellan Fund
    
8,068,542
    
8,938,469
  
Fidelity Contra Fund
    
20,389,372
    
18,394,511
  
Fidelity Balanced Fund
    
13,734,721
    
11,606,320
  
Fidelity Low Price Stock Fund
    
7,990,367
    
6,687,903
  
Fidelity Diversified International Fund
    
13,261,486
    
7,812,247
  
Fidelity Dividend Growth Fund
    
8,933,176
    
7,850,607
  
Fidelity Retirement Money Market Fund
    
16,075,296
    
13,999,269
  
Other funds individually less than 5% of net assets
    
31,331,552
    
25,355,555
  
Assets held for investment purposes
  
$
134,056,244
  
$
111,882,677
  
 
6
 
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:

   
2006
  
2005
  
           
Common stock
  
$
4,682,852
  
$
898,242
  
Mutual funds
    
3,094,942
    
3,834,042
  
               
   
$
7,777,794
  
$
4,732,284
  

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.

NOTE 6 - SUBSEQUENT EVENTS

In February 2007, the Company acquired @Road, Inc. (@Road). As a result, the @Road, Inc. 401(K) plan (@Road Plan) was resolved to be terminated. Effective as of the closing date of the acquisition, employees of @Road were made eligible to participate in the Plan and roll over existing balances from the @Road Plan into the Plan.

 
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, 2006

   
Identity of issue, borrower, lessor or similar party
  
Description of investment including maturity date, rate of interest, collateral, par or maturity value
  
Current value
  
               
  PIMCO Total Return   Mutual Fund  
$
4,065,880
  
    WFA Common Stock Z   Mutual Fund    
2,530,064
 
    Weitz Partners Value Fund   Mutual Fund    
3,796,701
 
    Vanguard Target Retirement 2005   Mutual Fund    
10,131
  
    Vanguard Target Retirement 2010   Mutual Fund    
2,682
  
    Vanguard Target Retirement 2015   Mutual Fund    
128,515
  
    Vanguard Target Retirement 2020   Mutual Fund    
11,538
  
    Vanguard Target Retirement 2025   Mutual Fund    
39,333
  
    Vanguard Target Retirement 2030   Mutual Fund    
4,852
  
    Vanguard Target Retirement 2035   Mutual Fund    
35,803
  
    Vanguard Target Retirement 2040   Mutual Fund    
6,456
  
    Vanguard Target Retirement 2045   Mutual Fund    
84,509
  
    Vanguard Target Retirement 2050   Mutual Fund    
17,268
  
*
   Fidelity Fund   Mutual Fund    
1,007,368
 
*
   Fidelity Magellan Fund   Mutual Fund    
8,068,542
 
*
   Fidelity ContraFund   Mutual Fund    
20,389,372
 
*
   Fidelity Balanced Fund   Mutual Fund    
13,734,721
 
*
   Fidelity Equity Income II Fund   Mutual Fund    
3,692,671
 
*
   Fidelity Aggressive Growth Fund   Mutual Fund    
4,862,265
 
*
   Fidelity Diversified International Fund   Mutual Fund    
13,261,486
 
*
   Fidelity Dividend Growth Fund   Mutual Fund    
8,933,176
 
*
   Fidelity Retirement Money Market Fund   Mutual Fund    
16,075,296
 
*
   Fidelity Low Price Stock Fund   Mutual Fund    
7,990,367
  
*
   Fidelity Capital Appreciation   Mutual Fund    
5,100,980
  
*
   Spartan US Equity Index Fund   Mutual Fund    
4,604,699
 
*
   Trimble Navigation Limited   Common Stock (281,306 shares)
 
  
14,271,732
  
*
   Participant loans   Interest rates ranging from 5% to 9.5%
 
  
1,329,837
 
                     
 
       Total  
$
134,056,244
  
                     
*
   Party-in-interest              
 

SUPPLEMENTAL SCHEDULE
TRIMBLE NAVIGATION SAVINGS AND RETIREMENT PLAN
Schedule H, Line 4a - Schedule of Non-exempt Transactions

Employer Identification Number 94-2802192
Plan Number: 001

For the year ended December 31, 2006

Identity of party involved
  
Relationship
  
Description
  
Amount
  
               
Trimble Navigation Limited
   Plan Sponsor   Late deposits  
$
21,779
  
                     
          Total  
$
21,779
  


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 20, 2007


   
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
 
 
10