~~Yes[ ]~~No~~[ X ]~~

Yes ¨

No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Yes[ X ]~~No~~[ ]~~

Yes x

No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[ X ]~~o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

~~Large Accelerated Filer[ X ]Accelerated Filer[ ] Non-accelerated Filer[ ]~~

Large Accelerated Filer x	Accelerated Filer ¨
Non-accelerated Filer ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~Yes[ ]~~No~~[ X ]~~

Yes ¨

No x

As of ~~July 1, 2005,~~June 27, 2008, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately ~~$2.0~~$4.4 billion based on the closing price as reported on the NASDAQ ~~National~~Global Select Market.

Indicate the number of ~~shares~~share outstanding of each of the ~~registrant's~~issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at ~~March 6, 2006~~February 27, 2009
Common stock, no par value	~~54,338,187~~119,093,006 shares

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DOCUMENTS INCORPORATED BY REFERENCE

Certain parts of Trimble Navigation Limited's Proxy Statement relating to the annual meeting of stockholders to be held on May ~~18, 2006~~19, 2009 (the "Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the "safe harbor" created by those sections. The forward-looking statements regarding future events and the future results of Trimble Navigation Limited (“Trimble” or ~~“The~~“the Company” or ~~“We”~~“we” or ~~“Our”~~“our” or ~~“Us”~~“us”) are based on current expectations, estimates, forecasts, and projections about the industries in which Trimble operates and the beliefs and assumptions of the management of Trimble. Discussions containing such forward-looking statements may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations." In some cases, forward-looking statements can be identified by terminology such as "may," "will," "should," "could," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements and events to differ materially from those implied by such forward-looking statements, but are not limited to those discussed in this Report under the section entitled ~~“Other~~“ Risk Factors” and elsewhere, and in other reports Trimble files with the Securities and Exchange Commission (“SEC”), specifically the most recent reports on Form 8-K and Form 10-Q, each as it may be amended from time to time. These forward-looking statements are made as of the date of this Annual Report on Form 10-K. We reserve the right to update these statements for any reason, including the occurrence of material events. The risks and uncertainties under the caption ~~"Management's Discussion and Analysis of Financial Condition and Results of Operations—Risks~~"Risks and Uncertainties" contained herein, among other things, should be considered in evaluating our prospects and future financial performance. We have attempted to identify forward-looking statements in this report by placing an asterisk (*) before paragraphs containing such material.

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TRIMBLE NAVIGATION LIMITED

~~2005~~2008 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

	PART I
Item 1	Business ~~Overview~~	5
Item 1A	Risk Factors	1617
Item 1B	Unresolved Staff Comments	23
Item 2	Properties	23
Item 3	Legal Proceedings	23
Item 4	Submission of Matters to a Vote of Security Holders	2324

	PART II
Item 5	Market for Registrant's Common Equity, ~~and~~ Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6	Selected Financial Data	2526
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	2627
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	4144
Item 8	Financial Statements and Supplementary Data	4346
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7487
Item 9A	Controls and Procedures	7487
Item 9B	Other Information	7487

	PART III
Item 10	Directors, ~~and~~ Executive Officers, ~~of the Registrant~~and Corporate Governance	7588
Item 11	Executive Compensation	7588
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7588
Item 13	Certain Relationships, ~~and~~ Related Transactions, and Director Independence	7588
Item 14	Principal Accountant Fees and Services	7588

	PART IV
Item 15	Exhibits and Financial Statement Schedules ~~and Reports on Form 8-K~~	~~76-89~~89

TRADEMARKS

Trimble, ~~the globe and triangle logo,~~ EZ-Guide, ~~Telvisant, Lassen, SiteVision,~~EZ-Boom, EZ-Steer, Proliance, UtilityCenter, TrimWeb, TrimView, GeoManager, Taskforce, Juno, GeoExplorer, ~~AgGPS, Thunderbolt, FirstGPS,~~AgGPS, Spectra Precision, ~~CrossCheck, Recon,~~Autopilot, Fieldport, Copernicus, TrimTrac, EZ-Steer, PocketCitation, Trimble Outdoors, Force, BlueOx, EZ-Office, VX, Vision, VRS, VRSNow, FastMap, Geosite, Coastal Center, NetR8, FineLock, R-Track, Agriculture Manager, Thunderbolt and ~~TrimTrac~~Connected Site, among others ~~are trademarks of Trimble Navigation Limited and its subsidiaries registered in the United States and other countries. EZ-Steer, Force and Ranger~~ are trademarks of Trimble Navigation Limited and its subsidiaries. All other trademarks are the property of their respective owners.

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Table of Contents

PART I

Item 11. Business ~~Overview~~

Trimble Navigation Limited, a California corporation (“Trimble” or “the Company” or “we” or “our” or “us”), provides advanced positioning product solutions, ~~most~~ typically to commercial and government users. The ~~principle applications served~~principal application areas include surveying, agriculture, ~~machine guidance,~~construction, asset management, mapping and ~~fleet management, and telecommunications infrastructure.~~mobile resource management. Our products ~~typically~~ provide benefits that can include lower operational costs, higher productivity, and ~~higher productivity. Examples of products~~improved quality. Product examples include ~~systems that guide~~ agricultural and construction equipment, guidance systems, surveying instruments, systems that track fleets of vehicles, and data collection systems that enable the management of large amounts of geo-referenced information. In addition, we also manufacture components for ~~in vehicle~~in-vehicle navigation and telematics systems, and timing modules used in the synchronization of wireless networks.

~~Trimble~~Our products often combine knowledge of location or position ~~together~~ with a wireless link to provide a solution tofor a specific application. Position is provided through a number of ~~alternative~~ technologies including the Global Positioning System, ~~(GPS)~~or GPS, and systems that use laser or optical technologies to establish position. Wireless communication techniques include both public networks, such as cellular, and private networks, such as business band radio. ~~Our~~Some of our products are augmented by our ~~software algorithms;~~software; this includes embedded firmware that enables the positioning solution and ~~applications~~application software that allows the customer to make use of the positioning information.

We design and market our own products. Our manufacturing strategy includes a combination of ~~in house~~in-house assembly ~~as well as the use of~~and third party subcontractors. Our global operations include major development, manufacturing or logistics operations in the United States, Sweden, Germany, New Zealand, France, Canada, the United Kingdom, the Netherlands, China, and ~~the Netherlands.~~India. Products are sold through dealers, representatives, joint ventures, and other channels throughout the world. These channels are supported by our sales offices located in ~~more than 15~~17 countries.

We began operations in 1978 and incorporated in California in 1981. Our common stock has been publicly traded on NASDAQ since 1990 under the symbol TRMB.

On January 17, 2007, our board of directors approved a 2-for-1 split of all outstanding shares of the Company’s Common Stock, payable February 22, 2007 to stockholders of record on February 8, 2007. All shares and per share information presented have been adjusted to reflect the stock split on a retroactive basis for all periods presented.

Technology Overview

A significant portion of our revenue is derived from applying Global Navigation Satellite ~~Systems (GNSS)~~System, or GNSS, technology to terrestrial applications. The GNSS ~~systems include a system~~includes the network of 24 orbiting ~~US based~~U.S. Global Positioning System, or GPS, radio navigation satellites and associated ground control that is funded and maintained by the ~~U. S.~~U.S. Government and is available worldwide free of ~~charge, a Russian satellite based system,~~direct user fees, and the Russian GLONASS radio navigation satellite system. Both the European Community and China have announced plans to establish future ~~European Galileo system.~~operational radio navigation satellite systems. GNSS positioning is based on a technique that precisely measures distances from four or more satellites. The satellites continuously transmit precisely timed radio signals using extremely accurate atomic clocks. A GNSS receiver measures distances from the satellites in view by determining the travel time of a signal from the satellite to the receiver, and then uses those distances to compute its position. Under normal circumstances, a stand-alone GNSS receiver is able to calculate its position at any point on earth, in the earth's atmosphere, or in lower earth orbit, to approximately 10 meters, 24 hours a day. Much better accuracies are possible through a technique called “differential GNSS.” In addition to providing position, GNSS provides extremely accurate time measurement.

GNSS accuracy is dependent upon the locations of the receiver and the number of GNSS satellites that are above the horizon at any given time. Reception of GNSS signals requires line-of-sight visibility between the satellites and the receiver, which can be blocked by buildings, hills, and dense foliage. The receiver must have a line of sight to at least four satellites to determine its latitude, longitude, ~~attitude (angular orientation),~~ and time. The accuracy of GNSS may also be limited by distortion of GNSS signals from ionospheric and other atmospheric conditions.

Our GNSS products are based on proprietary receiver technology. Over time, the advances in positioning, wireless ~~communication,~~communications, and information technologies have enabled us to add more capability to our products and thereby deliver more value to our users. For example, the developments in wireless technology and deployments of next generation wireless networks have enabled less expensive wireless communications. These developments ~~allow for~~provide the efficient transfer of position data to locations away from the positioning field device, allowing the data to be accessed by more users, ~~and~~ thereby increasing productivity. This ~~has allowed~~allows us to ~~include a wireless link in many~~integrate visualization and design software into some of our ~~products and connect remote field operations to a central location.~~systems, as well as offer positioning services, all of which make our customers more efficient at what they do.

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Our laser and optical products either measure distances and angles to provide a position in three dimensional space or ~~they provide~~are used as highly accurate laser references from which a position can be established. The key ~~element~~elements of these products isare typically a laser, which is generally a commercially available laser diode, and a complex mechanical assembly. These elements are augmented by software ~~algorithms.~~algorithms to provide measurements and application-specific solutions.

Business Strategy

Our business strategy is developed around an analysis of several key elements:

Attractive markets - – We focus on underserved markets that offer potential for revenue growth, profitability, and market leadership.

Innovative solutions that provide significant benefits to our customers -– We seek to apply our technology to applications in which position data is important and where we can create unique ~~value.~~value by enabling enhanced productivity in the field or field to back office. We look for opportunities in which the rate of technological change is high and which have a requirement for the integration of multiple technologies into a solution.

Distribution channels to best access our markets -– We select distribution channels that best serve the needs of individual markets. These channels can include independent dealers, direct sales, joint ventures, OEM sales, and distribution alliances with key partners. We view international expansion as an important element of our strategy and seek to develop international channels.

Business Segments and Markets

We are organized into ~~five~~four reporting segments encompassing our various applications and product lines: Engineering and Construction, Field Solutions, ~~Component Technologies,~~ Mobile Solutions and ~~Portfolio Technologies.~~Advanced Devices. Our segments are distinguished by the markets they serve. Each segment consists of businesses which are responsible for product development, marketing, sales, strategy, and financial performance.

Engineering and Construction

Products in the Engineering and Construction segment improve productivity and accuracy throughout the entire construction process including the initial survey, planning, design, site preparation, and building phases. Our products are intended to both improve the productivity of each phase, as well as facilitate the entire process by improving information flow from one ~~step~~phase to the next.

The product solutions typically include multiple technologies. The elements of these solutions may incorporate GPS, optical, laser, radio, or cellular communications.

An example of the customer benefits provided by our ~~product~~products is our GPS and robotic optical surveying instruments which enable the surveyor to perform operations in the field faster, more reliably than conventional surveying instruments and with a smaller crew. Similarly, our construction machine guidance products allow the operator to achieve the desired landform bywhile eliminating stakeout and reducing rework. These steps in the construction process can be readily linked together with data collection modules to minimize the time and effort required to maintain data accuracy throughout the entire construction process.

We sell and distribute our products in this segment through a global network of independent dealers that are supported by Trimble personnel. This channel is supplemented by relationships that create additional channel breadth including our joint ventures with Caterpillar and Nikon, ~~and~~as well as private branding arrangements with other companies.

Table of Contents

We also design and market handheld data collectors and data collection software for field use by surveyors, contractors, and other professionals. These products are sold directly through dealers and other survey manufacturers.

Competitors in this segment are typically companies that provide optical, laser, or GPS positioning products. Our principal competitors are Topcon Corporation, and Leica ~~Geosystems.~~Geosystems, Inc. Price points in this segment range from less than $1,000 for certain laser systems to approximately ~~$125,000~~$100,000 for a high-precision, three-dimensional, machine control system.

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Representative products sold in this segment include:

Trimble S8 Total Station – Our S8 Total Station is our most advanced optical instrument designed to deliver unsurpassed performance for both typical surveying and specialized engineering applications such as monitoring and tunneling. It features Trimble FineLock™ technology, a smart tracker sensor with a narrow field of view that enables the Trimble S8 to detect a target without interference from surrounding prisms. Our S8 combined with our 4D Control software creates a powerful solution for real-time and post-processed monitoring of permanent structures such as dams, short-term construction activities, and side slopes in mines.

~~Spectra Precision® Laser System~~ Trimble I.S. Rover ~~- The Spectra Precision Laser machine systems include a portfolio of laser-based machine display~~– Our I.S. Rover combines GNSS and ~~control systems for grading and excavating applications. These machine systems can be used~~optical data collection on a ~~wide range~~rover pole, enabling surveyors to harness the unique strengths of ~~machines, including dozers, backhoes, scrapers, skid steers~~both technologies. With it, surveyors can increase flexibility and ~~excavators. Furthermore, the Spectra Laser grade control systems~~save time by seamlessly switching between technologies to adapt to local jobsite conditions as well as independently verify measurements for quality control. Our I.S. Rover is a unique patented Trimble solution that offers ~~visual guidance to the operators while performing such tasks as cutting the edge of the blade or bucket.~~land surveyors increased efficiency, flexibility and versatility.

~~Trimble® SPS700 Robotic Construction Total~~Trimble R8 GNSS System – Our R8 GNSS System is a multi-channel, multi-frequency, Global Navigation Satellite System (GNSS) receiver, antenna, and data-link radio combined in one compact unit. It features Trimble R-Track™ technology, powered by the most advanced RTK engine in the industry, supporting all GPS signals, including GPS Modernization (L2C signal and L5 signals) as well as GLONASS. Our R8 GNSS combines advanced receiver technology and a proven system design to provide maximum accuracy and productivity for a variety of surveying applications.

Trimble VX Spatial Station - – Our Trimble VX™ Spatial Station is an advanced spatial imaging system that combines optical, 3D scanning, and video capabilities—Trimble VISION™ technology—to measure objects in 3D to produce 2D and 3D data sets for spatial imaging projects. It enables users to blend extremely accurate ground-based information with airborne data to provide comprehensive datasets for use in the geospatial information industry. An entry-level model of our VX Spatial Station offers integrated imaging and surveying functionality only, with a scalable upgrade to 3D scanning.

SPS Site Positioning Solutions –The Trimble ~~SPS700 Robotic Total Station is used with~~Site Positioning Solutions family increases the ~~Trimble LM80 Layout Manager~~productivity of construction professionals and supervisors during site preparation, layout and grade checking by simplifying workflows, eliminating unnecessary steps, and providing intelligent data management between the field and the office, creating time savings by providing data updates to ~~provide contractors with more control~~all members of ~~their construction layout. The robotic operation allows contractors to perform layout tasks significantly more efficiently than with conventional mechanical systems leading to increased productivity.~~the team.

~~Trimble® S6 Total Station -~~ The Trimble S6 Total Station is a technologically advanced optical surveying system. Its advanced servo motors make the Trimble S6 fast, silent, and precise, allowing surveyors to measure points and collect data in the field efficiently and productively. The Trimble S6 offers unique new Trimble technologies that enable cable-free operation, longer battery life, and accuracy assurance, among many other features. Its detachable Trimble CU controller is utilized to effectively collect, display, and manage field data.

~~Trimble® R8 GNSS System -~~ The Trimble R8 GNSS System combines a GNSS receiver, radio, and battery in one compact unit to produce a lightweight and versatile, cable-free GNSS surveying solution. Surveyors can use the Trimble R8 system to achieve centimeter-level accuracy in their measurements in real time. The Trimble R8 GNSS offers R-Track technology, which is a unique Trimble technology developed with GNSS capabilities to support new GPS signals for civilian use and the Russian Glonass system. These new signals such as the next-generation GPS L2C and L5 signals and GLONASS provide our customers increased reliability and productivity.

~~Trimble® Recon® Controller~~ - The Trimble Recon Controller is a rugged handheld controller used by surveyors and engineers in the field. Running the Microsoft Pocket PC operating system, the Trimble Recon controller enables users to run the Trimble software of their choice, plus other applications to support their business needs. The Trimble Recon controller features a touch screen for quick and easy data entry and a color graphic display. It tackles multiple surveying applications, including topographic surveying, engineering, construction, and mapping.

GCS ~~family~~Family of Grade Control Systems - – Grade control systems ~~meets~~meet construction contractors' needs with productivity-enhancing solutions for earthmoving, site prep, and roadwork. ~~The Trimble~~Our GCS family provides upgrade options that deliver earthmoving contractors ~~with~~ the flexibility to select a system that meets their daily needs today, and later add on to meet their changing needs. For example, a single control system such as the GCS300 can provide for low-cost point of entry into grade control, and over time can be upgraded to the GCS400 dual sensor system or to the full 3D GCS900 Grade Control System.

~~Spectra Precision® Laser portable tools -~~ ~~Our~~ Spectra Precision Laser ~~portfolio~~Portable Tools – Our Spectra Precision® Laser family includes a broad range of laser based tools for the interior, ~~drywalls~~drywall and ceilings, HVAC, and mechanical contractor. Designed to replace traditional methods of measurement and leveling for a wide range of interior construction applications, our laser tools are easy to learn and use. Our Spectra Precision Laser product portfolio includes rotating lasers for horizontal leveling and vertical alignment, as well as laser pointers and a laser based distance measuring device. They are available through independent and national construction supply houses both in the USU.S. and in Europe.

Proliance Software – Proliance® Software allows infrastructure-intensive organizations to optimize the Plan-Build-Operate project lifecycle for complex capital projects, construction and real estate programs, and extensive facility portfolios. Our Proliance Software was designed for large building owner/operators, real estate developers, and engineering-driven organizations managing $250 million or more annually in new project construction or facility renovations.

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GeoSpatial Solutions – Our GeoSpatial Solutions family enables mobile mapping companies to capture georeferenced data, extract features and attributes, and analyze conditions and change, thereby generating information to better manage assets and operations. Aerial LIDAR / Imaging Systems and vehicle-based asset inventory systems, combined with powerful photogrammetry software, generate high accuracy as-built drawings for the transportation, and utilities and energy transmission and distribution industries.

Field Solutions

Our Field Solutions segment addresses the agriculture and geographic information system (GIS) markets.

Our agriculture products consist of manual and automated navigation guidance for tractors and other farm equipment used in spraying, planting, cultivation, and harvesting applications. The benefits to the farmer include faster machine operation, higher yields, and lower consumption of chemicals than conventional equipment. We also provide positioning solutions for leveling agricultural fields in irrigation applications and aligning drainage systems to better manage water flow in fields. We also provide solutions to automate applications of pesticide and seeding.

We use multiple distribution channels to access the agricultural market, including independent dealers and partners such as CNH ~~Global .~~Global. Competitors in this market are either vertically integrated implement companies such as John Deere, or agricultural instrumentation suppliers such as Raven, ~~CSI Wireless~~Hemisphere GPS and Novariant.

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Our GIS product line is centered on handheld data collectors that gather information in the field to be incorporated into GIS databases. Typically this information includes features, attributes, and positions of fixed infrastructure and natural resource assets. An example would be ~~that of~~ a utility company performing a survey of its transmission poles including the age and condition of each telephone pole. Our handheld unit enables this data to be collected and automatically stored while confirming the location of the asset. The data can then be downloaded into a GIS database. This stored data could later be used to navigate back to any individual asset or item for maintenance or data update. Our mobile GIS initiative goes one step further by allowing this information to be communicated from the field worker to the back-office GIS database through the combination of wireless technologies, as well as giving the field worker the ability to download information from the database. This capability provides significant advantages to users including improved productivity, accuracy, and access to the information in the field.

Our Utilities Field Solutions product line is focused on integrated field and back office software solutions for managing utility mobile workers and their field work activities, including asset maintenance, GIS mapping, outage response, and automated vehicle locating (AVL). Our software is typically installed on a server and on mobile computers that are used by utility field workers for conducting routine and emergency work, locating and mapping infrastructure, and performing utility asset maintenance, inspection, and field service. Through the use of GIS and location-based technologies combined with mobile and wireless communications, our products connect utility field workers to the office. Typically our products automate existing manual and paper based processes and are implemented to meet utility regulatory requirements, improve efficiency and reduce costs, and improve customer service and response.

Distribution for GIS products is primarily through a network of independent dealers and business partners, supported by Trimble personnel. Primary markets for our GIS products and solutions include both governmental and commercial users. ~~Government users~~Users are most often municipal governments and natural resource agencies. Commercial users include utility companies. Competitors in this market are typically survey instrument companies utilizing GPS ~~technology. Two examples are Leica Geosystems~~technology such as Topcon and Thales.

Sales and distribution of both our Fieldport® and UtilityCenter® software solutions are direct to the customer. Installation of both solutions generally involves a degree of integration and professional services. Primary markets include government and commercial electric, gas, water and wastewater utilities. Competitors are typically utility industry GIS software and service companies.

Approximate product price points in this segment range from ~~$3,000~~$1,000 for a GIS handheld unit to $35,000 for a fully automated, farm equipment control system.

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Representative products sold within this segment include:

~~AgGPS® Autopilot™~~AgGPS EZ-Guide 500 – Our AgGPS EZ-Guide 500 is a lightbar guidance system with a color LCD display, data logging functions and multiple accuracy options. Lightbar systems provide GPS-based guidance for vehicle operators to steer tractors, sprayers, fertilizer applicators, air seeders, and large tillage tools that require consistent pass-to-pass accuracy to help save fuel, increase efficiency, and reduce input costs for agricultural operations.

AgGPS EZ-Boom 2010 ~~System~~– Our AgGPS® EZ-Boom® 2010 automated application control system is designed to help growers cut input costs and reduce operator fatigue by providing precise automatic control of field spraying applications. It works with our AgGPS EZ-Guide® Plus lightbar guidance system, AgGPS EZ-Steer® assisted steering system, or the AgGPS Autopilot™ automated steering system.

Ag ~~- A~~GPS Autopilot System – Our GPS-enabled, agricultural navigation system ~~that~~ connects to a tractor’s steering system and automatically steers the tractor along a precise path to within three centimeters or less. This enables both higher machine productivity and more precise application of seed and chemicals, thereby reducing costs to the farmer.

~~AgGPS® EZ-Guide® Plus~~AgGPS EZ-Steer System ~~System~~ - A GPS-enabled, manual guidance system that provides the tractor operator with steering visual corrections required to stay on course to within 20 centimeters or less. This system reduces the overlap or gap in spraying, fertilizing, and other field applications.

~~AgGPS® EZ-Steer™~~~~System~~ ~~- A~~– Our value added assisted steering system, ~~that~~ when combined with ~~the~~our EZ-Guide Plus system, automatically steers agricultural vehicles along a path within 20 centimeters or less. This system installs in less than thirty minutes and is designed to reduce gaps and overlaps in spraying, fertilizing, and other field applications, as well as reduce operator fatigue.

~~GeoExplorer®~~Juno Series – Our Juno family includes compact and cost-effective GPS handhelds designed to equip an entire workforce for data collection and fieldwork. The handhelds have a high-sensitivity GPS receiver, Bluetooth and Wireless LAN technology, a built-in 3 Megapixel digital camera, a MicroSD/SDHC storage slot and an optional 3.5G broadband cellular modem for wireless data communications.

~~2005~~GeoExplorer 2008 Series ~~Series~~ ~~- Combines~~– Our GeoExplorer family combines a GPS receiver in a rugged handheld unit running industry standard Microsoft Windows Mobile version ~~5.0,~~6.0, making it easy to collect and maintain data about objects in the field. The GeoExplorer® series features three models ranging in accuracy from ~~subfoot~~a decimeter to 1-3 meters, ~~—allowing~~thereby allowing the user to select the system most appropriate for their data collection and maintenance needs.

~~GPS Pathfinder® Series -~~ Fieldport Software –~~A diverse collection of rugged GPS receivers with a variety of accuracy options from subfoot to submeterideally suited~~ Our Fieldport Software focuses on automating field service processes, operational efficiency and profitability for ~~GIS data collection~~water and ~~maintenance applications. These receivers integrate seamlessly with industry-standard GIS systems, providing the user with timely and accurate data for decision-making.~~wastewater utility customers.

~~Component Technologies~~UtilityCenter Software – Our UtilityCenter Software is a GIS-based enterprise suite of modules oriented towards the electric and gas utilities market. Modules include Outage Management (OMS), Mobile Asset Management, Data Collection, Staking, Network Tracing & Isolation and Field-based Editing.

Our Component Technologies segment provides GPS-based components for applications that require embedded position or time. Our largest markets are in the telecommunications and automotive industries where we supply modules, boards, custom integrated circuits and software, or single application IP licenses to the customer according to the needs of the application. Sales are made directly to original equipment manufacturers (OEMs) and system integrators who incorporate our component into a sub-system or a complete system-level product.

In the telecommunications infrastructure market, we provide timing modules that keep wireless networks synchronized and on frequency. For example, CDMA cellular telephone networks require a high level of both short-term and long-term frequency stability for proper operation (synchronization of information/voice flow to avoid dropped calls). Our timing modules meet these needs at a much lower cost than the atomic standards or other

~~Page 8~~

~~specially prepared components that would otherwise be required. Customers include wireless infrastructure companies such as Nortel, Samsung, and Andrew.~~

In the automotive and embedded market, we provide a GPS component that is embedded into in-vehicle navigation (IVN), fleet management, vehicle security, asset management and telematics applications. For the automotive market, in addition to core GPS technology, we provide a location engine for IVN that blends GPS with advanced dead reckoning (DR) technology to provide exceptional position density in the most challenging navigation environments. The primary selling attributes in this market are quality, technology, logistics and customer support. Trimble supplies several Tier-1 IVN system manufacturers in Europe and Asia.

Component Technologies has developed GPS software technologies which it is making available for license. This software can run on certain digital signal processors (DSP) or microprocessors removing the need for dedicated GPS baseband signal processor chips. Component Technologies has an agreement with u-Nav Microelectronics to license Trimble GPS software technology for u-Nav GPS chipsets.

The major competitor in the telecommunication infrastructure market is Symmetricom. Competitors in the automotive and embedded markets are typically component companies with GPS capability, including Japan Radio Corporation, Motorola, and SiRF.

~~Representative products sold by this segment include:~~

~~Thunderbolt® GPS Disciplined Clock~~ - The Thunderbolt clock is used as a time source for the synchronization of wireless networks. By combining a GPS receiver with a high-quality quartz oscillator, the Thunderbolt clock achieves the performance of an atomic standard with higher reliability and lower price.

~~FirstGPS® Technology~~ - We license our FirstGPS technology, which is a host-based, GPS system available as two integrated circuits and associated software. The software runs on a customer’s existing microprocessor system complementing the work done by the integrated circuit to generate position, velocity, and time. This low-power technology is particularly suitable for small, mobile, battery-operated applications.

~~Lassen® iQ~~~~Module~~ - The Lassen iQ module adds complete GPS functionality to a mobile product in a postage stamp-sized footprint with ultra-low power consumption, consuming less than 100mW at 3.3V. This module is designed for portable handheld, battery-powered applications such as cell phones, pagers, PDAs, digital cameras, and many others.

~~TrimTrac® Locator~~ - Our TrimTrac product is a complete end user device that combines GPS functionality with tri-band global system for mobile communications (GSM) wireless communications. It is intended for high volume personal vehicle and commercial asset management applications that demand a low-cost locator device.

Mobile Solutions

Our Mobile Solutions segment ~~addresses the market for fleet management services by providing a Trimble solution that includes~~provides both ~~the~~ hardware and ~~subscription service needed to run the application.~~software applications for managing mobile work, mobile workers and mobile assets. The ~~subscription service~~software is ~~web based.~~provided in both a client server model or web-based. Our ~~solutions are typically~~software is provided ~~to the user~~ through ~~Internet-enabled access to~~ our hosted platform for a monthly subscription service ~~fee. This solution enables the fleet owner to dispatch, track,~~fee or as a perpetual license with annual maintenance and ~~monitor the conditions of vehicles in the fleet on a real-time basis. A vehicle-mounted unit consists~~support fees.

Our vehicle solutions typically include an onboard proprietary hardware device consisting of a ~~single module including a~~ GPS receiver, business logic, sensor interface, and a ~~cellular~~wireless modem. Our solution usually includes the communication service ~~from~~from/to the vehicle to our data center and access over the ~~Internet~~internet to the application software.

Our mobile worker solutions include a rugged handset device and software ~~relieving~~designed to automate service technician work in the ~~user~~field at the point of customer contact. The mobile worker handset solutions also synchronize to a client server at the ~~need to maintain extensive computer operations.~~back office for integration with other mission-critical business applications.

Our scheduling and dispatch solution is an enterprise software program to optimize scheduling and routing of field service technicians. For dynamic capacity management, our capacity planner, capacity controller, and intelligent appointer modules round out this innovative service delivery automation technology.

One element of our market strategy targets opportunities in specific vertical markets where we believe we can provide a unique value to the ~~end user~~end-user by tailoring our ~~hardware and subscription service solution~~solutions for a particular industry. Sample markets include Construction Supply, Direct Store Delivery and Public Safety. For example, ~~one vertical we are addressing is~~our ready mix ~~concrete. Here, we combine~~concrete solution combines a suite of sensors ~~into a solution~~with our in-vehicle wireless platform providing fleets with updated vehicle status that ~~can automatically determine the status~~requires no driver interaction – referred to as “auto-status.”

Table of a vehicle without driver intervention. We plan on leveraging our technology and capabilities and customers into other verticals, such as direct store delivery, public safety and construction management.Contents

We also ~~have~~sell our vehicle solutions using a horizontal market strategy that focuses on providing turnkey solutions to a broad range of service fleets ~~and mobile workers~~ that span a large number of market segments. Here, we leverage our capabilities without the same level of customization. These ~~products~~solutions are ~~distributed through individual dealers~~sold to the general service fleets as well as ~~in the vertical applications.~~

transportation and distribution fleets both on a direct basis and through dealer channels.

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Our enterprise strategy focuses on sales to large, enterprise ~~accounts.~~accounts with more than 1,000 vehicles or routes. Here, in addition to a Trimble-hosted solution, we can also integrate our service directly into the customer’s IT infrastructure, giving them improved control of their information. In this market we sell directly to ~~end users and sales~~end-users. Sales cycles tend to be long due to field trials followed by an extensive decision-making process.

Approximate prices for ~~the~~ hardware fall in the range of $400 to $3,000, while the monthly subscription service fees range from approximately ~~$20~~$25 to approximately $55 per month per unit, depending on the customer service level. ~~Competition comes largely from service-oriented businesses such as @Road.~~

We have also entered into new markets by acquisitions of ~~MobileTech Solutions,~~@Road, Inc. (@Road) in 2007, and Eleven Technology, Inc., Advanced Public ~~Saftey,~~Safety, Inc. (APS) ~~MobileTech provides field workforce automation~~and Visual Statement, Inc. (VS) in 2006. @Road is a global provider of solutions designed to automate the management of mobile resources and ~~has~~to optimize the service delivery process for customers across a ~~leading~~variety of industries under the GeoManager™ and Taskforce® brand names. Eleven Technology is a mobile application software company with market and technology position in the ~~direct store delivery market.~~Consumer Packaged Goods (CPG) industry. APS provides mobile and handheld software products used by law enforcement, fire rescue and other public safety agencies. VS provides desktop software and enterprise solutions for collision and crime incident analysis, reporting and workflow management.

Representative products sold byin this segment include:

~~TrimWeb™ Systems~~Fleet Productivity – - Our fleet ~~management service~~productivity solution offerings are comprised of the TrimWeb ~~system~~™, GeoManager and ~~TrimFleet system.~~TrimView™ mobile platforms. The TrimWeb ~~system provides~~and GeoManager systems provide different levels of service that run from snapshots of fleet activity to real-time fleet dispatch capability via access to the ~~TrimWeb~~web-based platform ~~network~~ through a secure internet connection. The TrimWeb ~~system includes~~and GeoManager systems include truck communication service and computer backbone support of the service. ~~Variations of the TrimWeb~~TrimView is sold to fleets where system ~~are tailored~~integration into back office applications is required for ~~specific industry applications.~~more robust information flow.

~~CrossCheck® Module~~Consumer Packaged Goods (CPG) – - This hardware, mounted on the vehicle, provides location and information through its built-in cellular interface. This module also includes GPS positioning, sensor interfaces for vehicle conditions, and built-in intelligence for distributed decision-making.

~~RoutePower™ CE Mobile -~~ This software solution operates in the Microsoft CE/Pocket or WinMobile PC environment and addresses the pre-sales, delivery, ~~routes~~route sales and full service vending functions performed onby mobile workers. Customers within the ~~routes~~CPG market purchase a combination of ~~Direct Store Delivery (DSD) companies. In addition, RoutePower~~both license software ~~can communicate with digital phones, printers, GPS receivers,~~ and ~~other peripherals in a wireless non-tethered Bluetooth environment.~~

~~GateWay™ Middleware Software -~~ ~~This~~handheld PCs. The software handles all communications from/to the mobile computer as well as from/to the host and any other ERP or decision support systems. ~~In addition, the GateWay software supports all functionality of the RoutePower~~™ ~~mobile system regardless of host system capabilities.~~

~~PocketCitation™ System -~~ Field Service – Our handset-based mobile solution enables technicians to maintain and repair residential and commercial appliances, office equipment, medical equipment, refrigeration equipment, fountain, and manufacturing equipment, and manage a variety of service functions including wireless dispatching of service calls, real-time messaging, spare parts management, and work order and workflow management. Trimble Field Service customers have benefited from increased service calls per day, an increase in first call resolution and reduction in administrative workload to name a few results.

~~This~~Public Safety – We provide a suite of solutions for the public safety sector including our PocketCitation™ system, which is an electronic ticketing system that enables law enforcement officers to issue traffic citations utilizing a mobile handheld device. This system scans the traffic offender’s driver’s license and automatically populates the appropriate information into the citation.

~~QuickTicket™ System -~~ ~~This system works in conjunction with mobile software platforms to enable~~ We provide a variation of this solution which enables law enforcement officers to complete electronic traffic citations ~~in under~~within 30 seconds. Within this sector we also provide desktop software which enables accident investigators and other public safety professionals to reconstruct and simulate vehicle accidents.

Taskforce – The Taskforce software solution provides scheduling and dispatch solutions for field service technicians by synchronizing the right human and physical resources required to optimize a field service resource network. The system manages significant numbers of dynamic scheduling resources in an unpredictable field service environment to increase productivity, field force utilization and control-to-field employee ratios.

~~Portfolio Technologies~~Table of Contents

Advanced Devices

~~Our Portfolio~~Advanced Devices includes the product lines from our Component Technologies, ~~segment includes various operations that aggregate to less than 10 percent of our total revenue. The operations in this segment are~~ Applanix, Trimble Outdoors, and Military and Advanced Systems (MAS) businesses. With the exception of Trimble Outdoors and Applanix these businesses share several common characteristics: they are hardware centric, generally market to original equipment manufacturers (OEM), system integrators or service providers, and ~~Trimble Outdoors.~~have products that can be utilized in a number of different end-user markets and applications. The various operations that comprise this segment were aggregated on the basis that no single operation accounted for more than 10% of our total revenue, operating income or assets.

~~Applanix develops, manufactures, sells~~Within Component Technologies, we supply GPS modules, licensing and ~~supports high-value, precision products that combine GPS with inertial sensors~~complementary technologies, and GPS-integrated sub-system solutions for ~~accurate measurement~~applications requiring precise position, time or frequency. Component Technologies serves a broad range of ~~the position~~vertical markets including telecommunications automotive electronics, and ~~attitude of moving vehicles.~~commercial electronics. Sales are made directly byto OEMs, system integrators, value-added resellers and service providers who incorporate our ~~sales force~~components into a complete system-level solution.

Component Technologies has developed GPS technologies which it is making available for license. These technologies can run on certain digital signal processors (DSP) or microprocessors, removing the need for dedicated GPS baseband signal processor chips. We have a cooperative licensing deal with Nokia for our Global Navigation Satellite System (GNSS) patents related to designated wireless products and services involving location technologies, such as GPS, assisted GPS or Galileo. The licensing agreement is exclusive to Nokia for the ~~end users or~~wireless consumer product and service domain and includes sublicensing rights. In return, Trimble receives a non-exclusive license to ~~systems integrators. Competitors include IGI~~Nokia’s location-based patents for use in ~~the airborne survey market,~~Trimble's commercial products and ~~iXsea~~services. We also have a licensing agreement with Marvell Semiconductors for our full GPS Digital Signal Processor software as well as tools for development support and ~~TSS in the marine survey market.~~testing. Access to our GPS technology complements Marvell's wireless and application processor initiatives for WiFi, Bluetooth, FM, multi-function radio, application processors and cellular processor devices.

Our MAS business supplies GPS receivers and embedded modules that use the military’s GPS advanced capabilities. The modules are principally used in aircraft navigation and timing ~~application.~~applications. Military products are sold directly to either the USU.S. Government or defense contractors. Sales are also made to authorized foreign end users. Competitors in this market include Rockwell Collins, L3, and Raytheon.

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~~The~~Our Trimble Outdoors ~~service~~business utilizes GPS-enabled cell phones to provide information for outdoor recreational activities. Some of the recreational activities include hiking, biking, backpacking, boating, and water sports. Consumers purchase the Trimble Outdoors product through our wireless operator partners which include Sprint-Nextel, SouthernLINC Wireless and Boost Mobile. ~~In 2005, Trimble entered into an agreement~~

Our Applanix business is a leading provider of advanced products and enabling solutions that maximize productivity through mobile mapping and positioning to professional markets worldwide. Applanix develops, manufactures, sells and supports high-value, precision products that combine GPS with ~~Rodale Inc., owner~~inertial sensors for accurate measurement of ~~Backpacker Magazine,~~position and attitude, flight management systems, and scalable mobile mapping solutions used in airborne, land and marine applications. Sales are made by our direct sales force to ~~bring high quality trip content to consumer GPS cell phones. The Trimble Outdoors service operates on more than 20 different GPS cell phones.~~end users, systems integrators, and OEMs, and through regional agents. Competitors include Leica, IGI and Novatel.

Representative products sold by this segment include:

GPS Receiver Modules – The Lassen®, Copernicus® , CondorTM and PandaTM families of GPS modules are full-function GPS modules in a variety of form factors, some smaller than your fingertip.

TrimTrac Locator – Our TrimTrac® product is a complete end user device that combines GPS functionality with global system for mobile communications (GSM) wireless communications. In 2006, we added to the TrimTrac locator full quad-band GSM and general packet radio service (GPRS) support along with several important application level features. The device is suitable for high volume personal vehicle and commercial asset management applications that demand a low-cost locator.

TM3000Asset Tracking Device – Our TM3000 product is a flexible, open platform that enables a broad range of applications such as: fleet management, mobile asset tracking and recovery and driver monitoring and assistance. This device integrates wireless communications, a positioning function and an application engine in a package designed to improve the profits for service-focused businesses.

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Thunderbolt GPS Disciplined Clock – Our Thunderbolt® clock is a fifth-generation product from our GPS Timing and Synchronization division, which outputs precision time and frequency. It also serves as the architectural basis for GPS disciplined clocks sold to manufacturers of CDMA and WiMax infrastructure.

Applanix POS/~~AV™~~AV System ~~- An~~– Our integrated GPS/inertial system for airborne surveying ~~that~~ measures aircraft position to an accuracy of a few centimeters and aircraft attitude (angular orientation) to an accuracy of 30 arc seconds or better. This system is typically interfaced to large format cameras and scanning lasers for producing geo-referenced topographic maps of the terrain.

~~Force™ 5 GS (GRAM-SAASM)~~Applanix DSS Digital Sensor System – Our digital airborne imaging solution produces high-resolution orthophoto map products. Certified by the USGS, the system consists of a mapping grade digital camera that is tightly integrated with a GNSS/Inertial system, flight management system (FMS) and processing software for automatic geo-referencing of each pixel. Our DSS can be used stand-alone or integrated with other airborne mapping sensors. Our DSS has been used by organizations worldwide in a variety of market segments that include ortho mapping, utility and transportation corridor mapping and rapid response applications.

Force 524D Module ~~- A~~– This dual frequency, embedded GPS module ~~that~~ is used in a variety of military airborne applications.

~~Trimble® Outdoors™ -~~ Trimble Outdoors Service ~~Trip~~– Our trip planning and navigation software ~~that~~ works with GPS-enabled cell phones and conventional GPS receivers. This software enables consumers to research specific trips ~~online~~on-line as part of trip pre-planning. In addition, users are able to share outdoor and off-road experiences ~~online~~on-line with their friends and family.

Acquisitions and Joint Ventures

Our growth strategy is centered on developing and marketing innovative and complete value-added solutions to our existing customers, while also marketing them to new customers and geographic regions. In some cases, this has led to partnering with or acquiring companies that bring technologies, products or distribution capabilities that will allow us to ~~enter or~~establish a market beach head, penetrate a market more effectively, or develop solutions more quickly than if we had done so solely through internal development. ~~Over the past five years,~~Since 1999, this has led us to form ~~two~~four joint ventures and acquire ~~multiple companies.~~thirty seven companies through the end of fiscal 2008. Most of these acquisitions have been small, both in dollar terms and in number of people added to the Trimble employee base. No assurance can be given that our previous or future acquisitions will be successful or will not materially adversely affect our financial condition or operating results. The following companies and joint ventures were acquired or formed during fiscal 2008 and are combined in the results of operations since the date of acquisition or formation:

Rawson Control Systems

~~Advanced Public Safety, Inc. (APS)~~

* On December ~~30, 2005,~~3, 2008, we acquired ~~APS~~the assets of ~~Deerfield Beach, Florida. APS provides mobile~~privately-held Rawson Control Systems based in Oelwein, Iowa. Rawson manufactures hydraulic and handheld software products used by law enforcement, fire-rescue and other public safety agencies. With the APS acquisition, we plan to leverage our rugged mobile computing devices and our fleet management systems to provide complete mobile resource solutionselectronic controls for the ~~public safety industry. APS will be reported within our Mobile Solutions business segment.~~

~~MobileTech Solutions Inc.~~

* On October 25, 2005, we acquired MobileTech Solutions, Inc. of Plano, Texas. MobileTech Solutions provides field workforce automation solutionsagriculture equipment industry, including variable rate planter drives and ~~has a leading position in the direct store delivery (DSD) market. We expect the MobileTech Solutions acquisition to extend our portfolio of fleet management~~controllers, variable rate fertilizer controllers, mechanical remote electric control valves and ~~field workforce applications. MobileTech Solutions’~~speed reducers. Rawson Control Systems’ performance is reported under our ~~Mobile~~Field Solutions business ~~segment.~~segment.

~~Apache Technologies, Inc.~~FastMap and GeoSite

On ~~April 19, 2005,~~November 28, 2008, we acquired ~~Apache Technologies Inc.~~the FastMap and GeoSite software assets from Korec, a privately-held Trimble distributor serving the United Kingdom and Ireland. FastMap and GeoSite performance is reported under our Engineering and Construction and Field Solutions business segments, respectively.

Callidus Precision Systems

On November 28, 2008, we acquired the assets of ~~Dayton, Ohio. Apache~~privately-held Callidus Precision Systems GmbH of Halle, Germany. Callidus is a ~~leading developer~~provider of 3D laser ~~detection technology. With~~scanning solutions for the acquisition, we extended our laser product portfolio for handheld laser detectors and entry-level machine displays and control systems, as well as our distribution network in the United States. Apache’sindustrial market. Callidus performance is reported under our Engineering and Construction business segment.

~~Pacific Crest Corporation~~Toposys

On ~~January 10, 2005~~November 13, 2008, we acquired ~~Pacific Crest Corporation~~TopoSys GmbH of ~~Santa Clara, California,~~Biberach an der Riss, Germany. TopoSys is a ~~supplier~~leading provider of ~~wireless~~aerial data ~~communication~~collection systems ~~for positioning~~comprised of LiDAR and ~~environmental monitoring applications. The Pacific Crest acquisition has enhanced~~metric cameras. TopoSys’s performance is reported under our ~~wireless data communications capabilities in the~~ Engineering and Construction business segment.

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TruCount

~~GeoNav~~

On October 30, 2008, we acquired the assets of privately-held TruCount, Inc., of Ames, Iowa. TruCount is a leading manufacturer of air and electric clutches that automate individual planter row shut-off. TruCount’s performance is reported under our Field Solutions business segment.

RolleiMetric

On October 20, 2008, we acquired the assets of RolleiMetric from Rollei GmbH of Braunschweig, Germany. RolleiMetric is a leading provider of metric camera systems for aerial imaging and terrestrial close range photogrammetry. RolleiMetric is reported within our Engineering and Construction business segment.

VirtualSite Solutions

On October 3, 2008, VirtualSite Solutions (VSS), a joint venture formed by Caterpillar and us began operations. We contributed $7.8 million in exchange for a 65% ownership and Caterpillar contributed $4.2 million for a 35% ownership in VSS. VSS develops software for fleet management and connected worksite solutions for both Caterpillar and us, and in turn, sells software subscription services to Caterpillar and us, which we both sell through our respective distribution channels. For financial reporting purposes, VSS’s assets and liabilities are consolidated with ours, as are its results of operations, which are reported under our Engineering and Construction segment. Caterpillar’s 35% interest is included in our Consolidated Financial Statements as minority interests in consolidated subsidiaries.

SECO

On July ~~5, 2004~~29, 2008, we acquired ~~GeoNav GmbH,~~privately-held SECO Manufacturing Company of Redding, California. SECO is a ~~small provider~~leading manufacturer of ~~customized field data collection solutions~~accessories for the ~~cadastral survey market in Europe. This acquisition augments our capability for localization of our products in Europe. GeoNav’s~~geomatics, surveying, mapping, and construction industries. SECO’s performance is reported under our Engineering and Construction business segment.

~~TracerNET Corporation~~Géo-3D

On ~~March 5, 2004~~January 22, 2008, we acquired ~~TracerNET Corporation~~privately-held Géo-3D Inc. of ~~Virginia,~~Montreal, Canada. Géo-3D is a ~~provider of wireless fleet management~~leader in roadside infrastructure asset inventory solutions. ~~The TracerNET acquisition added more diverse and complete fleet management solutions. TracerNET’s performance has been integrated into our Mobile Solutions segment.~~

~~MENSI S.A.~~

On December 9, 2003, we acquired MENSI S.A., a French developer of terrestrial 3D laser scanning technology. The MENSI acquisition enhanced our technology portfolio and expanded our product offerings. MENSI’sGéo-3D’s performance is reported under our Engineering and Construction business segment.

~~Applanix Corporation~~Crain Enterprises

On ~~July 7, 2003,~~January 8, 2008, we acquired ~~Applanix Corporation,~~privately-held Crain Enterprises, Inc. of Mound City, Illinois. Crain is a ~~Canadian developer~~leading manufacturer of ~~systems that integrate inertial navigation system~~accessories for the geomatics, surveying, mapping, and ~~GPS technologies. The Applanix acquisition extended our technology portfolio and offers increased robustness and capabilities in positioning products. Applanix’s performance~~construction industries. Crain Enterprises is reported under our ~~Portfolio Technologies~~Engineering and Construction business segment.

~~Nikon-Trimble Co., Ltd.~~

On March 28, 2003, Trimble and Nikon Corporation agreed to form a joint venture in Japan, Nikon-Trimble Co., Ltd., which assumed the operations of Nikon Geotecs Co., Ltd., a Japanese subsidiary of Nikon Corporation and Trimble Japan KK, our Japanese subsidiary. Nikon-Trimble began operations in July of 2003.

Nikon-Trimble is 50% owned by us and 50% owned by Nikon, with equal voting rights. It is focusing on the design and manufacture of surveying instruments including mechanical total stations and related products. In Japan, this joint venture distributes Nikon’s survey products as well as our survey, agriculture, construction and GIS products. Outside of Japan, we are the exclusive distributor of Nikon survey and construction products.

The joint venture has enhanced our market position in survey instruments through geographic expansion and market penetration. The Nikon products broadens our survey and construction product portfolio and enables us to better access emerging markets such as Russia, China, and India. It also provides us with the ability to sell our GPS and robotic technology to existing Nikon customers.

~~Caterpillar Trimble Control Technologies, LLC~~

On April 1, 2002, we established and began operations of a joint venture with Caterpillar called Caterpillar Trimble Control Technologies, LLC, in which each company has a 50% ownership stake and equal voting rights. This joint venture develops and manufactures machine control products for the construction and mining markets for installation in the factory or as a dealer option.

Patents, Licenses and Intellectual Property

We hold approximately ~~600 US~~720 U.S. issued and enforceable patents and approximately ~~100 non-US~~121 non-U.S. patents, the majority of which cover GPS technology and other applications such as optical and laser technology.

We prefer to own the intellectual property used in our products, either directly or ~~though~~through subsidiaries. From time to time we license technology from third parties.

There are approximately ~~200~~236 trademarks registered to Trimble and its subsidiaries including "Trimble," ~~the globe~~"AgGPS," “Spectra Precision,” and ~~triangle logo, "AgGPS,"~~ "GeoExplorer,~~" and "Telvisant,~~" among others that are registered in the United States and other countries. Additional trademarks are pending registration.

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Sales and Marketing

We tailor the distribution channel to the needs of our products and regional markets through a number ~~of forms~~ of sales channel solutions around the world. We sell our products worldwide primarily through dealers, distributors, and authorized representatives, occasionally granting exclusive rights to market certain products within specific countries. This channel is supported and supplemented (where third party distribution is not available) by our regional sales offices throughout the world. We also utilize distribution alliances, OEM relationships, and joint ventures with other companies as a means to serve selected markets.

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During fiscal 2008, sales to customers in the ~~2005~~United States represented 49%, Europe represented 25%, Asia Pacific represented 14%, and other regions represented 12% of our total revenue. During fiscal ~~year,~~2007, sales to customers in the United States represented 50%, Europe represented 27%, Asia Pacific represented 12%, and other regions represented 11% of our total revenue. During fiscal 2006, sales to customers in the United States represented 54%, Europe represented 25%, Asia Pacific represented ~~11% and other regions represented 10% of our total revenues. During the 2004 fiscal year, United States represented 50%~~12%, ~~Europe represented 28%, Asia Pacific represented 13%~~ and other regions represented 9% of our total ~~revenues.~~revenue.

Warranty

The warranty periods for our products are generally between ~~one~~90 days and three years. Selected military programs may require extended warranty periods up to 5.5 years and certain Nikon products have a five-year warranty period. We support our GPS products through a circuit board replacement program from locations in the United Kingdom, Germany, Japan, and the United States. The repair and calibration of our non-GPS products are available from company-owned or authorized facilities. We reimburse dealers and distributors for all authorized warranty repairs they perform.

While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, our warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.

Seasonality of Business

* Our individual segment ~~revenues~~revenue may be affected by seasonal buying patterns. Typically, the second fiscal quarter has been the strongest quarter for the Company driven by the construction buying season. ~~The second quarter has averaged 27% of total revenue in the last two fiscal years.~~

Backlog

In most of our markets, the time between order placement and shipment is short. ~~Therefore,~~Orders are generally placed by customers on an as-needed basis. In general, customers may cancel or reschedule orders without penalty. For these reasons, we do not believe that orders are an accurate measure of backlog and, therefore, we believe that backlog is not a ~~reliable~~meaningful indicator of ~~present~~future revenue or ~~future business conditions.~~material to understanding our business.

Manufacturing

Manufacturing of ~~substantially all~~many of our GPS ~~subsystems~~products is subcontracted to ~~Solectron Corporation. During fiscal 2005 we continued to~~Flextronics International Limited. We utilize ~~Solectron's Suzhou facilities in China~~Flextronics for all of our Component Technologies ~~products. During 2004 we expanded~~products, and for some of our ~~use of Solectron in Mexico for our~~Construction and Survey, Field Solutions, ~~products~~ and ~~handhelds.~~Mobile Solutions products. We ~~continue to~~also utilize ~~Solectron California~~Flextronics for our high-end GPS products and new product introduction services. ~~Solectron~~Flextronics is responsible for substantially all material procurement, assembly, and testing. We continue to manage product design through pilot production for the subcontracted products, and we are directly involved in qualifying suppliers and key components used in all our products. Our current contract with ~~Solectron~~Flextronics continues in effect until either party gives the other ninety days written notice.

We manufacture laser and optics-based products at our plants in Dayton, Ohio; Danderyd, Sweden; Jena and Kaiserslautern, Germany; ~~Paris, France;~~ and ~~Toronto, Canada.~~Shanghai, China. Some of these products or portions of these products are also subcontracted to third parties for assembly.

Our design and manufacturing sites in Dayton, Ohio; Sunnyvale, California; Danderyd, Sweden; and Jena and Kaiserslautern, Germany are registered to ISO9001:2000, covering the design, production, distribution, and servicing of all our products. ~~The Component Technologies segment is registered to QS9000 for its automotive products. QS9000 is the automotive version of ISO9000 covering specific requirements for the market.~~

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Research and Development

We believe that our competitive position is maintained through the development and introduction of new products that incorporate improved features, better performance, smaller size and weight, lower cost, or some combination of these factors. We invest substantially in the development of new products. We also make significant investment in the positioning, communication, and information technologies that underlie our products and will likely provide competitive advantages.

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~~Page 19~~We have certain products, such as GPS RTK systems, and surveying and mapping systems that use integrated radio communication technology requiring access to available radio frequencies allocated to local government. Some bands are experiencing congestion. In the U.S., the FCC announced that it will require migration of radio technology from wideband to narrowband operations in these bands. The rules require migration of users to narrowband channels by 2011. In the meantime, congestion could cause FCC coordinators to restrict or refuse licenses. An inability to obtain access to these radio frequencies by end users could have a material adverse effect on our business, results of operations, and financial condition.

Many of Our Products Rely on GNSS technology, the GPS, and other Satellite ~~System.~~Systems, Which May Become Inoperable and Result in Lost Revenue

~~The~~GNSS technology, GPS satellites and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible sabotage. ~~The~~Many of the GPS satellites currently in orbit were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of 2930 satellites in place, some have already been in operation for more than 12 years. To repair damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites may impair the current utility of the GPS system and the growth of current and additional market opportunities.

~~In 2004, a Presidential policy affirmed a 1996 Presidential Decision Directive that marked~~

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As the ~~first time~~only complete GNSS currently in operation, we are dependent on continued operation of GPS. GPS is operated by the evolution of GPS that access for civilian use free of direct user fees. In addition, Presidential policy has been complemented by corresponding legislation, that was signed into law. However, there can be no assurance that the USU. S. Government, ~~will remain~~which is committed to maintenance and improvement of GPS; however if the ~~operation~~policy were to change, and ~~maintenance~~GPS were no longer supported by the U. S. Government, or if user fees were imposed, it could have a material adverse effect on our business, results of GPS satellites over a long period, or that the policies of the US Government for the use of GPS without charge will remain unchanged. Because of ever-increasing commercial applications of GPS, other US Government agencies may become involved in the administration or the regulation of the use of GPS signals. Any of the foregoing factors could affect the willingness of buyers of our products to select GPS-based systems instead of products based on competing technologies.operations, and financial condition.

Many of our products also use signals from systems that augment GPS, such as the Wide Area Augmentation System (WAAS) and National Differential GPS System (NDGPS). Many of these augmentation systems are operated by the federal government and rely on continued funding and maintenance of these systems. In addition, some of our products also use satellite signals from the Russian ~~Glonass~~GLONASS System. Any curtailment of the operating capability of these systems could result in decreased user capability thereby impacting our markets.

The European ~~governments have~~community has begun development of an independent radio navigation satellite ~~navigation~~ system, known as Galileo. We ~~believe we will~~ have access to the preliminary signal design, which is subject to change and which requires a commercial license from Galileo authorities. Although an operational Galileo system is several years away, if we are unable to develop ~~compatible receivers. However, if access to the signal structure is delayed~~a timely commercial product, or obtain a timely commercial license, it ~~may have a materially adverse effect on our business and operating results.~~

~~We may be Materially Affected by New Regulatory Requirements.~~

We are subject to various federal, state and local environmental laws and regulations that govern our operations, including the handling and disposal of non-hazardous and hazardous wastes, and emissions and discharges into the environment. Failure to comply with such laws and regulations could result in ~~costs for corrective action, penalties, or the imposition~~lost revenue which could harm our results of ~~other liabilities.~~operations and financial condition.

In particular, under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating hazardous substances or petroleum products on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, as well as incur liability to third parties impacted by such contamination. In addition, we face increasing complexity in our product design and procurement operations as we adjust to new and upcoming requirements relating to the materials composition of many of our products. The European Union (“EU”) has adopted new directives to facilitate the recycling of electrical and electronic equipment sold in the EU. One of these is the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) directive. The RoHS directive restricts the use of lead, mercury and certain other substances in electrical and electronic products placed on the market in the European Union after September 30, 2006.

Similar laws and regulations have been or may be enacted in other regions, including in the United States, China and Japan. Other environmental regulations may require us to reengineer our products to utilize components which are more environmentally compatible and such reengineering and component substitution may result in additional costs to us. Although we do not anticipate any material adverse effects based on the nature of our operations and the effect of such laws, there is no assurance that such existing laws or future laws will not have a material adverse effect on our business.

Our Business is Subject to Disruptions and Uncertainties Caused by War or ~~Terrorism.~~Terrorism

Acts of war or acts of terrorism, especially any directed at the GPS signals, could have a material adverse impact on our business, operating results, and financial condition. The threat of terrorism and war and heightened security and military response to this threat, or

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any future acts of terrorism, may ~~cause further disruption to our economy and create further uncertainties.~~invoke a redeployment of the satellites used in GPS or interruptions of the system. To the extent that such ~~disruptions or uncertainties~~interruptions result in delays or cancellations of orders, or the manufacture or shipment of our products, it could have a material adverse effect on our business, ~~operating~~ results of operations, and financial ~~condition could be materially and adversely affected.~~condition.

We Are Exposed to Fluctuations in Currency Exchange ~~Rates.~~Rates and Although We Hedge Against These Risks, Our Attempts to Hedge Could be Unsuccessful and Expose Us to Losses

A significant portion of our business is conducted outside the ~~US,~~U.S., and as such, we face exposure to movements in ~~non-US~~non-U.S. currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial results and cash flows. Fluctuation in currency impacts our operating results.

Currently, we hedge only those currency exposures associated with certain assets and liabilities denominated in non-functional currencies. The hedging activities undertaken by us are intended to offset the impact of currency fluctuations on certain non-functional currency assets and liabilities. Our attempts to hedge against these risks ~~may not~~could be ~~successful resulting in an adverse impact on our net income.~~unsuccessful and expose us to losses.

~~We Face Risks in Investing in~~Our Debt Could Adversely Affect Our Cash Flow and ~~Integrating New Acquisitions.~~Prevent Us from Fulfilling Our Financial Obligations

We have ~~recently acquired several companies and may in the future acquire other companies. Acquisitions~~an existing unsecured revolving credit agreement, under which we have an ability to borrow an aggregate amount of ~~companies, divisions~~up to $300 million. As of ~~companies, or products entail numerous risks, including:~~January 2, 2009, $151.0 million was outstanding under this line of credit. Debt incurred under this agreement could have important consequences, such as:

~~potential inability~~requiring us to ~~successfully integrate acquired~~dedicate a portion of our cash flow from operations and ~~products or~~other capital resources to ~~realize cost savings or~~debt service, thereby reducing our ability to fund working capital, capital expenditures, and other ~~anticipated benefits from integration;~~cash requirements;

·	~~diversion of management’s attention;~~increasing our vulnerability to adverse economic and industry conditions;

·	~~loss of key employees of acquired operations;~~limiting our flexibility in planning for, or reacting to, changes and opportunities in, our industry, which may place us at a competitive disadvantage; and

·	~~the difficulty of assimilating geographically dispersed operations and personnel of the acquired companies;~~
·	~~the potential disruption of~~limiting our ~~ongoing business;~~
·	~~unanticipated expenses related~~ability to ~~such integration;~~
·	the correct assessment of the relative percentages of in-process research and development expense that can be immediately written off as compared to the amount which must be amortized over the appropriate life of the asset;
·	~~the impairment of relationships with employees and customers of either an acquired company or our own business;~~
·	~~the potential unknown liabilities associated with acquired business; and~~
·	~~inability to recover strategic investments in development stage entities.~~incur additional debt on acceptable terms, if at all.

AsAdditionally, if we were to default under our amended credit agreement and were unable to obtain a ~~result~~waiver for such a default, interest on the obligations would accrue at an increased rate and the lenders could accelerate our obligations under the amended credit agreement, however that acceleration will be automatic in the case of ~~such acquisitions, we~~bankruptcy and insolvency events of default. Additionally, our subsidiaries that have ~~significant assets that include goodwill and other purchased intangibles. The testing~~guaranteed the amended credit agreement could be required to pay the full amount of ~~these intangibles~~our obligations under ~~established accounting guidelines for impairment requires significant use of judgment and assumptions. Changes in business conditions could require adjustments to~~ the valuation of these assets. In addition, losses incurred by a company in which we have an investment may have a direct impact on our financial statements or could result in our having to write-down the value of such investment.amended credit agreement. Any such ~~problems in integration or adjustments to~~action on the ~~value~~part of the ~~assets acquired~~lenders against us could harm our ~~growth strategy and have a material adverse effect on our business,~~ financial ~~condition and compliance with debt covenants.~~condition.

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We May Not Be Able to Enter Into or Maintain Important ~~Alliances.~~Alliances

We believe that in certain business opportunities our success will depend on our ability to form and maintain alliances with industry participants, such as Caterpillar, Nikon, and CNH Global. Our failure to form and maintain such alliances, or the pre-emption of such alliances by actions of ~~other~~ competitors or us, will adversely affect our ability to penetrate emerging markets. ~~No assurances can be given that~~If we ~~will not~~ experience problems from current or future alliances ~~or that~~it could harm our operating results and we ~~will~~may not be able to realize value from any such strategic alliances.

~~Page 21~~

We Face Competition in Our ~~Markets.~~Markets Which Could Decrease Our Revenue and Growth Rates or Impair Our Operating Results and Financial Condition

Our markets are highly competitive and we expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the level of customer service, the development of new technology and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition from other GPS, optical and laser suppliers and competition may intensify from various larger USU.S. and ~~non-US~~non-U.S. competitors and new market entrants, ~~some of which may be our current customers.~~particularly from emerging markets such as China and India. The competition in the future may, in some cases, result in price reductions, reduced margins or loss of market share, any of which could ~~materially~~decrease our revenue and ~~adversely affect~~growth rates or impair our ~~business,~~ operating results and financial condition. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide systems and products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales and other resources than we do.

~~We Must Carefully Manage Our Future Growth.~~

Growth in our sales or continued expansion in the scope of our operations could strain our current management, financial, manufacturing and other resources, and may require us to implement and improve a variety of operating, financial and other systems, procedures, and controls. We have recently implemented a new enterprise resource planning software system and we may experience in our financial and order management processing as a result of new procedures. Problems associated with any improvement or expansion of these systems, procedures or controls may adversely affect our operations and these systems, procedures or controls may not be designed, implemented or improved in a cost-effective and timely manner. Any failure to implement, improve and expand such systems, procedures, and controls in a timely and efficient manner could harm our growth strategy and adversely affect our financial condition and ability to achieve our business objectives.

~~We Are Dependent on Retaining and Attracting Highly Skilled Development and Managerial Personnel.~~

Our ability to maintain our competitive technological position will depend, in a large part, on our ability to attract, motivate, and retain highly qualified development and managerial personnel. Competition for qualified employees in our industry and locations is intense, and there can be no assurance that we will be able to attract, motivate, and retain enough qualified employees necessary for the future continued development of our business and products.

We Are Subject to the Impact of Governmental and Other Similar ~~Certifications.~~Certifications and Failure to Obtain the Requisite Certifications Could Harm Our Operating Results

We market certain products that are subject to governmental and similar certifications before they can be sold. For example, CE certification for radiated emissions is required for most GPS receiver and data communications products sold in the European ~~Union.~~community. An inability to obtain such certifications in a timely manner could have an adverse effect on our operating results. Also, some of our products that use integrated radio communication technology require product type certification and some products require an end user to obtain licensing from the ~~Federal Communications Commission (FCC)~~FCC for frequency-band usage. These are secondary licenses that are subject to certain restrictions. An inability or delay in obtaining such certifications or changes to the rules by the FCC could adversely affect our ability to bring our products to market which could harm our customer relationships and ~~have a material adverse effect on~~therefore, our ~~business.~~

~~We Are Subject to the Adverse Impact of Radio Frequency Congestion.~~

We have certain products, such as GPS RTK systems, and surveying and mapping systems that use integrated radio communication technology requiring access to available radio frequencies allocated by the FCC (or the NTIA in the case of federal government users of this equipment) for which the end user is requiredoperating results. Any failure to obtain a license in order to operate their equipment. In addition, access to these frequencies by state agencies is under management by state radio communications coordinators. Some bands are experiencing congestion that excludes their availability for access by state agencies in some states. To reduce congestion, the FCC announced that it will require migration of radio technology from wideband to narrowband operations in these bands. The rules require migration of users to narrowband channels by 2011. In the meantime congestionrequisite certifications could ~~cause FCC coordinators to restrict or refuse licenses. An inability to obtain access to these radio frequencies by end users could have an adverse effect on~~also harm our operating results.

~~Page 22~~

The Volatility of Our Stock Price Could Adversely Affect Your Investment in Our Common ~~Stock.~~Stock

The market price of our common stock has been, and may continue to be, highly volatile. During fiscal ~~2005,~~2008, our stock price ranged from ~~$44.55~~$14.43 to ~~$26.64.~~$41.42, on a post-split basis. We believe that a variety of factors could cause the price of our common stock to fluctuate, perhaps substantially, including:

·	announcements and rumors of developments related to our business or the industry in which we compete;

·	quarterly fluctuations in our actual or anticipated operating results and order levels;

·	general conditions in the worldwide ~~economy, including fluctuations in interest rates;~~economy;

·	~~announcements of technological innovations;~~acquisition announcements;

·	new products or product enhancements by us or our competitors;

·	developments in patents or other intellectual property rights and litigation;

·	developments in our relationships with our customers and suppliers; and

·	any significant acts of ~~terrorism against the United States.~~terrorism.

In addition, in recent years the stock market in general and the markets for shares of "high-tech" companies in particular, have experienced extreme price fluctuations which have often been unrelated to the operating performance of affected companies. Any such fluctuations in the future could adversely affect the market price of our common stock, and the market price of our common stock may decline.

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Changes in Our Effective Tax Rate May Reduce Our Net Income in Future Periods

~~Provisions in Our Charter Documents and Under California Law Could Prevent or Delay a Change~~A number of ~~Control, which Could Reduce the Market Price of Our Common Stock.~~factors may increase our future effective tax rates, including:

~~Certain provisions~~

·	the jurisdictions in which profits are determined to be earned and taxed;

·	the resolution of issues arising from tax audits with various tax authorities;

·	changes in the valuation of our deferred tax assets and liabilities;

·	increases in expense not deductible for tax purposes, including write-offs of acquired in-process

R&D and impairments of goodwill in connection with acquisitions;

·	changes in available tax credits;

·	changes in share-based compensation;

·	changes in tax laws or the interpretation of such tax laws, and changes in generally accepted

accounting principles;

·	the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes; and

·	challenges to the transfer pricing policies related to our global supply chain management structure.

The Company is currently in various stages of multiple year examinations by federal, state, and foreign taxing authorities, including an audit of its 2005 through 2007 tax years by the U.S. Internal Revenue Service (IRS). If the IRS or the taxing authorities of any other jurisdiction were to successfully challenge a material tax position, we could become subject to higher taxes and our ~~articles of incorporation, as amended and restated, our bylaws, as amended and restated, and the California General Corporation Law~~earnings would be adversely affected. In addition, proposals for changes in U.S. tax laws that may be ~~deemed to have an anti-takeover effect and could discourage a third party from acquiring,~~considered or make it more difficult for a third party to acquire, control of us without approval of our board of directors. These provisions could also limit the price that certain investors might be willing to payadopted in the future ~~for shares of our common stock. Certain~~could subject the Company to higher taxes or result in changes to tax law provisions ~~allow the board of directors to authorize the issuance of preferred stock with rights superior to those of the common stock.~~that currently provide favorable tax treatment.

We have adopted a Preferred Shares Rights Agreement, commonly known as a "poison pill." The provisions described above, our poison pill and provisions of the California General Corporation Law may discourage, delay or prevent a third party from acquiring us.

Item 1B1B. Unresolved Staff ~~Comments~~Comments.

None

~~Page 23~~

Item 2~~Properties~~2. Properties.

The following table sets forth the significant real property that we own or ~~lease:~~lease as of February 21, 2009:

Location		Segment(s) served		Size in Sq. Feet		Commitment
Sunnyvale, California		All		160,000		Leased, expiring in 2012 3 buildings
Huber Heights (Dayton), Ohio		Engineering & Construction Field Solutions ~~Distribution~~Mobile Solutions		150,000 57,200 ~~35,600~~55,200		Owned, no encumbrances Leased, expiring in 2011 Leased, ~~month to month~~expiring in 2009
Westminster, Colorado		Engineering & Construction, Field Solutions	~~73,000~~	86,000		Leased, expiring ~~2011~~ ~~2 buildings~~ in 2013
Corvallis, Oregon		Engineering & Construction		20,000 ~~21,000~~38,000		Owned, no encumbrances Leased, expiring ~~2006~~in 2009
Richmond Hill, Canada	~~Portfolio Technologies~~	Advanced Devices		50,200		Leased, expiring ~~2007~~in 2010
Danderyd, Sweden		Engineering & Construction		93,900		Leased, expiring in 2010
Christchurch, New Zealand		Engineering & Construction, Mobile Solutions, Field Solutions		65,000		Leased, expiring in 2010 2 buildings
~~New Carlisle, Ohio~~	~~Engineering & Construction~~Fremont, California (@Road)	~~30,000~~	Mobile Solutions		102,544		Leased, expiring in 2010 2 buildings
Chennai, India (@Road)		Mobile Solutions		37,910		Leased, expiring ~~2013~~
~~Jena, Germany~~	~~Engineering & Construction~~	~~28,700~~	~~Leased, no expiration date~~ ~~12 months notice~~
~~Kaiserslautern, Germany~~	~~Engineering & Construction~~	~~26,000~~	~~Leased, expiring 2010~~
~~Raunheim, Germany~~	~~Sales~~	~~28,700~~	~~Leased, expiring 2011~~in 2012

In addition, we lease a number of smaller offices around the world primarily for sales and manufacturing functions. For financial information regarding obligations under leases, see Note 10 of the Notes to the Consolidated Financial Statements.

* We believe that our facilities are adequate to support current and near-term operations.

Item 33. Legal ~~Proceedings~~Proceedings.

* We are fromFrom time to time, the Company is involved in litigation arising out of the ordinary course of its business. There are no known claims or pending litigation expected to have a ~~party to disputes or litigation incidental to~~material adverse effect on our ~~business. We believe that our ultimate liability as a result of such disputes, if any, would not be material to our overall financial position,~~business, results of operations, ~~or liquidity.~~and financial condition.

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Item 44. Submission of Matters to a Vote of Security ~~Holders~~Holders.

No matters were submitted to a vote of security holders during the fourth quarter of ~~2005.~~

~~Page 24~~

~~PART II~~2008.

PART II

Item 5.Market for Registrant's Common Equity, ~~and~~ Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is traded on the NASDAQ ~~National Market~~ under the symbol "TRMB." The table below sets forth, during the periods indicated, the high and low per share sale prices for our common stock as reported on the ~~NASDAQ National Market.~~NASDAQ.

	2008				2007
	Sales Price				Sales Price
Quarter Ended	High		Low		High		Low
First quarter	$	30.97	$	21.47	$	57.41	$	25.47
Second quarter		41.42		26.09		32.65		26.83
Third quarter		36.34		27.66		41.33		32.24
Fourth quarter		28.04		14.43		43.15		30.40

2005 2004
Sales Price Sales Price
Quarter Ended High Low High Low
First quarter $38.24 $30.04 $28.78 $20.15
Second quarter 41.11 30.07 29.50 22.43
Third quarter 44.55 31.15 32.16 21.55
Fourth quarter 37.96 26.64 34.45 24.56
Stock Repurchase Program

In January 2008, our board of directors authorized a stock repurchase program (“2008 Stock Repurchase Program”), authorizing us to repurchase up to $250 million of Trimble’s common stock under this program. We repurchased approximately 4,243,000 shares of common stock in open market purchases at an average price of $29.67 per share in 2008. The total purchase price of $125.9 million was reflected as a decrease to common stock based on the average stated value per share with the remainder to retained earnings. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes. All common shares repurchased under this program have been retired. As of ~~December 30, 2005,~~January 2, 2009, the 2008 Stock Repurchase Program had remaining authorized funds of $124.1 million. The timing and actual number of future shares repurchased will depend on a variety of factors including price, regulatory requirements, capital availability, and other market conditions. The program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without public notice.

The following table provides information relating to our purchases of equity securities for the fourth quarter of fiscal 2008:

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program

September 27, 2008 – October 31, 2008		-		-		-	$	134,149,431
October 31, 2008 – November 28, 2008		357,617	$	19.35		357,617		127,231,086
November 29, 2008 – January 2, 2009		178,759		17.45		178,759		124,111,572
Total Activities		536,376	$	18.71		536,376

As of February 27, 2009, there were approximately ~~1,044~~961 holders of record of our common stock.

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Dividend Policy

We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this Annual Report on Form 10-K. At this time, we intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Under the existing terms of our credit facility, we are allowed to pay dividends and repurchase shares of our common stock without limitation so long as no default or unmatured default then existed, the leverage ratio for the two most recently completed periods was less than 2.00:1.00 and after giving pro forma effect to such dividend or share repurchase, the leverage ratio will be less than 2.00:1.00. Should the leverage ratio be equal to or greater than 2.00:1.00 without exceeding a leverage ratio of 3.00:1.00, we can pay dividends and repurchase shares of our common stock in any twelve (12) month period, in an aggregate amount equal to fifty percent (50%) of net income (plus, to the extent deducted in determining net income for such period, non-cash expenses in respect of stock options) for the previous ~~twelve month period. Also, we are allowed to spend~~twelve-month period, plus an additional $50 million over the term of the credit facility subject to ~~pay dividends and repurchase shares if we are in~~pro forma compliance with our fixed charge coverage ~~ratio.~~

~~Equity Compensation Plan Information~~

~~The following table sets forth, as of December 30, 2005, the total number of securities outstanding under~~ratio covenant. Otherwise, dividends and share repurchases are restricted by our stock option plans, the weighted average exercise price of such options, and the number of options available for grant under such plans. See Note 15 of the Notes to the Consolidated Financial Statements for a summary of our plans.

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a) (b) (c)
Stock Option Plans 6,413,995 $18.70 1,513,119
Total 6,413,995 $18.70 1,513,119
Credit Agreement.

~~Page~~ 25

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Item 6.Selected Financial Data

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this annual report. Historical results are not necessarily indicative of future results. In particular, because the results of operations and financial condition related to our acquisitions are included in our Consolidated Statements of Income and Consolidated Balance Sheets data commencing on those respective acquisition dates, comparisons of our results of operations and financial condition for periods prior to and subsequent to those acquisitions are not indicative of future results. In February 2007 we acquired @Road, Inc. Please refer to Note 4 to the Consolidated Financial Statements for more information.

December 30, December 31, January 2, January 3, December 28,
As of And For the Fiscal Years Ended 2005 2004 2004 2003 2001
(Dollar in thousands, except per share data)

Revenue $ 774,913 $ 668,808 $ 540,903 $ 466,602 $ 475,292
Gross margin $ 389,805 $ 324,810 $ 268,030 $ 234,432 $ 237,235
Gross margin percentage 50% 49% 50% 50% 50%
Income (loss) from continuing operations (1) $ 84,855 $ 67,680 $ 38,485 $ 10,324 $ (23,492)
Gain on disposal of discontinued operations (net of tax) $ - $ - $ - $ - $ 613
Net income (loss) $ 84,855 $ 67,680 $ 38,485 $ 10,324 $ (22,879)
Per common share:
Income (loss) from continuing operations
- Basic $ 1.59 $ 1.32 $ 0.81 $ 0.24 $ (0.63)
- Diluted $ 1.49 $ 1.23 $ 0.77 $ 0.24 $ (0.63)
Gain on disposal of discontinued operations (net of tax)
- Basic $ - $ - $ - $ - $ 0.01
- Diluted $ - $ - $ - $ - $ 0.01
Net income (loss)
- Basic $ 1.59 $ 1.32 $ 0.81 $ 0.24 $ (0.62)
- Diluted $ 1.49 $ 1.23 $ 0.77 $ 0.24 $ (0.62)
Shares used in calculating basic earnings per share 53,216 51,163 47,505 42,860 37,091
Shares used in calculating diluted earnings per share 56,819 54,948 50,012 43,578 37,091
Cash dividends per share $ - $ - $ - $ - $ -

Total assets $ 743,088 $ 653,978 $ 552,602 $ 447,704 $ 425,475
Non-current portion of long term debt and other liabilities $ 19,474 $ 38,226 $ 85,880 $ 114,051 $ 131,759

	January 2,			December 28,			December 29,			December 30,			December 31,
As of And For the Fiscal Years Ended	2009			2007			2006			2005			2004
(Dollar in thousands, except per share data)

Revenue	$	1,329,234		$	1,222,270		$	940,150		$	774,913		$	668,808
Gross margin	$	649,136		$	612,905		$	461,081		$	389,805		$	324,810
Gross margin percentage		48.8	%		50.1	%		49.0	%		50.3	%		48.6	%
Income from continuing operations	$	141,472		$	117,374		$	103,658		$	84,855		$	67,680
Net income	$	141,472		$	117,374		$	103,658		$	84,855		$	67,680
Per common share (1):
Net income (1)
- Basic	$	1.17		$	0.98		$	0.94		$	0.80		$	0.66
- Diluted	$	1.14		$	0.94		$	0.89		$	0.75		$	0.62
Shares used in calculating basic earnings per share (1)		120,714			119,280			110,044			106,432			102,326
Shares used in calculating diluted earnings per share (1)		124,235			124,410			116,072			113,638			109,896
Cash dividends per share	$	-		$	-		$	-		$	-		$	-

Total assets	$	1,635,016		$	1,539,359		$	983,477		$	749,265		$	657,975
Non-current portion of long term debt and other non-current liabilities	$	213,017		$	116,692		$	28,000		$	19,474		$	38,226

~~(1)~~

~~We have significant intangible assets on our Consolidated Balance Sheets that include goodwill and other purchased intangibles related to acquisitions. At the beginning~~(1)

2-for-1 Stock Split - On January 17, 2007, Trimble’s board of ~~fiscal 2002, we adopted Statement~~directors approved a 2-for-1 split of ~~Financial Accounting Standards No. 141 (“SFAS 141”), Business Combinations, and No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Application~~all outstanding shares of the ~~non-amortization provisions~~Company’s Common Stock, payable February 22, 2007 to stockholders of ~~SFAS 142 significantly reduced amortization expense of purchased intangibles~~record on February 8, 2007. All shares and ~~goodwill~~per share information presented has been adjusted to ~~approximately $8.3 million~~reflect the stock split on a retroactive basis for ~~the fiscal year 2002 from $29.4 million in fiscal year 2001.~~all periods presented.

~~Page~~ 26

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Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under "Risks Factors." We have attempted to identify forward-looking statements in this report by placing an asterisk (*) before paragraphs containing such material.

EXECUTIVE LEVEL OVERVIEW

Trimble’s ~~foundation remains~~focus is on combining positioning ~~technology. We have augmented this~~ technology with wireless communication and application capabilities ~~in order~~ to ~~enable us~~create system-level solutions that enhance productivity and accuracy for our customers. The majority of our markets are end-user markets, including engineering and construction firms, governmental organizations, public safety workers, farmers and companies who must manage fleets of mobile workers and assets. In our Advanced Devices segment, we also provide components to ~~participate in a wider number of markets and~~original equipment manufacturers to ~~play a more central role in those markets. Our efforts to market these technologies can generally be characterized as falling~~incorporate into the categories of either end user markets or component markets. The Engineering and Construction, Field Solutions, and Mobile Solutions segments can be broadly described as end user markets and the Component Technologies and Portfolio Technologies segments can be described as components markets.their products. In the end user markets, we provide a ~~value added solution to the end user. Typically this requires a solution~~system that includes a hardware platform that may contain software and customer support. Some examples of our solutions include products that automate and simplify the process of surveying land, products that automate the utilization of equipment such as tractors and bulldozers, products that enable a company to manage its mobile workforce and assets, and products that allow municipalities to manage their fixed assets. In ~~the components businesses,~~addition, we ~~typically sell to another company that adds significant value and brings the solution to the end user.~~also provide software applications on a stand-alone basis. For example, we provide software for project management on construction sites.

~~The segments constituting~~Solutions targeted at the ~~end user, solutions activities,~~end-user make up ~~over 80%~~a significant majority of our revenue. ~~The critical success factors in these businesses center around attaining a significant~~To create compelling products, we must attain an understanding of the end users’ needs ~~applying~~and work flow, and how location-based technology can enable that end user to work faster, more efficiently, and more accurately. We use this knowledge to create highly innovative products ~~integrating those~~that change the way work is done by the end-user. With the exception of our Mobile Solutions and Advanced Devices segments, our products ~~into an effective system,~~are generally sold through a dealer channel, and ~~establishing~~it is crucial that we maintain a proficient global, third-party ~~distribution.~~distribution channel.

The components businesses require different characteristics to be successful. The customer is typically an OEM, system integrator, or other third party that integrates our components into a system. To satisfy this customer group, our focus is on price, product functionality, and quality. With recent product introductions we have begun to add higher functionality into our products in order to provide greater value and potentially capture higher average selling prices for our offerings. Worldwide applications for the product range from vehicle tracking to remote asset management, including by way of example monitoring and tracking of construction materials, truck trailers and off-road equipment.

~~During 2005 we~~We continued to execute our strategy with a series of actions that can be summarized in four categories.

Reinforcing our position in existing markets

~~Generally, we~~* We believe ~~that our~~these markets provide us with additional, substantial potential for substituting our technology for traditional methods. ~~In 2005 we continued~~We are continuing to develop new products and to strengthen our distribution channels in order to ~~realize~~expand our market opportunity. In our Field Solutions Segment, we introduced the AgGPS EZ-Guide 250 Lightbar Guidance System, GPS Pathfinder ProXRT Receiver, Trimble GeoExplorer 2008 Series and the new Juno™ Series. We announced that the City of Joliet, Illinois Public Utilities Department and the Baton Rouge Water Company in Louisiana selected Trimble’s Fieldport software to enhance utility field operations. In our Engineering and Construction segment, we introduced the Trimble MEP layout solution, Trimble Coastal Center™ Software, and Trimble NetR8™ GNSS Reference Receiver. We also introduced further enhancements to our complete surveying portfolio as part of its Connected Site™ solutions: new models of the Trimble S8 Total Station with options for monitoring and tunneling applications; a new version of Trimble Business Center; a scalable Trimble VX Spatial Station; and improved field to office solutions for German surveyors. In our Mobile Solutions segment, we announced that Carrier Corporation is rolling out Trimble's Mobile Resource Management (MRM) solution within its fleet. All of these ~~opportunities. The acquisitions of Pacific Crest and Apache provided us with additional hardware competencies and applications knowledge. A number of new products like Trimble S6 and machine control~~ products strengthened our competitive position and created new value for the user.

~~Extend~~Extending our position in existing markets through new product categories

* We are utilizing the strength of the Trimble brand in our markets to expand our ~~revenues~~revenue by bringing new products to existing users. ~~A 2005 example was~~In our Field Solutions segment, we introduced Agriculture Manager™ Asset Management System AgGPS EZ-Office™ Software. In our Engineering and Construction segment, we introduced new products, such as a new sensor for the ~~introduction~~Trimble CCS900 Compaction Control System that provides real-time material density information to earthworks operators. We were also chosen to supply Trimble VRS™ technology to establish a nationwide GNSS infrastructure network for Turkey called CORS-TR (Continuous Operating Reference Station-Turkey or TUSAGA AKTIF) and the Republic of ~~Ag GPS Steer System.~~Croatia called the CROatian POsitioning System (CROPOS). We launched Trimble VRS Now™ Service in Madrid, Spain and in the state of Florida to provide surveyors, civil engineers and geospatial professionals in the area with instant access to real-time kinematic (RTK) GNSS corrections without the need for a base station. These are all examples of bringing new products to existing markets.

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~~Bring~~Bringing existing technology to new markets

* We continue to reinforce our position in existing markets and ~~positioned~~position ourselves in newer markets that will serve as important sources of future growth. Our efforts in Africa, China, India, ~~Russia, Korea~~the Middle-East and ~~Eastern Europe all~~Russia reflected improving financial ~~results,~~results. We announced a GPS software technology licensing agreement with ~~the promise of more~~Marvell, a leader in the ~~future.~~development of storage, communications and consumer silicon. The licensing agreement will enable Marvell to provide customers with comprehensive GPS solutions based on innovative architectures that are tailored for high performance and low overall system power consumption.

~~Entered completely~~Entering new ~~markets~~market segments

* ~~In fiscal 2005~~During 2008 we acquired ~~Advanced Public Safety, Inc. (APS), a software development company~~companies, technologies or introduced new product categories that ~~provides mobile~~have allowed us to enter new market segments. In our Engineering and handheld software products used by law enforcement, fire-rescue and other public safety agencies. With this acquisition, we plan to leverage our rugged mobile computing devices and fleet management systems to provide complete mobile resource solutions for the public safety industry. The APS acquisition opens up a new vertical

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Construction segment, ~~in which we can offer public safety agencies complete mobile computing and resource management solutions. In addition,~~ we acquired ~~MobileTech~~two accessory companies, Crain and SECO, whose products complement our existing construction product offerings. Additionally, we acquired three companies, Géo-3D, RolleiMetric and Toposys, which through new product offerings, expand the emerging Geospatial markets. In our Field Solutions ~~Inc., a provider of field workforce automation solutions~~segment, we acquired TruCount and ~~that has a leading~~Rawson Control Systems, which through new products, expand our agricultural market ~~position in~~segment. We also acquired the ~~direct store delivery (DSD) market. We expect the MobileTech Solutions acquisition to extend~~FastMap and GeoSite software assets from Korec, which expand our ~~portfolio of fleet management and field workforce applications.~~ GIS solutions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our accounting policies are more fully described in Note 2 of the Notes to the Consolidated Financial Statements. The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements. We consider the accounting polices described below to be our critical accounting polices. These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements, and actual results could differ materially from the amounts reported based on these policies.

Revenue Recognition

We recognize revenue in accordance with US GAAP. The accounting rules related to revenue recognition are complex and are impacted by interpretations of the rules and an understanding of industry practices, both of which are subject to change.

We recognize product revenue when persuasive evidence of an arrangement exists, ~~delivery~~shipment has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. In instances where final acceptance of the product is specified by the customer or is uncertain, revenue is deferred until all acceptance criteria have been met. ~~Revenue is reduced by a sales return reserve as described under “Allowance for Doubtful Accounts and Sales Returns.”~~

Contracts ~~and~~and/or customer purchase orders are ~~generally~~ used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

Revenue for orders is not recognized until the product is shipped and title has transferred to the buyer. We bear all costs and risks of loss or damage to the goods up to that point. Our shipment terms for USU.S. orders and international orders fulfilled from our European distribution center ~~are~~ typically ~~FCA (Free Carrier) shipping point, except certain sales~~provide that title passes to ~~US government agencies which are shipped FOB destination. FCA shipping point means that we fulfill~~ the ~~obligation to deliver when~~buyer upon delivery of the goods ~~are handed over, cleared for export, and into the charge of~~to the carrier named by the buyer at the named place or point. If no precise point is indicated by the buyer, we may choose within the place or range stipulated where the carrier will take the goods into carrier’s charge.

Other ~~international orders are shipped FOB destination, which means these international orders are not recognized as revenue until the product is delivered and~~shipment terms may provide that title ~~has transferred~~passes to the buyer ~~or FCA shipping point. FOB destination means that we bear all costs and risks~~upon delivery of ~~loss or damage~~the goods to the buyer. Shipping and handling costs are included in the cost of goods ~~up to that point.~~sold.

Revenue to distributors and resellers is recognized upon ~~delivery,~~shipment, assuming all other criteria for revenue recognition have been met. Distributors and resellers do not have a right of return.

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Revenue from purchased extended warranty and support agreements is deferred and recognized ratably over the term of the warranty/support period.

We present revenue net of sales taxes and any similar assessments.

We apply Statement of Position (SOP) No. 97-2, “Software Revenue Recognition,” to products where the embedded software is more than incidental to the functionality of the hardware. This determination requires significant judgment including a consideration of factors such as marketing, research and development efforts and any post-customer contract support (PCS) relating to the embedded software.

Our software arrangements generally consist of a perpetual license fee and PCS. We have established vendor-specific objective evidence (VSOE) of fair value for our PCS contracts based on renewal rates. The remaining value of the software arrangement is allocated to the license fee using the residual method. License revenue is primarily recognized when the software has been delivered and there are no remaining obligations. Revenue from PCS is recognized ratably over the term of the PCS agreement.

We apply EITF Issue 00-3, "Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entity's Hardware," for hosted arrangements which the customer does not have the contractual right to take possession of the software at any time during the hosting period without incurring a significant penalty and it is not feasible for the customer to run the software either on its own hardware or on a third-party’s hardware. Subscription revenue related to our hosted arrangements is recognized ratably over the contract period. Upfront fees for our hosted solution primarily consist of amounts for the in-vehicle enabling hardware device and peripherals, if any. For upfront fees relating to proprietary hardware where the firmware is more than incidental to the functionality of the hardware in accordance with SOP No. 97-2, “Software Revenue Recognition,” we defer the upfront fees at installation and recognize them ratably over the minimum service contract period, generally one to five years. Product costs are also deferred and amortized over such period.

In accordance with ~~Emerging Issues Task Force (EITF)~~EITF Issue 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables,” when a non-software sale involves multiple elements the entire fee from the arrangement is allocated to each respective element based on its relative fair value and recognized when revenue recognition criteria for each element ~~are~~is met.

Software revenue is recognized in accordance with Statement of Position (SOP) No. 97-2, “Software Revenue Recognition” and Statement of Position (SOP) No. 98-9, “Modification of SOP 97-2.” Our software arrangements generally consist of a perpetual license fee and post-contract customer support (PCS). We have established vendor-specific objective evidence (VSOE) of fair value for our PCS contracts based on the renewal rate. The remaining value of the software arrangement is allocated to the license fee using the residual method, and revenue is primarily recognized when the software has been delivered and there are no remaining obligations. Revenue from PCS is recognized ratably over the term of the PCS agreement.

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Allowance for Doubtful Accounts and Sales Returns

Our accounts receivable balance, net of allowance for doubtful accounts and sales returns reserve, was ~~$145.1~~$204.3 million as of January 2, 2009, as compared with $239.9 million as of December ~~30, 2005, compared with $123.9 million as of December 31, 2004.~~28, 2007. The allowance for doubtful accounts ~~as of December 30, 2005~~ was ~~$5.2~~$6.0 million ~~compared with $9.0~~and $5.2 million as of January 2, 2009 and December ~~31, 2004. We make ongoing assumptions relating to the collectibility of our accounts receivable in our calculation of the allowance for doubtful accounts.~~28, 2007, respectively. We evaluate ~~the~~ongoing collectibility of our trade accounts receivable based on a number of factors such as age of the accounts receivable balances, credit quality, historical experience, and current economic conditions that may affect a customer’s ability to pay. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, a specific allowance for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.

A reserve for sales returns is established based on historical trends in product return rates experienced in the ordinary course of business. The reserve for sales returns as of ~~December 30, 2005~~January 2, 2009 and December ~~31, 2004 included $1.5~~28, 2007 was $1.8 million and ~~$2.2~~$1.7 million, respectively, for estimated future returns that were recorded as a reduction of our accounts receivable and revenue. If the actual future returns were to deviate from the historical data on which the reserve had been established, our revenue could be adversely affected.

Inventory Valuation

Our inventories, net balance was ~~$107.9~~$160.9 million as of January 2, 2009 as compared with $143.0 million as of December ~~30, 2005, compared with $87.7 million as of December 31, 2004.~~28, 2007. Our inventory allowances as of ~~December 30, 2005~~January 2, 2009 were ~~$23.2~~$29.8 million, as compared with ~~$26.2~~$29.6 million as of December ~~31, 2004.~~28, 2007. Our ~~inventory is recorded~~inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or ~~market (net~~market. Adjustments to reduce the cost of inventory to its net realizable ~~value). We generally use a standard cost accounting system to~~ value, ~~inventory and these standards~~if required, are reviewed a minimum of once a year and multiple times a year in our most active manufacturing plants. We perform an in depth excess and obsolete analysis of our inventory based upon assumptions about future demand and current market conditions. We adjust the inventory value based onmade for estimated excess, obsolescence, or impaired balances. Factors influencing these adjustments include decline in demand, technological changes, product life cycle and ~~obsolete inventories determined primarily by future demand forecasts.~~development plans, component cost trends, product pricing, physical deterioration, and quality issues. If actual ~~future demand or market conditions~~factors are less favorable than those projected by us, additional inventory write-downs may be required.

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Income Taxes

~~Judgments and estimates occur in the calculation of income tax and deferred tax assets and liabilities.~~

Income taxes are accounted for under the liability method whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not ~~that~~ such assets will not be realized.

~~The~~Our valuation allowance ~~decreased by $7.1 million in fiscal 2005, $21.8 million in fiscal 2004~~is attributable to, primarily, acquisition related net operating loss and ~~$13.1 million in fiscal 2003. Approximately, $1.2 million, $8.0 million~~research and ~~$14.1 million of the valuation allowance at December 30, 2005, December 31, 2004~~development credit carryforwards. Management believes that it is more likely than not that we will not realize these deferred tax assets, and, ~~January 2, 2004 respectively relate to the tax benefit of stock option deduction, which will be credited to equity if and when realized. In evaluating the need for~~accordingly, a valuation allowance ~~we consider future taxable~~has been provided for such amounts. When SFAS 141(R), “Business Combinations”, becomes effective, any valuation allowance adjustment associated with an acquisition that closed prior to January 3, 2009 (and after the measurement period) will be recorded through income ~~resolution of~~ tax ~~uncertainties and prudent and feasible tax planning strategies.~~

~~Goodwill Impairment~~expense whereas the current accounting treatment (under SFAS 141) would require any adjustment to be recognized through the purchase price.

Goodwill ~~as of December 30, 2005 was $286.1 million, compared with $259.5 million as of December 31, 2004. We performed goodwill impairment tests at~~and Purchased Intangible Assets

Goodwill represents the ~~end~~excess of the ~~fiscal third quarter~~purchase price over the fair value of ~~2005~~the net tangible, identifiable intangible assets, and ~~2004~~in-process research and development acquired in a business combination. Intangible assets acquired individually, with a group of other assets, or in a business combination are recorded at fair value. Identifiable intangible assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog and trademarks. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method, reflecting the pattern of economic benefits associated with these assets, and have estimated useful lives ranging from one to twelve years with a weighted average useful life of 6.5 years. Goodwill is not subject to amortization, but is subject to at least an annual assessment for ~~each reporting unit~~impairment, applying a fair-value based test.

Impairment of Goodwill, Intangible Assets and ~~found there was no impairment of our goodwill.~~ Other Long-Lived Assets

We ~~will continue to~~ evaluate ~~our~~ goodwill, ~~for impairment~~at a minimum, on an annual basis ~~at the end of each fiscal third quarter~~ and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable.

The ~~process~~annual goodwill impairment testing is performed in the fourth fiscal quarter of ~~evaluating the potential~~each year. Goodwill is reviewed for impairment utilizing a two-step process. First, impairment of goodwill is ~~subjective and requires significant assumptions. For goodwill, the annual impairment evaluation includes a comparison of the carrying value of~~tested at the reporting unit

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~~(including goodwill) to that reporting unit’s fair value. If the reporting unit’s estimated fair value exceeds~~ level by comparing the reporting unit’s carrying ~~value, no impairment of~~amount, including goodwill, ~~exists. If~~to the fair value of the reporting ~~unit does not exceed~~unit. The fair values of the ~~unit’s~~reporting units are estimated using a discounted cash flow approach. If the carrying ~~value, then an additional analysis is performed to allocate the fair value~~amount of the reporting unit exceeds its fair value, a second step is performed to ~~all~~measure the amount of impairment loss, if any. In step two, the ~~assets and liabilities of that unit as if that unit had been acquired in a business combination and the~~implied fair value of ~~the unit was the purchase price. If~~goodwill is calculated as the excess of the fair value of ~~the~~a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of ~~the identifiable assets and liabilities~~goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment ~~charge is recorded for the difference.~~

We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or a material negative change in our relationships with significant customers.

~~Accounting for Long-Lived Assets Including Intangibles Subject to Amortization~~loss.

Depreciation and amortization of ~~our~~the intangible assets and other long-lived assets is provided using the straight-line ~~methods~~method over their estimated useful ~~lives.~~lives, reflecting the pattern of economic benefits associated with these assets. Changes in circumstances such as ~~the passage of new laws or changes in regulations,~~ technological advances, changes to our business model, or changes in the capital strategy could result in the actual useful lives of intangible assets or other long-lived assets differing from initial estimates. In those cases where we determine that the useful life of ~~a long-lived~~an asset should be revised, ~~we will depreciate~~ the net book value in excess of the estimated residual value will be expensed and the residual value is depreciated over its revised remaining useful life. ~~Factors such as changes in the planned use of equipment, customer attrition, contractual amendments, or mandated regulatory requirements could result in shortened useful lives.~~

~~Long-lived~~These assets ~~and asset groups~~ are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be ~~recoverable.~~recoverable based on their future cash flows. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. ~~Long-lived~~The assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair ~~value in the period in which the determination is made.~~value.

Warranty Costs

The liability for product warranties was ~~$7.5~~$13.3 million as of January 2, 2009, as compared with $10.8 million as of December 30, 2005, compared with $6.4 million as of December 31, 2004. (See Note 2 of the Notes to the Consolidated Financial Statements for further information regarding our warranty liability.) The warranty periods for our products are generally between one and three years. Selected military programs may require extended warranty periods up to 5.5 years and certain Nikon products have a five year warranty period.28, 2007. We accrue for warranty costs as part of ~~our~~ cost of sales based on associated material product costs, technical support labor costs, and costs incurred by third parties performing ~~warranty~~ work on our behalf. Our expected future cost is primarily estimated based upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment. The products sold are generally covered by a warranty for periods ranging from 90 days to three years, and in some instances up to 5.5 years.

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CONSOLIDATED STATEMENTS OF INCOME

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(in thousands, except per share amounts)

Revenue (1) $ 774,913 $ 668,808 $ 540,903
Cost of sales (1) 385,108 343,998 272,873
Gross margin 389,805 324,810 268,030

Operating expenses
Research and development 84,276 77,558 67,641
Sales and marketing 120,215 108,054 97,870
General and administrative 52,137 44,694 39,253
Restructuring charges 278 552 2,019
Amortization of purchased intangible assets 6,855 8,327 7,312
In-process research and development 1,100 - -
Total operating expenses 264,861 239,185 214,095
Operating income 124,944 85,625 53,935
Non-operating income (expense), net
Interest income 836 436 465
Interest expense (2,331) (3,888) (11,938)
Foreign currency transaction gain (loss), net 1,022 (859) (592)
Expenses for affiliated operations, net (291) (7,590) (6,403)
Other income 608 1,200 118
Total non-operating expense, net (156) (10,701) (18,350)
Income before taxes 124,788 74,924 35,585
Income tax provision (benefit) 39,933 7,244 (2,900)
Net income $ 84,855 $ 67,680 $ 38,485

Basic earnings per share $ 1.59 $ 1.32 $ 0.81
Shares used in calculating basic earnings per share 53,216 51,163 47,505

Diluted earnings per share $ 1.49 $ 1.23 $ 0.77
Shares used in calculating diluted earnings per share 56,819 54,948 50,012

	January 2,		December 28,		December 29,
	2009		2007		2006
(In thousands, except per share data)

Revenue (1)	$	1,329,234	$	1,222,270	$	940,150
Cost of sales (1)		680,098		609,365		479,069
Gross margin		649,136		612,905		461,081

Operating expense
Research and development		148,265		131,468		103,840
Sales and marketing		196,290		186,495		143,623
General and administrative		94,023		92,572		68,416
Restructuring charges		2,722		3,025		-
Amortization of purchased intangible assets		22,376		18,966		7,906
In-process research and development		-		2,112		1,930
Total operating expense		463,676		434,638		325,715
Operating income		185,460		178,267		135,366
Non-operating income (expense), net
Interest income		2,044		3,502		3,799
Interest expense		(2,760)		(6,602)		(558)
Foreign currency transaction gain (loss), net		1,509		(1,351)		1,719
Income from joint ventures		7,981		8,377		6,989
Minority interests in consolidated subsidiaries		540		-		-
Other income (expense), net		(2,812)		1,563		777
Total non-operating income (expense), net		6,502		5,489		12,726
Income before taxes		191,962		183,756		148,092
Income tax provision		50,490		66,382		44,434
Net income	$	141,472	$	117,374	$	103,658

Basic earnings per share	$	1.17	$	0.98	$	0.94
Shares used in calculating basic earnings per share		120,714		119,280		110,044

Diluted earnings per share	$	1.14	$	0.94	$	0.89
Shares used in calculating diluted earnings per share		124,235		124,410		116,072

(1) Sales to ~~related parties~~Caterpillar Trimble Control Technologies Joint Venture (CTCT) and Nikon-Trimble Joint Venture (Nikon-Trimble) were ~~$9.1~~$27.0 million, ~~$7.6~~$24.1 million and ~~$4.0~~$22.3 million in fiscal ~~2005, 2004~~2008, 2007 and ~~2003,~~2006, respectively, ~~while~~with associated cost of sales ~~to those related parties were $4.0~~of $21.5 million, ~~$3.8~~$17.0 million and ~~$1.9~~$13.9 million for fiscal 2008, 2007 and 2006, respectively. In addition, cost of sales associated with CTCT net inventory purchases was $21.4 million, $25.1 million and $19.5 million in fiscal ~~2005, 2004~~2008, 2007 and ~~2003,~~2006, respectively. See Note 5 to these Consolidated Financial Statements regarding joint ventures for ~~a discussion of related parties.~~further discussion.

See accompanying Notes to the Consolidated Financial Statements.

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CONSOLIDATED ~~STATEMENT~~STATEMENTS OF SHAREHOLDERS’ EQUITY

Common stock Accumulative
Retained Other Total
Earnings Comprehensive Shareholders'
Shares Amount (Deficit) Income/(Loss) Equity
(in thousands)

Balance at January 3, 2003 43,965 $ 225,872 $ (23,495) $ (1,026) $ 201,351
Components of comprehensive income:
Net income 38,485 38,485
Loss on interest rate swap (7) (7)
Unrealized gain on investments 74 74
Foreign currency translation adjustments 31,198 31,198
Total comprehensive income 69,750
Issuance of common stock in connection with acquisitions and joint venture, net 1,282 25,795 25,795
Issuance of common stock under employee plans and exercise of warrants 1,593 13,929 13,929
Issuance of warrants 836 836
Issuance of common stock in private placement 3,148 36,583 36,583
Balance at January 2, 2004 49,988 303,015 14,990 30,239 348,244
Components of comprehensive income:
Net income 67,680 67,680
Loss on interest rate swap 106 106
Unrealized loss on investments (6) (6)
Foreign currency translation adjustments, net of tax 14,025 14,025
Total comprehensive income 81,805
Issuance of common stock in connection with acquisitions, net 294 899 899
Issuance of common stock under employee plans and exercise of warrants 1,930 26,805 26,805
Tax benefit from stock option exercises 14,408 14,408
Balance at December 31, 2004 52,213 345,127 82,670 44,364 472,161
Components of comprehensive income:
Net income 84,855 84,855
Loss on interest rate swap (106) (106)
Unrealized loss on investments (34) (34)
Foreign currency translation adjustments, net of tax (24,690) (24,690)
Total comprehensive income 60,025
Issuance of common stock in connection with acquisitions, net 10 -
Issuance of common stock under employee plans and exercise of warrants 1,687 24,582 24,582
Tax benefit from stock option exercises 14,487 14,487
Balance at December 30, 2005 53,910 $ 384,196 $ 167,525 $ 19,534 $ 571,255

										Accumulative
										Other			Total
	Common stock						Retained			Comprehensive			Shareholders'
	Shares			Amount			Earnings			Income/(Loss)			Equity
(In thousands)

Balance at December 30, 2005	$	107,820		$	384,196		$	167,525		$	19,534		$	571,255
Components of comprehensive income:
Net income								103,658						103,658
Unrealized loss on investments											4			4
Foreign currency translation adjustments, net of tax											21,709			21,709
Total comprehensive income														125,371
Adjustment to initially apply FASB Statement No. 158, net of tax											(136	)		(136	)
Issuance of common stock in connection with acquisitions and joint venture, net		52												-
Issuance of common stock under employee plans and exercise of warrants		3,846			26,781									26,781
Stock based compensation					12,705									12,705
Tax benefit from stock option exercises					11,689									11,689
Balance at December 29, 2006		111,718		$	435,371		$	271,183		$	41,111		$	747,665
Components of comprehensive income:
Net income								117,374						117,374
Unrealized loss on investments											(33	)		(33	)
Foreign currency translation adjustments, net of tax											18,655			18,655
Unrecognized actuarial loss											(13	)		(13	)
Total comprehensive income														135,983
Issuance of common stock in connection with acquisitions and joint venture, net		5,876			163,678									163,678
Issuance of common stock under employee plans and exercise of warrants		4,002			31,913									31,913
Stock based compensation					15,099									15,099
Tax benefit from stock option exercises					14,637									14,637
Minority interest					51									51
Balance at December 28, 2007	$	121,596		$	660,749		$	388,557		$	59,720		$	1,109,026
Components of comprehensive income:
Net income								141,472						141,472
Unrealized loss on investments											(392	)		(392	)
Foreign currency translation adjustments, net of tax											(31,722	)		(31,722	)
Unrecognized actuarial gain											43			43
Total comprehensive income														109,401
Issuance of common stock under employee plans and exercise of warrants		1,698			22,804									22,804
Stock repurchase		(4,243	)		(23,780	)		(102,108	)					(125,888	)
Stock based compensation					16,293									16,293
Tax benefit from stock option exercises					8,765									8,765
Balance at January 2, 2009		119,051		$	684,831		$	427,921		$	27,649		$	1,140,401

See accompanying Notes to the Consolidated Financial Statements.

~~Page 45~~48

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CONSOLIDATED STATEMENTS OF CASH FLOWS

	January 2,			December 28,			December 29,
Fiscal Years Ended	2009			2007			2006
(In thousands)

Cash flows from operating activities:
Net income	$	141,472		$	117,374		$	103,658
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		19,047			17,212			13,523
Amortization		45,066			38,744			13,259
Provision for doubtful accounts		2,709			1,410			163
Amortization of debt issuance cost		169			218			180
Deferred income taxes		(17,356	)		6,368			10,368
Non-cash restructuring expense		-			1,725			-
Stock-based compensation		16,166			15,016			12,571
In-process research and development		-			2,112			1,930
Equity gain from joint ventures		(7,981	)		(8,377	)		(6,989	)
Excess tax benefit for stock-based compensation		(5,970	)		(12,409	)		(8,761	)
Provision for excess and obsolete inventories		4,426			4,352			7,376
Other		(348	)		651			720
Add decrease (increase) in assets:
Accounts receivable		33,414			(35,696	)		(12,185	)
Other receivables		(7,422	)		4,825			(51	)
Inventories		(16,461	)		(18,678	)		(7,588	)
Other current and non-current assets		779			7,650			(18,936	)
Add increase (decrease) in liabilities:
Accounts payable		(20,898	)		(3,521	)		(4,487	)
Accrued compensation and benefits		(12,487	)		1,691			7,807
Accrued liabilities		3,183			(4,635	)		9,790
Deferred revenue		(1,320	)		32,400			3,263
Income taxes payable		(114	)		18,553			10,232
Net cash provided by operating activities		176,074			186,985			135,843

Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		(115,137	)		(295,848	)		(99,887	)
Acquisition of property and equipment		(16,196	)		(13,187	)		(16,529	)
Purchase of debt and equity securities		-			(5,576	)		-
Proceeds from dividends		10,648			2,888			2,244
Capital infusion from minority investor		4,200			-			-
Other		(5,211	)		331			(16	)
Net cash used in investing activities		(121,696	)		(311,392	)		(114,188	)

Cash flows from financing activities:
Issuance of common stock and warrants		22,802			31,864			26,566
Excess tax benefit for stock-based compensation		5,970			12,409			8,761
Repurchase and retirement of common stock		(125,888	)		-			-
Proceeds from long-term debt and revolving credit lines		151,000			250,000			-
Payments on long-term debt and revolving credit lines		(60,314	)		(190,457	)		-
Other		(11	)		-			(1,165	)
Net cash provided by (used in) financing activities		(6,441	)		103,816			34,162

Effect of exchange rate changes on cash and cash equivalents		(3,608	)		(5,828	)		(49	)

Net increase (decrease) in cash and cash equivalents		44,329			(26,419	)		55,768
Cash and cash equivalents, beginning of fiscal year		103,202			129,621			73,853
Cash and cash equivalents, end of fiscal year	$	147,531		$	103,202		$	129,621

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(In thousands)

Cash flows from operating activities:
Net income $ 84,855 $ 67,680 $ 38,485
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 10,671 8,874 8,864
Amortization 7,020 8,510 7,916
Provision for doubtful accounts (502) 1,210 (32)
Deferred gain on joint venture (9,180) (665) (947)
Amortization of debt issuance cost 1,270 487 3,515
Deferred income taxes 14,242 (1,482) (6,532)
In-process research and development 1,100 - -
Other (466) (21) 2,533
Decrease (increase) in assets and liabilities:
Accounts receivable, net (19,017) (17,245) (13,944)
Deferred revenues 2,406 1,619 1,650
Other receivables (2,108) 2,231 (4,389)
Inventories, net (17,888) (15,529) (4,862)
Other current and non-current assets (2,294) (69) (792)
Accounts payable 1,078 14,668 (6,387)
Accrued compensation and benefits 3,408 4,847 6,723
Accrued liabilities 6,232 (1,757) (6,437)
Income taxes payable 12,054 1,218 4,201
Net cash provided by operating activities 92,880 74,576 29,565

Cash flows from investing activities:
Acquisition of property and equipment (23,436) (12,750) (10,901)
Proceeds from sale of assets - 546 334
Cost of acquisitions, net of cash acquired (51,379) (11,388) (6,606)
Cost of joint venture and equity investments - (1,500) (4,810)
Costs of capitalized patents (103) (41) (670)
Net cash used in investing activities (74,918) (25,133) (22,653)

Cash flows from financing activities:
Issuance of common stock and warrants 24,463 26,805 50,514
Collection of notes receivable 385 271 1,326
Proceeds from long-term debt and revolving credit lines 6,000 14,000 138,288
Payments on long-term debt and revolving credit lines (44,250) (65,235) (190,074)
Net cash provided by (used in) financing activities (13,402) (24,159) 54

Effect of exchange rate changes on cash and cash equivalents (2,579) 1,172 9,771

Net increase in cash and cash equivalents 1,981 26,456 16,737
Cash and cash equivalents, beginning of fiscal year 71,872 45,416 28,679
Cash and cash equivalents, end of fiscal year $ 73,853 $ 71,872 $ 45,416

See accompanying Notes to the Consolidated Financial Statements.

~~Page 46~~49

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: DESCRIPTION OF BUSINESS

Trimble Navigation Limited (Trimble or the Company) began operations in 1978 and incorporated in California in 1981. ~~Trimble~~The Company provides ~~advanced~~ positioning product solutions, most typically to commercial and government users. The principal applications served include surveying, construction, agriculture, ~~machine guidance, asset~~urban and ~~fleet~~resource management, military, transportation and ~~telecommunications infrastructure.~~telecommunications. The Company’s products typically provide its customers benefits that can include lower operational costs, higher productivity, and ~~higher productivity.~~improved quality. Examples of products include systems that guide agricultural and construction equipment, surveying instruments, systems that track fleets of vehicles, and data collection systems that enable the management of large amounts of ~~geo referenced~~geo-referenced information. In addition, the Company also manufactures components for ~~in vehicle~~in-vehicle navigation and telematics systems, and timing modules used in the synchronization of wireless networks.

NOTE 2: ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in ~~conformity~~accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for ~~revenue recognition,~~ allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairments, stock-based compensation, and income taxes among others. ~~The~~Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results ~~experienced by the Company~~ may differ materially from management’s estimates.

Basis of Presentation

~~Trimble~~The Company has a 52-53 week fiscal year, ~~that ends~~ending on the Friday nearest to December 31. Fiscal ~~2005,~~2008 was a 53-week year and ended on January 2, 2009. Fiscal 2007 and fiscal 2006 were both 52-week years, and ended on December ~~30, 2005~~28, 2007 and December 29, 2006, respectively. Unless otherwise stated, all dates refer to the Company’s fiscal ~~2004 and fiscal 2003, 52-week years, ended on December 31, 2004 and January 2, 2004, respectively.~~year.

These Consolidated Financial Statements include the results of ~~Trimble~~the Company and its majority-owned subsidiaries. Inter-company accounts and transactions have been eliminated. ~~Certain amounts from prior years have been reclassified to conform to~~Minority interests in consolidated subsidiaries represent the ~~current year presentation.~~

~~In 2005~~minority shareholders’ proportionate share of the ~~Company revised its statements~~net assets and results of ~~cash flows for 2004 and 2003. The changes relate to~~operations of the Company’s ~~classification~~majority-owned subsidiaries.

On January 17, 2007, the Company’s board of directors approved a 2-for-1 split of all outstanding shares of the ~~foreign exchange impact~~Company’s Common Stock, payable February 22, 2007 to stockholders of record on ~~its cash~~February 8, 2007. All shares and ~~cash equivalents that was erroneously included in cash flows from operations. These corrections have~~per share information presented has been ~~made retrospectively modifying~~adjusted to reflect the ~~presentation~~stock split on a retroactive basis for 2004 and 2003. The changes resulted in an increase to cash flows from operations of $1.5 million and a decrease of $6.9 million in 2004 and 2003, respectively. These revisions to the statements of cash flows had no impact on the Company’s cash and cash equivalents, balance sheet, or income statement.all periods presented.

Foreign Currency Translation

Assets and liabilities of non-U.S. subsidiaries that operate in local currencies are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income. Income and expense accounts are translated at average exchange rates during the year. Where the U.S. dollar is the functional currency, translation adjustments are recorded in foreign currency transaction adjustments,income, net of tax in accumulated other comprehensive income within the shareholders’ equity section of the ~~consolidated balance sheets.~~Consolidated Balance Sheets. Income and expense accounts are translated at average exchange rates during the year.

Cash and Cash Equivalents

Cash and cash equivalents include all cash and highly liquid investments with insignificant interest rate risk and maturities of three months or less at the date of purchase. The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.

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Fair Value of Financial Instruments

The fair value of certain of the Company’s financial instruments, including cash and cash equivalents, and other accrued liabilities approximate cost because of their short maturities. The fair value of investments is determined using quoted market prices for those securities or similar financial instruments.

~~Page 47~~

Concentration of Risk

Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal credit risk.

The Company is also exposed to credit risk in the Company’s trade receivables, which are derived from sales to end user customers in diversified industries as well as various resellers. ~~Trimble~~The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally does not require collateral.

With the selection of ~~Solectron~~Flextronics Corporation in August 1999 as an exclusive manufacturing partner for many of its GPS products, ~~Trimble~~the Company became ~~substantially~~ dependent upon a sole supplier for the manufacture of many of its products. In addition, the Company relies on sole suppliers for a number of its critical components.

Allowance for Doubtful Accounts

~~Trimble~~The Company maintains ~~allowances~~an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.

~~Trimble~~The Company evaluates the ongoing collectibility of its trade accounts receivable based on a number of factors such as age of the accounts receivable balances, credit quality, historical experience, and current economic conditions that may affect a customer’s ability to pay. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, a specific allowance for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount ~~Trimble~~that the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.

Inventories

Inventories are stated at the lower of standard cost ~~or market (net realizable value). Standard costs approximate~~(which approximates actual ~~costs, which are generally~~cost on a first-in, first-out ~~basis. The Company uses a standard~~basis) or market. Adjustments to reduce the cost ~~accounting system~~of inventory to its net realizable value, ~~inventory~~if required, are made for estimated excess, obsolescence or impaired balances. Factors influencing these adjustments include declines in demand, technological changes, product life cycle and ~~these standards are reviewed at a minimum of once a year~~development plans, component cost trends, product pricing, physical deterioration and ~~multiple times a year in the most active manufacturing plants. The Company provides inventory allowances based on excess and obsolete inventories determined primarily by future demand forecasts.~~quality issues. If actual ~~future demand or market conditions~~factors are less favorable than those projected by ~~management,~~us, additional inventory write-downs may be required.

Internal-Use Software Development Costs

The Company capitalizes material software development costs for internal use pursuant to Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”

Goodwill and Purchased Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net tangible, identifiable intangible assets, and ~~Long-Lived Assets~~

in-process research and development acquired in a business combination. Intangible assets ~~include goodwill,~~acquired individually, with a group of other assets, or in a business combination are recorded at fair value. Identifiable intangible assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog and ~~trademarks which~~trademarks. Identifiable intangible assets are ~~capitalized at cost. Intangible assets with definite lives are~~being amortized onover the period of estimated benefit using the straight-line ~~basis. Useful~~method, reflecting the pattern of economic benefits associated with these assets, and have estimated useful lives ~~generally range~~ranging from ~~three~~one to ~~seven~~twelve years with a weighted average useful life of ~~5.2~~6.5 years.

~~If facts and circumstances indicate that intangible assets or property and equipment may be impaired, an evaluation of continuing value would be performed. If an evaluation~~ Goodwill is ~~required, the estimated future undiscounted cash flows associated with these assets would be compared~~not subject to ~~their carrying amount~~amortization, but is subject to ~~determine if a write-down to fair market value or discounted cash flow value is required. Trimble performed~~at least an annual assessment for impairment, ~~test~~applying a fair-value based test.

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Impairment of Goodwill, Intangible Assets and Other Long-Lived Assets

The Company evaluates goodwill, at ~~the end of the third fiscal quarter of 2005, 2004 and 2003, respectively, and found there was no impairment of goodwill. Trimble will continue to evaluate its goodwill for impairment~~a minimum, on an annual basis ~~at the end of each fiscal third quarter~~ and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company performs its annual goodwill impairment testing in the fourth fiscal quarter of each year. Goodwill is reviewed for impairment utilizing a two-step process. First, impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment loss, if any. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss.

~~Revenue Recognition~~Depreciation and amortization of the Company’s intangible assets and other long-lived assets is provided using the straight-line method over their estimated useful lives, reflecting the pattern of economic benefits associated with these assets. Changes in circumstances such as technological advances, changes to the Company’s business model, or changes in the capital strategy could result in the actual useful lives differing from initial estimates. In those cases where the Company determines that the useful life of an asset should be revised, the Company will depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. These assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. The assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value.

~~Trimble’s revenues are recorded in accordance with the Securities and Exchange Commission’s (SEC) Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition.”~~ Revenue Recognition

The Company recognizes product revenue when

~~Page 48~~

persuasive evidence of an arrangement exists, ~~delivery~~shipment has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. In instances where final acceptance of the product is specified by the customer or is uncertain, revenue is deferred until all acceptance criteria have been met.

Contracts ~~and~~and/or customer purchase orders are ~~typically~~ used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectibility based primarily on the creditworthiness of the customer as determined by credit checks and ~~analysis,~~analyses, as well as the customer’s payment history.

~~Trimble’s~~Revenue for orders is not recognized until the product is shipped and title has transferred to the buyer. The Company bears all costs and risks of loss or damage to the goods up to that point. The Company’s shipment terms for USU.S. orders and international orders fulfilled from ~~its~~the Company’s European distribution center ~~are~~ typically ~~FCA (Free Carrier) shipping point, except certain sales~~provide that title passes to ~~US government agencies which are shipped FOB destination. FCA shipping point means that Trimble fulfills~~ the ~~obligation to deliver when~~buyer upon delivery of the goods ~~are handed over, cleared for export, and into the charge of~~to the carrier named by the buyer at the named place or point. If no precise point is indicated by the buyer, ~~Trimble~~the Company may choose within the place or range stipulated where the carrier will take the goods into carrier’s charge. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the buyer. Shipping and handling costs are included in the cost of goods sold.

Other international orders are shipped FOB destination, which means these international orders are not recognized as revenue until the product is delivered and title has transferred to the buyer or FCA shipping point. FOB destination means that Trimble bears all costs and risks of loss or damage to the goods up to that point.

~~Revenues~~Revenue from purchased extended warranty and support agreements ~~are~~is deferred and recognized ratably over the term of the warranty/support period.

~~In accordance with~~The Company presents revenue net of sales taxes and any similar assessments.

The Company applies Statement of Position (SOP) No. 97-2, “Software Revenue Recognition,” to products where the embedded software is more than incidental to the functionality of the hardware. This determination requires significant judgment including a consideration of factors such as marketing, research and development efforts and any post contract support (PCS) relating to the embedded software.

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The Company’s software arrangements generally consist of a perpetual license fee and PCS. The Company has established vendor-specific objective evidence (VSOE) of fair value for the Company’s PCS contracts based on the renewal rate. The remaining value of the software arrangement is allocated to the license fee using the residual method. License revenue is primarily recognized when the software has been delivered and there are no remaining obligations. Revenue from PCS is recognized ratably over the term of the PCS agreement.

The Company applies Emerging Issues Task Force (EITF) Issue 00-3, “Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entity’s Hardware.” for hosted arrangements which the customer does not have the contractual right to take possession of the software at any time during the hosting period without incurring a significant penalty and it is not feasible for the customer to run the software either on its own hardware or on a third-party’s hardware. Subscription revenue related to the Company’s hosted arrangements is recognized ratably over the contract period. Upfront fees for the Company’s hosted solution primarily consist of amounts for the in-vehicle enabling hardware device and peripherals, if any. For upfront fees relating to proprietary hardware where the firmware is more than incidental to the functionality of the hardware in accordance with SOP No. 97-2, the Company defers the upfront fees at installation and recognizes them ratably over the minimum service contract period, generally one to five years. Product costs are also deferred and amortized over such period.

In accordance with EITF Issue 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables,” when a non-software sale involves multiple elements the entire fee from the arrangement is allocated to each respective element based on its relative fair value and recognized when revenue recognition criteria for each element ~~are~~is met.

Software revenue is recognized in accordance with Statement of Position (SOP) No. 97-2, “Software Revenue Recognition” and Statement of Position (SOP) No. 98-9, “Modification of SOP 97-2.” Trimble’s software arrangements generally consist of a perpetual license fee and post contract customer support (PCS). Trimble has established vendor-specific objective evidence (VSOE) of fair value for its PCS contracts based on the renewal rate. The remaining value of the software arrangement is allocated to the license fee using the residual method, which revenue is primarily recognized when the software has been delivered and there are no remaining obligations. Revenue from PCS is recognized ratably over the term of the PCS agreement.

A reserve for sales returns is established based on historical trends in product return rates experienced in the ordinary course of business. The reserve for estimated future returns is recorded as a reduction of our accounts receivable and revenue. If the actual returns were to deviate from the historical data on which the sales reserve had been established, the Company’s revenue could be adversely affected.

Warranty

The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support labor costs, and costs incurred by third parties performing work on ~~Trimble’s~~the Company’s behalf. The Company’s expected future cost is primarily estimated based upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment. The products sold are generally covered by a warranty for periods ranging from 90 days to three years, and in some instances up to 5.5 years.

While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.

~~Page 49~~

Changes in the Company’s product warranty liability during the ~~12 months~~fiscal years ended ~~December 30, 2005~~January 2, 2009 and December ~~31, 2004,~~28, 2007, are as follows:

December 30, December 31,
Fiscal Years Ended 2005 2004
(In thousands)

Beginning balance $ 6,425 $ 5,147
Warranties accrued 7,960 7,333
Warranty claims (6,919) (6,055)
Ending Balance $ 7,466 $ 6,425

	January 2,			December 28,
Fiscal Years Ended	2009			2007
(in thousands)

Beginning balance	$	10,806		$	8,607
Acquired warranties		930			67
Accruals for warranties issued		22,214			15,883
Changes in estimates		-			-
Warranty settlements (in cash or in kind)		(20,618	)		(13,751	)
Ending Balance	$	13,332		$	10,806

Guarantees, Including Indirect Guarantees of Indebtedness of Others

In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents.

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~~Page 54~~

Acquisition		Primary Service or Product	~~Operating Segment~~	Operating Segment	Acquisition Date
Rawson Control Systems		Hydraulic and electronic controls for the agriculture equipment industry		Field Solutions	December 3, 2008
FastMap and GeoSite		Field-based software suite for GIS and software solution for land surveyors and construction professionals		Field Solutions and Engineering & Construction	November 28, 2008
Callidus Precision Systems Assets		3D laser scanning solutions		Engineering & Construction	November 28, 2008
Toposys		Aerial data collection systems comprised of LiDAR and metric cameras		Engineering & Construction	November 13, 2008
TruCount		Air and electric clutches that automate individual planter row shut-off		Field Solutions	October 30, 2008
RolleiMetric		Metric camera systems for aerial imaging and terrestrial close range photogrammetry		Engineering & Construction	October 20, 2008
SECO		Accessories for the geomatics, surveying, mapping, and construction industries		Engineering & Construction	July 29, 2008
Géo-3D		Roadside infrastructure asset inventory solutions		Engineering & Construction	January 22, 2008
Crain Enterprises		Accessories for the geomatics, surveying, mapping, and construction industries		Engineering & Construction	January 8, 2008
HHK Datentechnik GmbH		Office and field software solutions for the cadastral survey market		Engineering & Construction	December 19, 2007
UtilityCenter		Field service management software for utilities		Field Solutions	November 8, 2007
Ingenieurbüro Breining GmbH		Office and field software solutions for the cadastral survey market		Engineering & Construction	September 19, 2007
Inpho GmbH		Photogrammetry and digital surface modeling software for aerial surveying, mapping and remote sensing applications		Engineering & Construction	February 13, 2007
Spacient Technologies, Inc.		Enterprise field service management and mobile mapping solutions		Field Solutions	November 21, 2006
Meridian Project Systems, Inc.		Enterprise project management and lifecycle software		Engineering & Construction	November 7, 2006
XYZ Solutions, Inc.		Real-time, interactive 3D intelligence software		Engineering & Construction	October 27, 2006
Visual Statement, Inc.		Desktop software tools		Mobile Solutions	October 11, 2006
Intransix		Mobile GPS applications		Advanced Devices	April 21, 2006
BitWyse Solutions, Inc.		Engineering and construction information management software		Engineering & Construction	May 1, 2006
Eleven Technology, Inc.		Mobile application software		Mobile Solutions	April 28, 2006
Quantm International, Inc.		Transportation route optimization solution		Engineering & Construction	April 5, 2006
XYZs of GPS, Inc.		Real-time Global Navigation Satellite System		Engineering & Construction	February 26, 2006
Advanced Public Safety, Inc.		Mobile and handheld software for public safety	~~Mobile Solutions~~	~~December 30, 2005~~
~~MobileTech Solutions~~	~~Field workforce automation solutions~~	Mobile Solutions	~~October 25, 2005~~
~~Apache Technologies~~	~~Laser detection technology~~	~~Engineering & Construction~~	~~April 19, 2005~~
~~Pacific Crest Corporation~~	~~Wireless data communication systems~~	~~Engineering & Construction~~	~~January 10, 2005~~
~~GeoNav GmbH~~	~~Customized field data collection solutions~~	~~Engineering and Construction~~	~~July 5, 2004~~
~~TracerNET Corp.~~	~~Wireless fleet management solutions~~	~~Mobile Solutions~~	~~March 5, 2004~~
~~MENSI S.A.~~	~~3D laser scanning technology~~	~~Engineering & Construction~~	December ~~9, 2003~~
~~Applanix~~	~~Inertial navigation systems and GPS~~	~~Portfolio Technologies~~	~~July 7, 2003~~29, 2006

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The Consolidated Financial Statements include the operating results of each ~~business~~of these businesses from the date of acquisition. ~~Pro forma~~Pro-forma results of operations have not been presented because the effects of each of these acquisitions were not material to the Company’s results.

The total purchase consideration for each of the above acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to the acquisitions ~~are~~were capitalized. Assets acquired and liabilities assumed for certain acquisitions in the fourth quarter of fiscal 2005 were allocated based on preliminary estimates. Trimble is in the process of finalizing these estimates pending the completion of fair value assessments and asset appraisals on identified intangible assets. Final changes to the value of estimated intangible assets will also adjust the amounts attributable from goodwill.

At the date of each acquisition, the projects associated with in-process research and development (IPR&D) efforts had not yet reached technological feasibility and the research and development in process had no alternative future uses. Accordingly, the value assigned to these IPR&D amounts were charged to expense on the respective acquisition date of each of the acquired companies. ~~Trimble~~The Company recorded IPR&D expense of ~~$1.1~~$1.9 million relating to acquisitions made in fiscal ~~2005. As mentioned above, Trimble is in~~2006. The IPR&D of $2.1 million recorded during fiscal 2007 related entirely to the ~~process~~acquisition of ~~finalizing the~~@Road. There was no IPR&D associated with acquisitions in ~~the fourth quarter of~~ fiscal 2005, pending the completion of fair value assessments. Final changes to the estimated value of the IPR&D will also adjust the amounts attributable to goodwill. We did not record any IPR&D expense in fiscal 2004 and fiscal 2003.2008.

The following table summarizes the Company’s business combinations completed during fiscal years ~~2005, 2004~~2008, 2007 and ~~2003~~2006 other than @Road (in thousands):

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004

Purchase price $ 63,830 $ 12,246 $ 22,352
Purchase price adjustments 1,595 1,167 4,010
Acquisition costs 466 279 810
Total purchase price $ 65,891 $ 13,692 $ 27,172

Purchase price allocation:
Fair value of net assets acquired $ 1,237 $ 2,649 $ 4,020
Identified intangible assets 21,171 2,117 3,440
In-Process Research & Development 1,100 - -
Goodwill 42,383 8,926 11,749
Total $ 65,891 $ 13,692 $ 19,229

~~Page 55~~

	January 2,			December 28,			December 29,
Fiscal Years Ended	2009			2007			2006

Purchase price	$	99,948		$	49,311		$	114,442
Acquisition costs *		2,623			956			2,650
Total purchase price	$	102,571		$	50,267		$	117,092

Purchase price allocation:
Fair value of net assets acquired	$	7,238		$	9,504		$	7,960
Identified intangible assets		50,242			19,937			51,613
In-process research and development		-			-			1,930
Deferred tax liability		(3,426	)		(2,763	)		(14,723	)
Goodwill		48,517			23,589			70,312
Total	$	102,571		$	50,267		$	117,092

* Acquisition costs consist of legal, advisory, and accounting fees as well as $0.4 million of restructuring related liabilities in fiscal 2008.

None of the amounts assigned to goodwill above are expected to be deductible for tax purposes.

Certain acquisitions include additional earn-out cash payments based on future revenue derived from existing ~~products.~~products and other product milestones. These earn-out payments are considered additional purchase price consideration. Earn-out cash payments made for fiscal ~~2005,~~2008, fiscal ~~2004~~2007 and fiscal ~~2003~~2006 were ~~$1.6~~$7.2 million, ~~$1.2~~$11.8 million and ~~$4.0~~$4.5 million respectively. Earn-outs and changes in purchase price allocation estimates were recorded as purchase price adjustments and goodwill adjustments. Acquisitions made by ~~Trimble~~the Company have additional potential earn-out cash payments in excess of that recorded on the Company’s Consolidated Balance Sheet not to exceed approximately $44.7 million.

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Intangible Assets

The following tables present details of the Company’s total intangible assets:

December 30, December 31,
As of 2005 2004
(In thousands)

Intangible assets:
Intangible assets with definite life:
Existing technology $ 48,100 $ 35,037
Trade names, trademarks, patents, backlog and other intellectual properties 26,808 22,111
Total intangible assets with definite life 74,908 57,148
Less accumulated amortization (47,598) (43,313)
Total net intangible assets $ 27,310 $ 13,835

	January 2, 2009

	Gross
	Carrying		Accumulated			Net Carrying
(in thousands)	Amount		Amortization			Amount
Developed product technology	$	188,391	$	(78,867	)	$	109,524
Trade names and trademarks		20,254		(13,100	)		7,154
Customer relationships		124,596		(40,263	)		84,333
Distribution rights and other intellectual properties (*)		37,913		(10,023	)		27,890
	$	371,154	$	(142,253	)	$	228,901

~~Total intangibles assets before~~(*) Included within Other intellectual properties is a $25.0 million distribution right that the Company bought from Caterpillar, a related party, during fiscal 2008. The fair value of the distribution right was estimated using a discounted cash flow analysis. The distribution right will be amortized over its estimated economic life of eight years. Since the distribution right became effective at year end, there is no accumulated amortization increased by $17.8 million primarily due to $20.7 million increase in intangible assets purchased in connection with acquisitions in fiscal 2005 offset by $2.5 million in exchange rate impact on non-US currency denominated intangible assets. Accumulatedrecorded as of January 2, 2009.

	December 28, 2007

	Gross
	Carrying		Accumulated			Net Carrying
(in thousands)	Amount		Amortization			Amount
Developed product technology	$	157,394	$	(58,273	)	$	99,121
Trade names and trademarks		19,192		(12,490	)		6,702
Customer relationships		110,802		(24,435	)		86,367
Distribution rights and other intellectual properties		13,479		(7,892	)		5,587
	$	300,867	$	(103,090	)	$	197,777

The weighted-average amortization ~~increased by $4.3 million primarily due to a $7.0 million increased in amortization expense partially offset by $2.2 million in exchange rate impact on non-US currency denominated intangible assets. .~~period is six years for developed product technology, eight years for trade names and trademarks, seven years for customer relationships and seven years for distribution rights and other intellectual properties.

The following table presents details of the amortization expense of purchased and other intangible assets as reported in the Consolidated Statements of Income:

Fiscal Years Ended December 30, 2005 December 31, 2004 January 2, 2004
(In thousands)

Reported as:
Cost of sales $ 165 $ 183 $ 604
Operating expenses 6,855 8,327 7,312
Total $ 7,020 $ 8,510 $ 7,916

	January 2,		December 28,		December 29,
Fiscal Years Ended	2009		2007		2006
(in thousands)

Reported as:
Cost of sales	$	22,690	$	19,778	$	5,353
Operating expenses		22,376		18,966		7,906
Total	$	45,066	$	38,744	$	13,259

~~The decrease in amortization expense is due to certain intangibles becoming fully amortized in the second quarter of fiscal 2005.~~

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The estimated future amortization expense of intangible assets as of ~~December 30, 2005,~~January 2, 2009, is as follows (in thousands):

2009	$	50,329
2010		48,164
2011		43,474
2012		34,727
2013		31,146
Thereafter		21,061
Total	$	228,901

Goodwill

The changes in the carrying amount of goodwill for fiscal 2008 are as follows (in thousands):

Amortization Expense
2006 $ 8,392
2007 6,603
2008 5,560
2009 3,976
2010 2,612
Thereafter 167
Total $ 27,310

~~Goodwill~~

~~Goodwill consisted of the following:~~

December 30, December 31,
As of 2005 2004
(In thousands)

Goodwill, Spectra Precision acquisition $ 196,676 $ 212,915
Goodwill, other acquisitions 89,470 46,607
Goodwill $ 286,146 $ 259,522

	Engineering and Construction		Field Solutions		Mobile Solutions		Advanced Devices		Total

Balance as of December 28, 2007	$	317,886	$	5,224	$	337,661	$	15,079	$	675,850
Additions due to acquisitions		44,999		3,518		-		-		48,517
Purchase price adjustments		15,280		1,909		(4,675)		-		12,514
Foreign currency translation adjustments		(14,257)		-		(4,265)		(2,788)		(21,310)
Balance as of January 2, 2009	$	363,908	$	10,651	$	328,721	$	12,291	$	715,571

The ~~net increase in goodwill~~purchase price adjustments relate entirely to business acquisitions prior to fiscal 2008. Total purchase price adjustments of ~~approximately $26.6~~$12.5 million recorded during fiscal ~~2005 was primarily due to a $39.9~~2008 are comprised of earn-out payments of $7.2 million, ~~increase~~tax adjustments of $4.4 million, and $0.9 million for changes in goodwill from acquisitions of Pacific Crest, Apache, MobileTech Solutions and APS and $1.9 million in earn-out amounts recorded fiscal 2005 related to the Apache, Mensi and Levelite acquisitions. This amount was offset by the foreign exchange rate impact of approximately $15.8 million on non-US currency denominated goodwill assets. See Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding Trimble’s goodwill by operating segment.purchase price allocation estimates.

NOTE 5: JOINT ~~VENTURE~~VENTURES

Caterpillar Trimble Control Technologies Joint Venture

On April 1, 2002, Caterpillar Trimble Control Technologies LLC ~~(“CTCT”)~~(CTCT), a joint venture formed by ~~Trimble~~the Company and Caterpillar began operations. CTCT develops advanced electronic guidance and control products for earth moving machines in the construction and mining industries. The joint venture is 50% owned by ~~Trimble~~the Company and 50% owned by Caterpillar, with equal voting rights. The joint venture is accounted for under the equity method of accounting. Under the equity method, ~~Trimble’s~~the Company’s share of profits and losses are included in ~~expenses for affiliated operations, net~~Income from joint ventures in the ~~non-operating~~Non-operating income, ~~(expense),~~ net section of the Consolidated Statements of Income. The Company recorded a profit of $8.0 million, $7.8 million and $5.7 million as its proportionate share of CTCT ~~develops~~net income (loss) in fiscal 2008, 2007 and ~~markets advanced electronic guidance~~2006, respectively. During fiscal 2008, 2007 and ~~control products for earth moving machines~~2006, dividends received from CTCT, amounted to $10.5 million, $2.3 million and $2.0 million, and were recorded against Other non-current assets on the Consolidated Balance Sheets. The carrying amount of the investment in CTCT was $7.0 million at January 2, 2009 and $9.6 million at December 28, 2007, and is included in Other non-current assets on the ~~construction, mining and waste industries.~~Consolidated Balance Sheets.

~~During fiscal 2002, Trimble received a special cash distribution of $11.0 million from CTCT.~~ The distribution was recorded as a deferred gain and amortized to the extent that losses were attributable from CTCT under the equity method of accounting. Since the joint venture is now profitable on a sustainable basis, future operating losses are not anticipated and there are no future outstanding financial obligations by Trimble to the joint venture, Trimble recognized the unamortized portion of the gain or $9.2 million in fiscal 2005 as non operating income.

~~Trimble~~Company acts as a contract manufacturer for CTCT. Products are manufactured based on orders received from CTCT and are sold at direct cost plus a ~~mark up~~mark-up for the Company’s overhead costs to CTCT. CTCT then resells products at cost plus a mark-up in consideration for CTCT’s research and development efforts to both Caterpillar and ~~Trimble~~to the Company for sales through their respective distribution channels. Generally, ~~Trimble~~the Company sells products ~~to the after market~~through its after-market dealer channel, and Caterpillar sells products for factory and dealer installation. CTCT does not ~~hold~~have net inventory on its balance sheet in that the resale of

~~Page 57~~

products to Caterpillar and ~~Trimble~~the Company occur simultaneously when the products are purchased from the ~~subcontract manufacturer in Trimble.~~

~~The net expenses~~Company. In fiscal 2008, 2007 and 2006, the Company recorded $11.7 million, $11.5 million and $8.4 million of revenue, respectively, and $10.5 million, $10.3 million and $7.3 million of cost of sales, respectively, for ~~affiliated operations at~~the manufacturing of products sold by the Company to CTCT also includes incremental costs as a result of purchasing products from CTCT at a higher price than Trimble's original manufacturing costs, partially offset by contract manufacturing fees charged to CTCT.and then sold through the Caterpillar distribution channel. In addition, ~~Trimble~~in fiscal 2008, 2007 and 2006, the Company recorded $21.4 million, $25.1 million and $19.5 million in net cost of sales for the manufacturing of products sold by the Company to CTCT and then repurchased by the Company upon sale through the Company’s distribution channel.

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In addition, the Company received reimbursement of employee-related costs from CTCT for ~~Trimble~~company employees dedicated to CTCT or performance of work for CTCT totaling ~~$9.7~~$13.6 million, ~~for both fiscal 2005~~$13.7 million and ~~fiscal 2004 and $7.9~~$13.5 million for fiscal ~~2003.~~2008, 2007 and 2006, respectively. The reimbursements were offset against operating ~~expenses.~~expense.

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(In millions)

CTCT incremental pricing effects, net $11.4 $ 8.8 $ 5.9
Trimble's 50% share of CTCT's reported (gain) loss (2.0) 0.5 0.9
Amortization of deferred gain (9.2) (0.7) (0.9)
Total CTCT expense for affiliated operations, net $ 0.2 $ 8.6 $ 5.9

At January 2, 2009 and December 28, 2007, the Company had amounts due to and from CTCT. Receivables and payables to CTCT are settled individually with terms comparable to other non-related parties. The ~~net outstanding balance~~amounts due to and from CTCT ~~was $0.2~~are presented on a gross basis in the Consolidated Balance Sheets. At January 2, 2009 and December 28, 2007, the receivables from CTCT were $4.1 million ~~at December 30, 2005~~ and ~~$0.7~~$5.6 million, ~~at December 31, 2004~~respectively, and isare included ~~in account receivables,~~within Accounts receivable, net, on the Consolidated Balance Sheets. As of the same dates, the payables due to CTCT were $3.1million and $5.2 million, respectively, and are included within Accounts payable on the Consolidated Balance Sheets.

Nikon-Trimble Joint Venture

On March 28, 2003, Nikon-Trimble Co., Ltd ~~(“Nikon-Trimble”)~~(Nikon-Trimble), a joint venture was formed by ~~Trimble~~the Company and Nikon Corporation. The joint venture began operations in July 2003 and is 50% owned by ~~Trimble~~the Company and 50% owned by Nikon, with equal voting rights. It focuses on the design and manufacture of surveying instruments including mechanical total stations and related products.

The joint venture is accounted for under the equity method of accounting. Under the equity method, the Company’s share of profits and losses are included in Income from joint ventures in the Non-operating income (expense) section of the Consolidated Statements of Income. In fiscal 2008, 2007 and 2006, the Company recorded a profit of $23,000, $0.6 million and $1.3 million, respectively, as its proportionate share of Nikon-Trimble net income (loss). During fiscal 2008, 2007 and 2006, dividends received from Nikon-Trimble, amounted to $0.2 million, $0.6 million and $0.3 million, and were recorded against Other non-current assets on the Consolidated Balance Sheets. The carrying amount of the investment in Nikon-Trimble was approximately $13.9 million at January 2, 2009 and $13.4 million at December 28, 2007, and is included in Other non-current assets on the Consolidated Balance Sheets.

Nikon-Trimble is the distributor in Japan for Nikon and ~~Trimble~~the Company’s products. ~~Trimble~~The Company is the exclusive distributor outside of Japan for Nikon branded survey products. For products sold ~~from Trimble~~by the Company to ~~the~~ Nikon-Trimble, revenue is recognized by ~~Trimble~~the Company on a sell-through basis from Nikon-Trimble to the end customer. Profits from these inter-company sales are eliminated.

The terms and conditions of the sales of products from ~~Trimble~~the Company to Nikon-Trimble are comparable with those of the standard distribution agreements which ~~Trimble~~the Company maintains with its dealer channel and margins earned are similar to those from third party dealers. Similarly, the purchases of product by ~~Trimble~~the Company from ~~the~~ Nikon-Trimble are made on terms comparable with the arrangements which Nikon maintained with its international distribution channel prior to the formation of the joint venture with ~~Trimble.~~the Company. The Company recorded $15.3 million, $12.6 million and $13.9 million of revenue, and $11.0 million, $6.7 million and $6.6 million of cost of sales for the manufacturing of products sold by the Company to Nikon-Trimble.

~~Trimble uses~~At January 2, 2009 and December 28, 2007, the ~~equity method of accounting for its investment in~~Company had amounts due to and from Nikon-Trimble. Receivables and payables to Nikon-Trimble are settled individually with ~~50% share of profit or loss~~terms comparable to other non-related parties. The amounts due to and from ~~this joint venture reported by Trimble~~Nikon-Trimble are presented on a gross basis in the Consolidated ~~Statements of Income under~~Balance Sheets. At January 2, 2009 and December 28, 2007, the heading of expenses for affiliated operations, net. Trimble reported a loss of approximately $36,000 and a profit of $1.1 million for fiscal 2005 and fiscal 2004, respectively, as its proportionate share of the net income. At December 30, 2005, the net payable by Trimble toamounts due from Nikon-Trimble ~~related to the purchase and sale of products from and to Nikon-Trimble is~~were $2.0 million and ~~was~~$3.3 million, respectively, and are included ~~in accounts~~within Accounts receivable, net on the Consolidated Balance Sheets. As of the same dates, the amounts due to Nikon-Trimble were $2.3 million and $5.7 million, respectively, and are included within Accounts payable on the Consolidated Balance Sheets. ~~In addition, Trimble received reimbursement of employee-related costs from Nikon-Trimble~~

VirtualSite Solutions Joint Venture

On October 3, 2008, VirtualSite Solutions (VSS), a joint venture formed by the Company and Caterpillar began operations. The Company contributed $7.8 million in exchange for ~~one Trimble employee dedicated to Nikon-Trimble totaling $0.4~~a 65% ownership and Caterpillar contributed $4.2 million for ~~fiscal 2005. The reimbursements were offset against operating expenses. The carrying amount~~a 35% ownership in VSS. VSS develops software for fleet management and connected worksite solutions for both Caterpillar and Trimble and in turn, sells software subscription services to Caterpillar and Trimble, which are sold through Caterpillar's and the Company's respective distribution channels. For financial reporting purposes, VSS’s assets and liabilities are consolidated with those of the ~~investment was approximately $12.9 million at December 30, 2005~~Company, as are its results of operations, which are reported under the Engineering and ~~$13.5 million at December 31, 2004.~~

Construction segment. Caterpillar’s 35% interest is included in the overall Consolidated Financial Statements as minority interests in consolidated subsidiaries.

~~Page 58~~66

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NOTE 6: CERTAIN BALANCE SHEET COMPONENTS

The following tables provide details of selected balance sheet ~~items (in thousands):~~items:

December 30, December 31,
As of 2005 2004
Inventories:
Raw materials $ 52,199 $ 36,425
Work-in-process 7,249 3,989
Finished goods 48,403 47,331
Total $ 107,851 $ 87,745

Property and equipment, net:
Machinery and equipment $ 72,273 $ 71,882
Furniture and fixtures 10,110 10,521
Leasehold improvements 8,695 5,861
Buildings 5,707 5,297
Land 1,231 1,231
98,016 94,792
Less accumulated depreciation (55,352) (63,801)
Total $ 42,664 $ 30,991

	January 2,		December 28,
As of	2009		2007
(in thousands)
Inventories:
Raw materials	$	71,319	$	63,465
Work-in-process		5,551		9,267
Finished goods		84,023		70,286
Total inventories, net	$	160,893	$	143,018

Other Non-Current Liabilities:
Deferred compensation $ 3,234 $ 1,761
Pension 5,529 6,247
Deferred Rent 3,364 426
Other long term liabilities 6,917 3,296
Total $ 19,041 $ 11,730
Deferred costs of revenue are included within finished goods and were $15.4 million at January 2, 2009 and $11.0 million at December 28, 2007.

During the year, accumulated depreciation decreased by $8.4 million due to the write-off of fully depreciated assets and disposals in the amount of $16.2 million and the foreign exchange rate impact of $2.6 million offset by $10.7 million in depreciation expense.

	January 2,		December 28,
As of	2009		2007
(in thousands)
Property and equipment, net:
Machinery and equipment	$	88,067	$	79,956
Furniture and fixtures		12,140		10,974
Leasehold improvements		16,432		15,391
Buildings		6,519		6,527
Land		1,383		1,384
		124,541		114,232
Less accumulated depreciation		(74,366)		(62,788)
Total	$	50,175	$	51,444

	January 2,		December 28,
As of	2009		2007
(in thousands)
Other Non-Current Liabilities:
Deferred compensation	$	6,631	$	8,646
Pension		5,439		6,646
Deferred rent		4,303		5,215
Unrecognized tax benefits		34,275		25,774
Other non-current liabilities		10,905		9,847
Total	$	61,553	$	56,128

As of January 2, 2009, the Company has $34.3 million of unrecognized tax benefits included in Other non-current liabilities ~~include deferred rent as a result of~~that, if recognized, would favorably impact the ~~new Sunnyvale lease executed~~effective income tax rate in ~~fiscal 2005.~~future periods and interest and/or penalties related to income tax matters.

NOTE 7: REPORTING SEGMENT AND GEOGRAPHIC INFORMATION

Trimble is a designer and distributor of positioning products and applications enabled by GPS, optical, laser, and wireless communications technology. The Company provides products for diverse applications in its targeted markets.

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To achieve distribution, marketing, production, and technology advantages, ~~in Trimble's targeted markets,~~ the Company manages its operations in the following ~~five~~four segments:

Engineering and Construction — Consists of products currently used by survey and construction professionals in the field for positioning, data collection, field computing, data management, and ~~automated~~ machine guidance and control. ~~These products provide solutions for numerous construction~~The applications ~~including~~served include surveying, ~~general~~road, runway, construction, site preparation and ~~excavation, road and runway construction, and underground~~building construction. ~~During fiscal 2005 the Company acquired Apache and Pacific Crest and their performances are reported in this business segment.~~

Field Solutions — Consists of products that provide solutions in a variety of agriculture and ~~fixed asset applications, primarily in the areas of~~geographic information systems (GIS) applications. In agriculture these include precise land leveling and machine guidance ~~yield monitoring, variable-rate applications~~systems. In GIS they include handheld devices and software that enable the collection of ~~fertilizers and chemicals, and fixed asset~~ data ~~collection~~on assets for a variety of governmental and private entities. This segment is an aggregation of the mapping and geographic information systems (GIS) and agriculture businesses. Trimble has aggregated these business operations under a single general manager in order to continue to leverage its research and development activities due to the similarities of products across the segment.

~~Page 59~~

Component Technologies — Consists of products including proprietary chipsets, printed circuit boards, modules, and licenses of intellectual property. The applications into which end users currently incorporate the component products include timing applications for synchronizing wireless networks, in-vehicle navigation and telematics systems, fleet management, security systems, data collection networks, and wireless handheld consumer products.

Mobile Solutions — Consists of products that enable end users to monitor and manage their mobile assets by communicating location and activity-relevant information from the field to the office. Trimble offers a range of products that address a number of sectors of this market including truck fleets, security, ~~telematics,~~ and public safety vehicles. ~~During fiscal 2005 the Company acquired MobileTech Solutions and Advanced Public Safety and their performances are reported in this business segment.~~

~~Portfolio Technologies~~Advanced Devices — The various operations that comprise this segment were aggregated on the basis that no single operation accounted for more than 10% of Trimble’s total ~~revenue. The operations in this~~revenue, operating income or assets. This segment ~~are Applanix,~~is comprised of the Component Technologies, Military and Advanced Systems, ~~(MAS)~~Applanix and Trimble ~~Outdoors.~~Outdoors businesses.

Trimble evaluates each of its segment's performance and allocates resources based on ~~profit and loss~~segment operating income from operations before income taxes, and some corporate allocations. Trimble and each of its segments employ ~~the same~~consistent accounting policies.

~~Page 60~~

The following table presents ~~revenues,~~revenue, operating income (loss), and identifiable assets for the ~~five~~four segments. Operating income (loss) is net revenue less operating ~~expenses,~~expense, excluding general corporate ~~expenses,~~expense, amortization of intangibles, amortization of inventory step-up charges, in-process research and development expense, restructuring charges, non-operating income (expense), and income taxes. The identifiable assets that Trimble's ~~chief operating decision maker~~Chief Operating Decision Maker, its Chief Executive Officer, views by segment are accounts receivable and ~~inventory.~~inventories.

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(in thousands)

Engineering & Construction

Revenue $ 524,461 $ 440,478 $ 367,058
Operating income before corporate allocations 117,993 79,505 60,664
Accounts receivable 105,980 90,743 84,897
Inventories 80,590 65,116 56,008
Goodwill 229,176 238,801 229,287
Field Solutions

Revenue 127,843 105,591 79,879
Operating income before corporate allocations 32,527 25,151 14,500
Accounts receivable 21,823 19,141 16,589
Inventories 11,790 7,016 3,398
Goodwill - - -
Component Technologies

Revenue 53,902 65,522 64,193
Operating income before corporate allocations 8,034 13,880 16,560
Accounts receivable 6,283 9,377 10,003
Inventories 7,154 5,271 2,021
Goodwill - - -
Mobile Solutions

Revenue 31,481 23,531 12,981
Operating loss before corporate allocations (3,072) (5,997) (6,452)
Accounts receivable 10,789 9,073 4,103
Inventories 1,983 5,735 3,038
Goodwill 44,118 7,660 -
Portfolio Technologies

Revenue 37,226 33,686 16,792
Operating income (loss) before corporate allocations 5,178 4,866 (1,686)
Accounts receivable 7,750 8,283 7,321
Inventories 6,334 4,607 6,361
Goodwill 12,852 13,061 12,138
Total

Revenue $ 774,913 $ 668,808 $ 540,903
Operating income before corporate allocations 160,660 117,405 83,586
Accounts receivable (1) 152,625 136,617 122,913
Inventories 107,851 87,745 70,826
Goodwill 286,146 259,522 241,425

	January 2,		December 28,		December 29,
Fiscal Years Ended	2009		2007		2006
(in thousands)
Engineering & Construction
Revenue	$	741,668	$	743,291	$	637,118
Operating income		126,014		174,177		136,157
Field Solutions
Revenue	$	300,708	$	200,614	$	139,230
Operating income		109,489		60,933		37,377
Mobile Solutions
Revenue	$	167,113	$	157,673	$	60,854
Operating income		11,328		12,517		2,550
Advanced Devices
Revenue	$	119,745	$	120,692	$	102,948
Operating income		24,445		17,276		10,084
Total
Revenue	$	1,329,234	$	1,222,270	$	940,150
Operating income		271,276		264,903		186,168

Engineering & Construction
Accounts receivable	$	125,734	$	158,913
Inventories		104,934		89,780
Goodwill		363,908		317,886
Field Solutions
Accounts receivable	$	37,791	$	37,294
Inventories		21,778		15,745
Goodwill		10,651		5,224
Mobile Solutions
Accounts receivable	$	23,736	$	25,469
Inventories		16,391		18,781
Goodwill		328,721		337,661
Advanced Devices
Accounts receivable	$	17,008	$	18,208
Inventories		17,790		18,712
Goodwill		12,291		15,079
Total
Accounts receivable (1)	$	204,269	$	239,884
Inventories		160,893		143,018
Goodwill		715,571		675,850

(1) As presented, accounts receivable represents trade receivables, ~~gross,~~net, which are specified between segments.

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A reconciliation of the Company’s consolidated segment operating income to consolidated income before income taxes is as follows:

~~The following are reconciliations corresponding to totals in the accompanying Consolidated Financial Statements:~~

December 30, December 31, January 4,
Fiscal Years Ended 2005 2004 2004
(in thousands)

Consolidated segment operating income $ 160,660 $ 117,405 $ 83,586
Unallocated corporate expense (27,483) (22,901) (20,320)
Restructuring charges (278) (552) (2,019)
Amortization of purchased intangible assets (6,855) (8,327) (7,312)
In-process research and development (1,100) - -
Non-operating expense, net (156) (10,701) (18,350)
Consolidated income before income taxes $ 124,788 $ 74,924 $ 35,585

December 30, December 31,
As of 2005 2004
(in thousands)

Assets:
Accounts receivable total for reportable segments $ 152,625 $ 136,617
Unallocated (1) (7,525) (12,679)
Accounts receivable, net $ 145,100 $ 123,938

~~(1) Includes trade-related accruals and cash received in advance that are not allocated by segment.~~

The distribution of Trimble’s gross consolidated revenue by segment is summarized in the table below. Gross consolidated revenue includes external and internal sales. Total external consolidated revenue is reported net of eliminations of internal sales between segments.

December 30, December 31,
2005 2004

(In thousands)

Engineering and Construction $ 529,034 $ 443,973
Field Solutions 127,843 105,591
Component Technologies 53,956 65,713
Mobile Solutions 31,481 23,531
Portfolio Technologies 37,226 33,686
Total Gross Consolidated Revenue 779,540 672,494
Eliminations (4,627) (3,686)
Total External Consolidated Revenue $ 774,913 $ 668,808

~~Page 62~~

	January 2,			December 28,			December 29,
Fiscal Years Ended	2009			2007			2006
(in thousands)
Consolidated segment operating income	$	271,276		$	264,903		$	186,168
Unallocated corporate expense		(36,284	)		(42,914	)		(35,798	)
Restructuring charges		(4,641	)		(3,025	)		-
Amortization of purchased intangible assets		(44,891	)		(38,585	)		(13,074	)
In-process research and development		-			(2,112	)		(1,930	)
Consolidated operating income		185,460			178,267			135,366
Non-operating expense, net		6,502			5,489			12,726
Consolidated income before income taxes	$	191,962		$	183,756		$	148,092

The geographic distribution of Trimble’s ~~revenues~~revenue and identifiable assets is summarized in the ~~table~~tables below. Other foreign countries include Canada, and countries in South and Central America, the Middle East, ~~Africa,~~ and ~~the Pacific Rim.~~Africa. Revenue is defined as revenue from external customers. Identifiable assets indicated in the table below exclude inter-company receivables, investments in subsidiaries, goodwill, and intangibles assets.

Geographic Area
Other
Non-US
Fiscal Years Ended US Europe Asia Pacific Countries Eliminations Total
(In thousands)

December 30, 2005
Sales to unaffiliated customers (1) $ 415,443 $ 191,734 $ 88,315 $ 79,421 $ - $ 774,913
Inter-geographic transfers 222,909 175,739 1,198 1,661 (401,507) -
Total revenue $ 638,352 $ 367,473 $ 89,513 $ 81,082 $ (401,507) $ 774,913

Identifiable assets $ 295,196 $ 120,582 $ 4,602 $ 9,251 $ - $ 429,631

December 31, 2004
Sales to unaffiliated customers (1) $ 331,607 $ 186,197 $ 86,117 $ 64,886 $ - $ 668,808
Inter-geographic transfers 149,499 138,159 3,479 2,640 (293,777) -
Total revenue $ 481,106 $ 324,356 $ 89,596 $ 67,527 $ (293,777) $ 668,808

Identifiable assets $ 242,141 $ 118,194 $ 6,959 $ 13,286 $ - $ 380,580

January 2, 2004
Sales to unaffiliated customers (1) $ 265,846 $ 160,094 $ 70,257 $ 44,706 $ - $ 540,903
Inter-geographic transfers 112,623 116,185 3,755 - (232,563) -
Total revenue $ 378,469 $ 276,279 $ 74,012 $ 44,706 $ (232,563) $ 540,903

	January 2,		December 28,		December 29,
Fiscal Years Ended	2009		2007		2006
(in thousands)

Revenue (1):
United States	$	646,734	$	608,137	$	511,030
Europe		333,436		325,888		231,428
Asia Pacific		182,952		146,545		112,465
Other non-US countries		166,112		141,700		85,227
Total consolidated revenue	$	1,329,234	$	1,222,270	$	940,150

(1) ~~Sales~~Revenue attributed to countries based on the location of the customer.

Transfers between USU.S. and ~~non-US~~non-U.S. geographic areas are made at prices based on total costs and contributions of the supplying geographic area. The Company's subsidiaries in Asia have derived revenue from commissions from USU.S. operations in each of the periods presented. ~~These~~This commission ~~revenues~~revenue and ~~expenses are~~expense is excluded from total revenue ~~and operating income (loss)~~ in the preceding table. ~~Other~~No single customer or country other than the United States ~~no other country comprised more than 10% of sales to unaffiliated customers for any periods presented, except as disclosed above.~~

~~Revenues by product groups are not practicable to obtain and therefore are not presented.~~

~~No single customer~~ accounted for 10% or more of Trimble's total ~~revenues~~revenue in fiscal years ~~2005, 2004,~~2008, 2007, and ~~2003.~~

~~NOTE 8~~~~: RESTRUCTURING CHARGES~~2006.

Restructuring charges of $0.3 million, $0.6 million, and $2.0 million were recorded in fiscal years 2005, 2004 and 2003, respectively. The charges in fiscal 2005 were primarily related to office closure costs due to integration efforts of the Mensi acquisition. The charges in fiscal 2004 were primarily related to severance costs due to the realignment of Trimble Mobile Solutions Inc. while charges in fiscal 2003 were primarily related to our Japanese office relocation due to the Nikon-Trimble joint venture formation. As a result of these actions, the headcount of the affected operations decreased by 36 and 77 in fiscal 2004, and 2003, respectively. As of December 30, 2005, the remaining accrual balance of $0.3 million is related to facilities closure expected to be paid over the next several years. The restructuring accrual is included in the Condensed Consolidated Balance Sheets under the heading of “Accrued Liabilities”.

	January 2,		December 28,
As of	2009		2007
(in thousands)

Identifiable assets:
United States	$	441,947	$	381,755
Europe		179,350		217,422
Asia Pacific and other non-US countries		42,649		36,167
Total identifiable assets	$	663,946	$	635,344

~~Page 63~~69

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NOTE 8: RESTRUCTURING CHARGES

Restructuring expense for the three years ended January 2, 2009 was as follows:

	2008		2007		2006
(in thousands)

Severance and benefits	$	4,641	$	3,025	$	-

During fiscal 2008, restructuring expense of $4.6 million was related to decisions to streamline processes and reduce the cost structure of the Company, with approximately 100 employees affected worldwide. Of the total restructuring expense, $2.7 million is shown as a separate line within Operating expense on the Company’s Consolidated Statements of Income, and $1.9 million is included within Cost of sales. Additionally, $4.1 million is related to the Engineering and Construction segment and $0.5 million is related to the Mobile Solutions segment. As a result of above decisions, the Company expects restructuring activities in the Engineering and Construction segment to result in additional restructuring expense totaling approximately $1.8 million through the first quarter of 2010.

During fiscal 2007, restructuring expense of $3.0 million was for charges associated with the Company’s acquisition of @Road. The restructuring expense was related to the acceleration of vesting of employee stock options for certain terminated @Road employees, of which $1.4 million was settled in cash and $1.6 million was recorded as Shareholders’ equity.

Restructuring costs associated with business combinations:

In addition to the restructuring expense in fiscal 2008, costs associated with exiting activities of companies the Company acquired in fiscal 2008 was $0.4 million, consisting of severance and benefits costs. These costs were recognized as a liability assumed in the purchase business combinations and were included in the allocation of the cost to acquisitions and accordingly, resulted in an increase to goodwill rather than an expense in fiscal 2008. The Company also had $0.9 million in restructuring activity reversals related to costs associated with exiting activities of pre-merger @Road. The reversals were primarily due to severance and benefits costs for employees whose positions were retained in a variety of functions. The reversals were recognized in the first quarter of fiscal 2008 as a reduction of the liability assumed in the purchase business combination that had been included in the allocation of the cost to acquire @Road and, accordingly, resulted in a decrease to goodwill rather than an expense reduction in fiscal 2008.

In addition to the restructuring expense in fiscal 2007, costs associated with exiting activities of pre-merger @Road of $3.6 million, consisted of severance and benefits costs. These costs were recognized as a liability assumed in the purchase business combination and were included in the allocation of the cost to acquire @Road and accordingly, resulted in an increase to goodwill rather than an expense in fiscal 2007.

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Restructuring liability:

The following table summarizes the restructuring activity for 2007 and 2008 (in thousands):

Balance as of December 30, 2006 $ 744
Acquisition related 3,547
Charges 3,025
Payments (6,004 )
Adjustment 14
Balance as of December 28, 2007 $ 1,326
Acquisition related 355
Charges 4,641
Payments (3,351 )
Adjustment (1,054 )
Balance as of January 2, 2009 $ 1,917

As of January 2, 2009, the $1.9 million restructuring accrual consists of severance and benefits. Of the $1.9 million restructuring accrual, $0.7 million is included in Other current liabilities and is expected to be settled by the first half of fiscal 2009. The remaining balance of $1.2 million is included in Other non-current liabilities and is expected to be settled by the first quarter of fiscal 2010.

NOTE 9:9: LONG-TERM DEBT

Long-term debt consisted of the following:

December 30, December 31,
As of 2005 2004
(In thousands)

Credit Facilities:
Term loan $ - $ 31,250
Revolving credit facility - 7,000
Promissory notes and other 649 746
649 38,996

Less current portion of long-term debt 216 12,500
Non-current portion $ 433 $ 26,496

	January 2,		December 28,
As of	2009		2007
(in thousands)

Credit Facilities:
Term loan	$	-	$	60,000
Revolving credit facility		151,000		-
Promissory notes and other		588		690
Total debt		151,588		60,690

Less current portion of long-term debt		124		126
Non-current portion	$	151,464	$	60,564

~~The following summarizes the future cash payment obligations (excluding interest) as of December 30, 2005:~~

2011 and
Total 2006 2007 2008 2009 2010 Beyond
(in thousands)

Promissory note and other 649 216 - 104 329 - -
Total contractual cash obligations $ 649 $ 216 $ - $ 104 $ 329 $ - $ -

~~Credit Facilities~~

On July 28, 2005, the Company entered into a $200 million unsecured revolving credit agreement (“(the 2005 Credit ~~Facility”)~~Facility) with a syndicate of 10 banks with The Bank of Nova Scotia as the administrative agent. On February 16, 2007, the Company amended its existing $200 million unsecured revolving credit agreement with a syndicate of 11 banks with The ~~2005~~Bank of Nova Scotia as the administrative agent (the 2007 Credit Facility). Under the 2007 Credit Facility, ~~replaces~~ the ~~Company’s $175~~Company exercised the option in the existing credit agreement to increase the availability under the revolving credit line by $100 million, ~~secured 2003~~for an aggregate availability of up to $300 million, and extended the maturity date of the revolving credit line by 18 months, from July 2010 to February 2012. Up to $25 million of the availability under the revolving credit line may be used to issue letters of credit, and up to $20 million may be used for paying off other debts or loans. The maximum leverage ratio under the 2007 Credit ~~Facility.~~Facility is 3.00:1.00. The funds available under the new ~~2005~~2007 Credit Facility may be used by the Company for acquisitions, stock repurchases, and general corporate ~~purposes and up~~purposes. As of August 20, 2008, the Company amended its 2007 Credit Facility to ~~$25 million~~allow it to redeem, retire or purchase common stock of the ~~2005~~Company. In addition, the definition of the fixed charge was amended to exclude the impact of redemptions, retirements, or purchases common stock of the Company from the fixed charges coverage ratio.

In addition, during the first quarter of fiscal 2007 the Company incurred a five-year term loan under the 2007 Credit Facility ~~may be used for letters~~in an aggregate principal amount of ~~credit.~~$100 million, which was repaid in full during fiscal 2008. As of January 2, 2009, the Company had an outstanding balance on the revolving credit line of $151.0 million.

The Company may borrow funds under the ~~2005~~2007 Credit Facility in U.S. Dollars or in certain other currencies, and borrowings will bear interest, at the Company's option, at either: (i) a base rate, based on the administrative agent's prime rate, plus a margin of between 0% and 0.125%, depending on the Company's leverage ratio as of its most recently ended fiscal quarter, or (ii) a reserve-adjusted rate based on ~~LIBOR, EURIBOR, STIBOR~~the London Interbank Offered Rate (LIBOR), Euro Interbank Offered Rate (EURIBOR), Stockholm Interbank Offered Rate (STIBOR), or other agreed-upon rate, depending on the currency borrowed, plus a margin of between 0.625% and 1.125%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter. The Company's obligations under the ~~2005~~2007 Credit Facility are guaranteed by certain of the Company's domestic subsidiaries.

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The ~~2005~~2007 Credit Facility contains customary affirmative, negative and financial covenants including, among other requirements, negative covenants that restrict the Company's ability to dispose of assets, create liens, incur indebtedness, repurchase stock, pay dividends, make acquisitions, make investments, enter into mergers and consolidations and make capital expenditures, within certain limitations, and financial covenants that require the maintenance of leverage and fixed charge coverage ratios. The ~~2005~~2007 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. Upon the occurrence and during the continuance of an event of default, interest on the obligations will accrue at an increased rate and the lenders may accelerate the Company's obligations under the ~~2005~~2007 Credit Facility, however that acceleration will be automatic in the case of bankruptcy and insolvency events of default. ~~Trimble incurs a commitment fee if~~As of January 2, 2009 the ~~2005 Credit Facility is not used. The commitment fee is not material to the Company’s results during all periods presented.~~

~~At December 30, 2005, the~~ Company ~~has a zero balance outstanding and~~ was in compliance with all financial debt covenants.

~~Page 64~~

~~Promissory Note~~Notes Payable

As of January 2, 2009 and December ~~30, 2005,~~28, 2007, the Company had ~~other~~ notes payable totaling approximately ~~$0.6 million~~$588,000 and $690,000, respectively, consisting of government loans to foreign subsidiaries.

NOTE 10:10: COMMITMENTS AND CONTINGENCIES

Operating Leases

On February 16, 2007, the Company acquired @Road and assumed the lease for its primary facility in Fremont, California. The lease agreement has a five year term, commencing February 1, 2005 and ending May 16, 2010.

On January 13, 2006, the Company entered into a lease agreement for the lease of real property located in Westminster, Colorado. The lease agreement has a seven year term, commencing June 1, 2006 and ending May 31, 2013.

On May 13, 2005, ~~Trimble~~the Company entered into a lease agreement for the lease of real property located in Sunnyvale, California. The lease agreement has a seven year term, commencing January 1, 2006 and ending December 31, 2012.

~~Trimble's~~The Company's principal facilities in the United States are leased under various cancelable and non-cancelable operating leases that expire at various dates through ~~2012.~~2013. For tenant improvement allowances and rent holidays, Trimble records a deferred rent liability on the ~~consolidated balance sheets~~Consolidated Balance Sheets and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of income. The Company has options to renew certain of these leases for an additional five years.

Future minimum payments required under non-cancelable operating leases are as ~~follows:~~follows (in thousands):

Operating
Lease Payments
(In thousands)

2006 $ 9,664
2007 8.094
2008 6,927
2009 6,073
2010 5,487
Thereafter 5,779
Total $ 42,024

2009	$	17,598
2010		12,084
2011		7,666
2012		5,631
2013		1,044
Thereafter		156
Total	$	44,179

Net rent expense under operating leases was ~~$12.6~~$16.2 million in fiscal ~~2005, $10.9~~2008, $14.2 million in fiscal ~~2004,~~2007, and ~~$13.2~~$10.5 million in fiscal ~~2003.~~2006. Sublease income was $49,000, $39,000 ~~$38,000,~~ and ~~$1.7 million~~$44,000 for fiscal ~~2005, 2004~~2008, 2007, and ~~2003,~~2006, respectively.

~~Purchase Commitments with a Supplier~~

~~Trimble entered into a significant supply agreement~~Additionally, as of January 2, 2009, the Company had acquisition earn-outs of $6.3 million and holdbacks of $20.8 million recorded in ~~fiscal 2004~~“Other current liabilities” and “Other non-current liabilities.” The maximum remaining payments, including the $6.3 million and $20.8 million recorded, will not exceed $71.7 million. The remaining payments are based upon targets achieved or events occurring over time that ~~sets forth minimum purchase commitments for outsourced services.~~would result in amounts paid that may be lower than the maximum remaining payments. The term of the supply agreement is the earlier of four years from the initial product ship date, or when Trimble has paid for a cumulative total of 200,000 billable hours (approximately $10.4 million). Should Trimble not purchaseremaining earn-outs and pay for 200,000 hours, then Trimble will compensate the supplier for 20% of the shortfall. Thereafter, the contract continues in effect until terminated by either party with 30 days prior written notice to the other party. As of December 30, 2005, based on current hours earned to date the future obligation is approximately $3.1 million which is expected to be paid over the next year. Trimble does not expect a shortfall based on current hours earned to date.holdbacks are payable through 2012.

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At January 2, 2009, the company had unconditional purchase obligations of approximately $68.7 million. These unconditional purchase obligations primarily represent open non-cancelable purchase orders for material purchases with our vendors. Purchase obligations exclude agreements that are cancelable without penalty.

NOTE 11:11: FAIR VALUE OF FINANCIAL INSTRUMENTS

As discussed in Note 2, SFAS No. 157, which defines fair value, establishes a framework for measuring fair value, and requires enhanced disclosures about assets and liabilities measured at fair value, became effective for the Company beginning in its first quarter of fiscal 2008. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Assets and liabilities recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by SFAS No. 157 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level I – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level III – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.

	Fair Values as of January 2, 2009
(in thousands)	Level I		Level II		Level III		Total
Assets
Money market funds (1)	$	16,246	$	-	$	-	$	16,246
Commercial paper (2)		-		12,000		-		12,000
Deferred compensation plan assets (3)		-		6,679		-		6,679
Derivative assets (4)		-		627		-		627
Total	$	16,246	$	19,306	$	-	$	35,552

Liabilities
Deferred compensation plan liabilities (3)	$	-	$	6,631	$	-	$	6,631
Derivative liabilities (4)		-		1,775		-		1,775
Total	$	-	$	8,406	$	-	$	8,406

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(1)	The Company may invest some of its cash and cash equivalents in highly liquid investments such as money market funds. The fair values are determined using observable quoted prices.

(2)

The Company may invest some of its cash and cash equivalents in highly liquid investments such as commercial paper. The fair values are determined using observable quoted prices for similar assets in active markets. The Company’s investment in commercial paper is part of the Federal Deposit Insurance Corporation’s (FDIC) Temporary Liquidity Guarantee Program (TLGP), which is fully guaranteed by FDIC.

(3)

The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The investment assets and liabilities included in Level II are valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

(4)	Derivative assets and liabilities included in Level II primarily represent forward currency exchange contracts. The fair values are determined using inputs based on observable quoted prices.

Additional Fair Value Information

The ~~estimated~~following table provides additional fair ~~values of~~value information relating to the Company’s financial instruments ~~outstanding are as follows:~~outstanding:

Carrying
Amount
Fair
Value
Carrying Amount
Fair
Values
December 30, 2005 December 31, 2004
As of
(In thousands)

Assets:

Cash and cash equivalents $ 73,853 $ 73,853 $ 71,872 $ 71,872
Forward foreign currency exchange contracts 516 577 - -
Accounts and other receivable, net 145,100 145,100 123,938 123,938

Liabilities:

Credit facilities $ - $ - $ 38,250 $ 38,250
Forward foreign currency exchange contracts - - 639 539
Promissory note and other 649 562 746 737
Accounts payable 45,206 45,206 43,551 43,551

	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
As of	January 2, 2009				December 28, 2007
(in thousands)

Assets:
Cash and cash equivalents	$	147,531	$	147,531	$	103,202	$	103,202
Forward foreign currency exchange contracts		627		627		374		374

Liabilities:
Credit facility	$	151,000	$	127,754	$	60,000	$	49,000
Forward foreign currency exchange contracts		1,775		1,775		552		552
Promissory note and other		588		554		690		630

The fair value of the bank borrowings and promissory notes ~~have~~has been ~~estimated~~calculated using an estimate of the interest rate ~~Trimble~~the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate. The fair values do not give an indication of the amount that Trimble would currently have to pay to extinguish any of this debt.

The fair value of forward foreign exchange contracts is estimated based on the difference between the market price and the carrying amount of comparable contracts. These contracts are adjusted to fair value at the end of every month.

NOTE 12: INCOME TAXES

~~Trimble's income tax provision (benefit) consisted of the following:~~

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(In thousands)

US Federal:
Current $ 36,493 $ 18,196 513
Deferred (1,534) (17,995) (7,000)
34,959 201 (6,487)
US State:
Current 3,500 2,895 250
Deferred (2,348) (897) (600)
1,152 1,998 (350)
Non-US:
Current 3,102 3,137 1,594
Deferred 720 1,908 2,343
3,822 5,045 3,937
Income tax provision (benefit) $ 39,933 $ 7,244 (2,900)

The ~~pre-tax US~~components of income ~~was approximately $99.5 million, $70.0 million and $39.5 million in fiscal years 2005, 2004 and 2003, respectively. The pre-tax non-US~~before income ~~(loss) was approximately $25.3 million, $4.9 million and ($3.9) million in fiscal years 2005, 2004 and 2003, respectively.~~taxes are as follows:

The fiscal year 2005 and 2004 tax provisions reflected above were reduced by $14.5 million and $14.4 million of tax benefits, respectively attributable to stock option deductions which were credited to equity.

	January 2,		December 28,		December 29,
Fiscal Years Ended	2009		2007		2006
(in thousands)

United States	$	89,696	$	126,768	$	123,800
Foreign		102,266		57,362		24,300
Total	$	191,962	$	184,130	$	148,100

~~Page 66~~74

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The Company's income tax provision consisted of the following:

	January 2,			December 28,			December 29,
Fiscal Years Ended	2009			2007			2006
(in thousands)

US Federal:
Current	$	42,473		$	48,833		$	47,795
Deferred		(7,024	)		(1,658	)		(2,972	)
		35,449			47,175			44,823
US State:
Current		5,165			6,374			2,967
Deferred		(2,271	)		(3,669	)		(2,168	)
		2,894			2,705			799
Foreign:
Current		13,976			10,403			(1,493	)
Deferred		(1,829	)		6,099			305
		12,147			16,502			(1,188	)
Income tax provision	$	50,490		$	66,382		$	44,434

The income tax provision ~~(benefit)~~ differs from the amount computed by applying the statutory US federal income tax rate to income before taxes. The sources and tax effects of the differences are as follows:

December 31, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(In thousands)

Expected tax from continuing operations at 35% in all years $ 43,677 $ 26,223 $ 12,455
Change in valuation allowance (24,004) (15,028)
US State income taxes 749 1,299 -
Export sales incentives (2,316) (1,176) -
Non-US tax rate differential and unbenefitted losses 3,684 5,134 -
US Federal research and development credit (895) (508) -
Benefit from repatriation legislation (6,445)
Other
1,479

276
(327)
Income tax provision (benefit) $ 39,933 $ 7,244 $ (2,900)

Effective tax rate 32% 10% (8%)

	January 2,			December 28,			December 29,
Fiscal Years Ended	2009			2007			2006
(in thousands)

Expected tax from continuing operations at 35% in all years	$	67,187		$	64,446		$	51,832

US State income taxes		3,339			1,654			(110	)
Export sales incentives		-			(365	)		(4,138	)
Foreign tax rate differential		(23,553	)		(711	)		(7,682	)
US Federal and California research and development credits		(3,651	)		(2,206	)		(662	)
Stock option compensation		3,550			3,889			3,626
Other		3,618			(325	)		1,568
Income tax provision	$	50,490		$	66,382		$	44,434

Effective tax rate		26	%		36	%		30	%

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Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

~~The components of deferred taxes consist of the following:~~

	January 2,			December 28,
As of	2009			2007
(in thousands)

Deferred tax liabilities:
Purchased intangibles	$	64,737		$	68,561
Depreciation and amortization		24,085			26,720
Other		568			183
Total deferred tax liabilities		89,390			95,464

Deferred tax assets:
Inventory valuation differences		8,298			7,359
Expenses not currently deductible		8,091			10,044
US Federal credit carryforwards		2,314			2,313
Deferred revenue		10,850			8,000
US State credit carryforwards		11,350			10,011
Warranty		2,418			2,177
US Federal net operating loss carryforward		16,272			24,765
Net foreign tax credits on undistributed foreign earnings		19,689			12,857
Accruals not currently deductible		15,280			17,104
Total deferred tax assets		94,562			94,630
Valuation allowance		(5,787	)		(6,471	)
Total deferred tax assets		88,775			88,159

Total net deferred tax liabilities	$	(615	)	$	(7,305	)

December 30, December 31, January 2,
As of 2005 2004 2004
(In thousands)

Deferred tax liabilities:
Purchased intangibles $ 11,058 $ 3,247 $ 1,338
Depreciation and amortization 11,711 10,183 3,776
Other individually immaterial items 1,516 229 251
Total deferred tax liabilities 24,285 13,659 5,365

Deferred tax assets:
Inventory valuation differences 8,983 8,782 9,001
Expenses not currently deductible 6,233 8,034 5,528
US Federal credit carryforwards 5,619 9,150
Deferred revenue 564 3,857 4,280
US State credit carryforwards 8,530 6,722 6,999
Warranty 2,361 2,216 2,374
0 2,871
US Federal net operating loss carryforward 2,669 2,998 -
Net foreign tax credits on undistributed foreign earnings 5,743 2,682 -
Other individually immaterial items 7,452 7,655 3,106
Total deferred tax assets 42,535 48,565 43,309
Valuation allowance (5,855) (12,989) (34,756)
Total deferred tax assets 36,680 35,576 8,553

Total net deferred tax assets $ 12,395 $ 21,917 $ 3,188

The Company has ~~$2.7~~$15.3 million, $0.6 million and $7.7 million of tax effected USU.S. federal, state and foreign net operating loss carryforwards (expiring in years 2020 through 2028 for federal and state carryovers, no expiration for foreign carryovers) from ~~an acquisition, which is~~acquisitions. Utilization of the Company’s net operating loss carryforwards are subject to ~~certain~~annual limitations ~~under IRC Section 382.~~due to ownership changes provided by the Internal Revenue Code of 1986, as amended. The Company has federal research and development credit carryforwards of $2.0 million (expiring in years 2019 through 2024) and state research and development credit carryforwards of approximately ~~$13.1~~$15.2 million that can be carried over indefinitely.

The Company’s valuation allowance is primarily attributable to acquisition related net operating loss and research and development credit carryforwards. Management believes that it is more likely than not that the Company will not realize these deferred tax assets, and, accordingly, a valuation allowance has been established for such amounts.

On September 30, 2008, the State of California enacted Assembly Bill 1452 into law which doamong other provisions, suspends net operating loss deductions for 2008 and 2009 and extends the carryforward period of any net operating losses not ~~expire.~~utilized due to such suspension; adopts the federal 20-year net operating loss carryforward period; phases-in the federal two-year net operating loss carryback periods beginning in 2011 and limits the utilization of tax credits to the extent of 50 percent of a taxpayer’s taxable income. The Company recorded additional state tax provision, net of federal benefits as a result of this law change in the fourth quarter of 2008.

The U.S. Federal Tax Extenders and Alternative Minimum Tax Relief Act of 2008 was signed into law on October 3, 2008. Under this law, the federal research and development tax credit was retroactively extended for amounts paid or incurred after December 31, 2007 and before January 1, 2010. The effect of the change in this law for the Company was an increase of $2.4 million in credits for the quarter ended January 2, 2009.

The Company’s policy with respect to its undistributed foreign subsidiaries’ earnings is to consider some of those earnings to be indefinitely reinvested and, accordingly, no related provision for U.S. federal and state income taxes has been provided. Upon distribution of those earnings in the form of dividends or otherwise, the Company may be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. As of January 2, 2009 the Company’s foreign subsidiary accumulated undistributed earnings that are intended to be indefinitely reinvested outside the U.S. is approximately $58.3 million. The amount of the unrecognized deferred tax liability on this amount is approximately $19.2 million.

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A reconciliation of the change in the unrecognized tax balances (UTB) from December 28, 2007 to January 2, 2009 is as follows:

(in thousands)	Federal, State and Foreign Tax			Accrued Interest and Penalties			Unrecognized Income Tax Benefits

Balance at December 29, 2006	$	21,500		$	2,200		$	23,700

Additions for tax positions related to the current year		2,800			1,000			3,800

Additions for tax positions related to prior years		800			-			800

Other reductions for tax positions related to prior years		(400	)		(100	)		(500	)

Foreign exchange		600			-			600

Balance at December 28, 2007	$	25,300		$	3,100		$	28,400

Total UTBs that, if recognized, would impact the effective tax rate as of December 28, 2007	$	25,300		$	3,100		$	28,400

Additions for tax positions related to the current year		5,300			1,320			6,620

Additions for tax positions related to prior years		3,800			-			3800

Other reductions for tax positions related to prior years		(900	)		(20	)		(920	)

Foreign exchange		(600	)		-			(600	)

Balance at January 2, 2009	$	32,900		$	4,400			37,300

Total UTBs that, if recognized, would impact the effective tax rate as of January 2, 2009	$	32,900		$	4,400			37,300

The ~~valuation allowance decreased~~Company and its subsidiaries are subject to U.S. federal, state, and foreign income taxes. The Company has substantially concluded all U.S. federal and state income tax matters for years through 1992. Non-U.S. income tax matters have been concluded for years through 2000. The Company is currently in various stages of multiple year examinations by ~~$7.1 million~~Federal, State, and foreign taxing authorities. The Company does not anticipate a significant impact to the unrecognized tax benefits balance with respect to current tax examinations. Although the timing of the resolution and/or closure on audits is highly uncertain, the Company does not believe that the unrecognized tax benefits would materially change in ~~fiscal 2005, $21.8 million~~the next twelve months.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in ~~fiscal 2004~~income tax expense. The Company’s liability includes interest and ~~$13.1 million in fiscal 2003. Approximately, $1.2 million, $8.0~~penalties at January 2, 2009 and December 30, 2007, of $4.4 million and ~~$14.1~~$3.1 million, respectively, which were recorded in Other non-current liabilities in the accompanying Consolidated Balance Sheets.

Table of the valuation allowance at December 30, 2005, December 31, 2004 and January 2, 2004 respectively relate to the tax benefit of stock option deduction, which will be credited to equity if and when realized.Contents

Repatriation of foreign earnings. The American Jobs Creation Act of 2004 (the Act) provides for a special one-time elective dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer equal to 85% of the eligible distribution. During the fourth quarter of 2005, the Company repatriated $39.5 million, of which $24 million qualified for the special one-time elective dividends received deduction and $15.5 million constituted earnings that do not qualify under the Act; previously taxed income and return of capital. The company recorded a $6.4 million tax benefit from these foreign earnings.

NOTE 13: COMPREHENSIVE INCOME

The components of comprehensive income and related tax effects ~~were~~are as follows:

Fiscal Years Ended
December 30,
2005
December 31,
2004
January 2,
2004
(in thousands)

Net income $ 84,855 $ 67,680 $ 38,485
Foreign currency translation adjustments, net of tax of $308 in 2005 and $(912) in 2004 (24,690) 14,025 31,198
Net gain (loss) on hedging transactions (106) 106 (7)
Net unrealized gain (loss) on investments (34) (6) 74
Total comprehensive income $ 60,025 $ 81,805 $ 69,750

	January 2,			December 28,			December 29,
Fiscal Years Ended	2009			2007			2006
(in thousands)
Net income	$	141,472		$	117,374		$	103,658
Foreign currency translation adjustments, net of tax of $583 in 2008 and $(636) in 2007		(31,722	)		18,655			21,709
Net unrealized actuarial gain (loss)		43			(13	)		-
Net unrealized gain (loss) on investments		(392	)		(33	)		4
Total comprehensive income	$	109,401		$	135,983		$	125,371

The components of accumulated other comprehensive income, net of related tax were as follows:

December 30, December 31,
Fiscal Years Ended 2005 2004
(in thousands)

Accumulated foreign currency translation adjustments $ 19,504 $ 44,191
Accumulated net gain on hedging transactions - 106
Accumulated net unrealized gain on foreign currency 30 67
Total accumulated other comprehensive income $ 19,534 $ 44,364

	January 2,			December 28,
Fiscal Years Ended	2009			2007
(in thousands)
Accumulated foreign currency translation adjustments	$	28,147		$	59,869
Net unrealized loss on investments		(392	)		-
Net unrealized actuarial losses		(106	)		(149	)
Total accumulated other comprehensive income	$	27,649		$	59,720

NOTE 14: EMPLOYEE STOCK BENEFIT PLANS

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (“Purchase Plan”) under which an aggregate of ~~5,325,000~~11,550,000 shares of Common Stock have been reserved for sale to eligible employees as approved by the shareholders to date. The plan permits full-time employees to purchase Common Stock through payroll deductions at 85% of the lower of the fair market value of the Common Stock at the beginning or at the end of each ~~six-month~~ offering ~~period.~~period, which is generally six months. The amended Purchase Plan terminates on ~~December 31, 2008.~~September 30, 2018. In fiscal ~~2005~~2008, 2007 and ~~2004,~~2006, the shares issued under the Purchase Plan were ~~179,999~~437,833, 430,068 and ~~183,214~~195,398 shares, respectively. Compensation expense recognized during fiscal 2008, 2007 and 2006 related to shares granted under the Employee Stock Purchase Plan was $3.4 million, $2.6 million and $1.8 million, respectively. At ~~December 30, 2005,~~January 2, 2009, the number of shares reserved for future purchases by eligible employees was ~~367,836.~~572,217.

Restricted Stock Award

Trimble did not grant any restricted stock awards in fiscal 2008 or fiscal 2007. During the second quarter of fiscal ~~2005,~~2006, the Company granted ~~20,000~~40,000 shares of restricted common stock. The award vests 20% on June 30, 2005 and an additional 20% each June 30 thereafter. The Company recorded compensation expense in the Consolidated Statements of ~~$120,000~~Income of $155,000, $191,000 and $191,000 for fiscal ~~2005. Trimble did not grant any restricted stock in fiscal 2004~~2008, 2007 and ~~fiscal 2003.~~

~~Page 68~~

2006, respectively.

2002 Stock Plan

In 2002, Trimble’s ~~Board~~board of ~~Directors~~directors adopted the 2002 Stock Plan (“2002 Plan”). The 2002 Plan approved by the shareholders provides for the granting of incentive and non-statutory stock options and stock awards for up to ~~4,500,000~~12,000,000 shares plus any shares currently reserved but ~~un-issued~~unissued to employees, consultants, and directors of Trimble. Incentive stock options may be granted at exercise prices that are not less than 100% of the fair market value of Common Stock on the date of grant. Employee stock options granted under the 2002 Plan generally have 84-120 month terms, and vest at a rate of 20% at the first anniversary of grant and monthly thereafter at an annual rate of 20%, with full vesting occurring at the fifth anniversary of the grant. In certain instances, grants vest at a rate of 40% at the second anniversary of grant and monthly thereafter at an annual rate of 20% with full vesting occurring at the fifth anniversary of the grant. The Company issues new shares for option exercises. The majority of the restricted share units granted under this plan vest 100% after three years. As of January 2, 2009, options to purchase 8,651,279 shares were outstanding, 156,497 restricted stock units were unvested, and 1,928,329 were available for future grant under the 2002 Plan.

@Road Plan

In connection with the acquisition of @Road in February 2007, the Company assumed all of the outstanding stock options of @Road’s 2000 Stock Option Plan (“@Road Plan”) as well as the plan itself. The @Road Plan provides for the granting of incentive and non-statutory stock options. Incentive stock options may be granted at exercise prices that are not less than 100% of the fair market value of Common Stock on the date of grant. Employee stock options granted under the @Road Plan generally have 120-month terms, and vest at a rate of 20% at the first anniversary of grant and monthly thereafter at an annual rate of 20%, with full vesting occurring at the fifth anniversary of the grant. The ~~exercise price of non-statutory stock options issued under the 2002 Plan must be at least 85% of the fair market value of Common Stock on the date of grant.~~Company issues new shares for option exercises. As of ~~December 30, 2005,~~January 2, 2009 options to purchase ~~3,641,850~~581,342 shares were outstanding ~~and 1,509,230 were~~under the @Road Plan. Shares under this plan are no longer available for ~~future~~ grant ~~under~~due to the ~~2002 Plan.~~Merger of @Road into Trimble.

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1993 Stock Option Plan

In 1992, Trimble's ~~Board~~board of ~~Directors~~directors adopted the 1993 Stock Option Plan (“1993 Plan”). The 1993 Plan, as amended to date and approved by shareholders, provided for the granting of incentive and non-statutory stock options for up to ~~9,562,500~~19,125,000 shares of Common Stock to employees, consultants, and directors of Trimble. Incentive stock options may be granted at exercise prices that are not less than 100% of the fair market value of Common Stock on the date of grant. Employee stock options granted under the 1993 Plan have 120-month terms, and vest at a rate of 20% at the first anniversary of grant, and monthly thereafter at an annual rate of 20%, with full vesting occurring at the fifth anniversary of grant. The ~~exercise price of non-statutory stock options issued under the 1993 Plan must be at least 85% of the fair market value of Common Stock on the date of grant.~~Company issues new shares for option exercises. As of ~~December 30, 2005~~January 2, 2009 options to purchase ~~2,364,495~~1,088,594 shares were outstanding and no shares were available for future grant.

1992 ~~Management Discount~~Employee Stock ~~Option~~Bonus Plan

In 1992, Trimble's ~~Board~~board of ~~Directors~~directors approved the 1992 ~~Management Discount~~Employee Stock ~~Option~~Bonus Plan ("~~Discount~~Bonus Plan"). As of ~~December 30, 2005,~~January 2, 2009, there were no options outstanding to purchase ~~187,500~~ shares ~~were outstanding~~ and ~~no shares~~5,578 were available for future grant under the 1992 ~~Management Discount~~Employee Stock ~~Option~~Bonus Plan.

1990 Director Stock Option Plan

In December 1990, Trimble adopted a Director Stock Option Plan under which an aggregate of ~~570,000~~1,140,000 shares of Common Stock have been reserved for issuance to non-employee directors as approved by the shareholders to date. At ~~December 30, 2005,~~January 2, 2009, options to purchase ~~220,000~~135,000 shares were outstanding, and no shares were available for future grants under the Director Stock Option Plan.

~~SFAS 123 Disclosures~~

~~As stated in Note 2 of the Notes to the Consolidated Financial Statements, Trimble has elected to follow APB 25~~Options Outstanding and related interpretations in accounting for its employee stock options and stock purchase plans. The alternative fair value accounting provided for under SFAS 123 requires use of option pricing models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of Trimble's employee stock options equals the market price of the underlying stock on date of grant, no compensation expense is recognized.

~~Page 69~~

Exercisable

Exercise prices for options outstanding as of ~~December 30, 2005,~~January 2, 2009, ranged from ~~$5.33~~$2.67 to ~~$43.43. The weighted average remaining contractual life of those options is 6.46 years.~~$40.59. In view of the wide range of exercise prices, Trimble considers it appropriate to provide the following additional information with respect to options outstanding at ~~December 30, 2005:~~January 2, 2009:

Options Outstanding Options Exercisable
Weighted- Weighted- Weighted-
Average Average Average
Number Exercise Price Remaining Number Exercise Price
Range Outstanding per Share Contractual Life (Years) Exercisable per Share
$ 5.33 - 7.13 693,327 $ 5.80 3.33 678,527 $ 5.78
7.67 - 10.23 1,006,555 9.36 5.61 708,522 9.14
10.25 - 11.65 805,720 11.25 5.12 687,278 11.23
11.67 - 16.04 472,282 13.22 4.05 455,292 13.16
17.00 858,000 17.00 7.54 369,181 17.00
17.55 - 27.42 832,755 25.15 5.86 650,221 26.10
27.56 3,300 27.56 8.06 525 27.56
29.06 722,456 29.06 8.81 168,173 29.06
30.57 - 33.99 893,350 33.37 9.69 30,167 32.49
34.46 - 43.43 126,250 37.75 8,46 34,498 35.67
Total 6,413,995 $ 18.70 6.46 3,782,384 $ 14.40

		Options Outstanding						Options Exercisable
						Weighted-
				Weighted-		Average				Weighted-
				Average		Remaining				Average
Range		Number Outstanding		Exercise Price per Share		Contractual Life (Years)		Number Exercisable		Exercise Price per Share
(in thousands, except for per share data)

	$2.67 – $5.82		1,263	$	5.05		2.78		1,263	$	5.05
	$6.00 – $7.85		281		6.77		2.30		281		6.77
	$8.02 – $8.50		1,077		8.50		4.46		1,078		8.50
	$8.77 – $14.53		1534		13.65		4.78		1305		13.56
	$14.56 – $17.00		1,514		16.59		6.58		967		16.49
	$17.06 – $19.78		339		18.66		6.44		247		18.73
	$19.96		1,280		19.96		6.77		-		-
	$20.04 – $23.36		227		21.80		6.87		154		21.91
	$23.44		1,206		23.44		4.74		499		23.44
	$23.55 – $40.59		1,735		32.96		6.07		200		30.00
Total			10,456	$	17.76		5.25		5,994	$	12.81

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	Number Of Shares (in thousands)		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)




Options outstanding		10,456	$	17.76		5.27	$	67,317
Options outstanding and expected to vest		9,696		17.26		5.20		65,915
Options exercisable		5,594		12.81		4.60		59,012

Options outstanding and expected to vest are adjusted for expected forfeitures. The aggregate intrinsic value is the total pretax intrinsic value based on the Company’s closing stock price of $22.30 as of January 2, 2009, which would have been received by the option holders had all option holders exercised their options as of that date.

As of January 2, 2009, the total unamortized stock option expense is $31.3 million with a weighted-average recognition period of 3.3 years.

Option Activity

Activity during fiscal ~~2005, 2004, and 2003,~~2008, under the combined plans was as follows:

December 30, 2005 December 31, 2004 January 2, 2004
Fiscal Years Ended Options Weighted average exercise price Options Weighted average exercise price Options Weighted average exercise price
(In thousands, except for per share data)

Outstanding at beginning of year 6,721 16.10 7,601 13.62 7,691 $ 12.35
Granted 874 34.10 1,119 28.20 1,298 16.87
Exercised (1,060) 14.74 (1,710) 12.92 (1,263) 8.90
Cancelled (121) 20.39 (289) 16.55 (125) 15.51
Outstanding at end of year 6,414 18.70 6,721 16.10 7,601 $ 13.62

Exercisable at end of year 3,782 14.40 3,721 13.40 4,136 $ 12.76
Available for grant 1,513 2,275 1,605
Weighted-average fair value of options granted during year $ 14.53 $ 13.85 $ 10.03

	Options			Weighted average exercise price
(in thousands, except for per share data)

Outstanding at beginning of year		10,123		$	15.88
Granted		1,998			23.32
Assumed from @Road		-			-
Exercised		(1,262	)		9.99
Cancelled		(403	)		22.49
Outstanding at end of year		10,456		$	17.76

Available for grant		1,934

~~Non-statutory Options~~

The total intrinsic value of options exercised during fiscal 2008, 2007 and 2006 was $28.3 million, $68.4 million and $48.8 million, respectively. Compensation expense recognized during fiscal 2008, 2007 and 2006 related to stock options was $11.8 million, $12.3 million and $10.7 million, respectively.

~~On May 3, 1999, Trimble entered into an agreement~~Restricted Stock Unit Activity

Activity during fiscal 2008 was as follows:

	Restricted Stock Units			Weighted Average Grant-Date Fair Value
(in thousands, except for per share data)

Nonvested at beginning of year		63		$	40.55
Granted		99		$	20.19
Vested		-			-
Cancelled		(6	)	$	38.56
Nonvested at end of year		156		$	27.78

Compensation expense recognized during fiscal 2008 and 2007 related to ~~grant~~restricted stock units was $1.0 million and $65,000, respectively. There were no restricted stock units granted prior to fiscal 2007. As of January 2, 2009, there was $2.9 million of total unamortized restricted stock unit compensation expense related to nonvested restricted stock units, with a ~~non-statutory option to purchase up to 45,000 shares~~weighted-average recognition period of ~~common stock at an exercise price of $6.50 per share, with an expiration date of March 29, 2004. These non-statutory options were exercised January 15, 2004.~~2.42 years.

~~Page 70~~80

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Warrants

On April 12, 2002, the Company issued to Spectra-Physics Holdings USA, Inc., a warrant to purchase up to ~~564,350~~1,128,700 shares of Trimble’s Common Stock over a fixed period of time. Initially, Spectra-Physics’ warrant entitled it to purchase ~~300,000~~600,000 shares of Common Stock over a five-year period at an exercise price of ~~$10.07~~$5.04 per share. On a quarterly basis beginning July 14, 2002, Spectra-Physics’ warrant became exercisable for an additional ~~375~~750 shares of Common Stock for every $1 million of principal and interest outstanding to Spectra-Physics until the obligation was paid off in full. These shares are purchasable at a price equal to the average of Trimble’s closing price for the five days immediately proceeding the last trading day of each quarter. On July 14, 2002 an additional ~~26,046~~52,092 shares became exercisable at an exercise price of ~~$9.64~~$4.82 per share. On October 14, 2002 an additional ~~26,736~~53,472 shares became exercisable at an exercise price of ~~$6.12.~~$3.06. On January 14, 2003, an additional ~~27,426~~54,852 shares became exercisable at an exercise price of ~~$9.03.~~$4.52. On April 14, 2003, an additional ~~14,312~~28,623 shares became exercisable at an exercise price of ~~$13.37. The additional shares are exercisable over a 5-year period. No additional shares will be issuable under the warrant as the underlying obligation has been paid off in full.~~

$6.69. The approximate fair value of the warrants of $2.4 million was determined using the Black-Scholes pricing model with the following assumptions: contractual life of 5-year period, risk-free interest rate of 4%; volatility of 65%; and no dividends during the contractual term. The ~~value~~additional shares are exercisable over a 5-year period. No additional shares will be issuable under the warrant as the underlying obligation has been paid off in full. During fiscal 2008 there were 28,623 shares exercised related to the warrants. For fiscal 2007, 760,416 shares were exercised and for fiscal 2006, no shares were exercised. As of January 2, 2009, there are no shares outstanding and exercisable under the ~~warrants was being amortized to interest expense over the term of the Subordinated Note and the unamortized balance was written off to interest expense on June 2003 upon repayment of the note.~~

On December 21, 2001 and January 15, 2002, in connection with the first and second closing of the private placement of the Company’s Common Stock, Trimble granted five-year warrants to purchase an additional 919,008 shares of Common Stock, subject to certain adjustments, at an exercise price of $12.97 per share.warrants.

NOTE 15: BENEFIT PLANS

401(k) Plan

Under ~~Trimble's~~the Company’s 401(k) Plan, USU.S. employee participants (including employees of certain subsidiaries) may direct the investment of contributions to their accounts among certain mutual funds and the Trimble Navigation Limited Common Stock Fund. The Trimble Fund sold 106,931 net ~~42,945~~ shares of Common Stock for an aggregate of ~~$1.6~~$3.2 million in fiscal ~~2005. Trimble,~~2008. The Company, at its discretion, matches individual employee 401(k) Plan contributions at a rate of fifty cents of every dollar that the employee contributes to the 401(k) Plan up to 5% of the employee’s annual salary to an annual maximum of $2,500. ~~Trimble's~~The Company’s matching contributions to the 401(k) Plan were ~~$2.2~~$3.3 million in fiscal ~~2005, $1.9~~2008, 3.1 million in fiscal ~~2004~~2007, and ~~$1.8~~$2.5 million in fiscal ~~2003.~~2006.

~~Profit-Sharing Plan~~

In 1995, Trimble introduced an employee profit-sharing plan in which all employees, excluding executives and certain levels of management, participate. The plan distributes to employees approximately 5% of quarterly adjusted pre-tax income. Payments under the plan during fiscal 2005, 2004 and 2003 were $5.9 million, $4.4 million, and $2.5 million, respectively.

Defined Contribution Pension Plans

Certain of the Company’s European subsidiaries participate in state sponsored pension plans. Contributions are based on specified percentages of employee salaries. For these plans, ~~Trimble~~the Company contributed and charged to expense approximately ~~$0.6~~$0.9 million for fiscal ~~2005, $0.6~~2008, $0.8 million for fiscal ~~2004,~~2007 and ~~$2.0~~$0.7 million for fiscal ~~2003.~~2006.

Defined Benefit Pension Plan

~~Trimble~~The Company provides defined benefit pension plans in ~~certain countries outside the United States, including~~ Sweden and Germany. The largest of these plans is provided by the Swedish subsidiary which has an unfunded defined benefit pension plan that covered substantially all of its full-time employees through 1993. Benefits are based on a percentage of eligible earnings. The employee must have had a projected period of pensionable service of at least 30 years as of 1993. If the period was shorter, the pension benefits were reduced accordingly. Active employees do not accrue any future benefits; therefore, there is no service cost and the liability will only increase for interest cost.

On December 28, 2007, the Company adopted the recognition and disclosure provisions of SFAS 158. The Company adopted the measurement date provision in fiscal year 2008. SFAS 158 required the Company to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of its pension plan in the Consolidated Balance Sheet, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses and unrecognized transition obligation remaining from the initial adoption of SFAS 87, all of which were previously netted against the plan’s funded status in the Company’s Consolidated Balance Sheets pursuant to the provisions of Statement 87. These amounts will be subsequently recognized as net periodic pension cost pursuant to the Company’s historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive income at adoption of SFAS 158. The adoption of SFAS 158 did not have a material impact on the Company’s consolidated statement of income for any period presented.

~~Page 71~~81

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~~Net periodic benefit costs~~The pension related balances on the Company’s Consolidated Balance Sheet at January 2, 2009 and December 28, 2007 are presented in ~~fiscal 2005, 2004, and 2003 were not material.~~the following table.

Fiscal Years Ended	January 2, 2009			December 28, 2007
(in thousands)

Current accrued pension liability	$	140		$	276
Non-current accrued pension liability		5,439			6,646

Unrecognized actuarial loss		(106	)		(149	)

The changes in the benefit obligations and plan assets of the significant ~~non-US~~non-U.S. defined benefit pension plans for fiscal ~~2005~~2008 and ~~2004~~2007 were as follows:

Fiscal Years Ended	January 2, 2009			December 28, 2007
(in thousands)

Change in benefit obligation:
Benefit obligation at beginning of year	$	10,231		$	9,398
Adjustment to (exclude)/include benefit obligation for the Netherlands subsidiary*		(2,334	)		336
Benefit obligation at beginning of year (restated)		7,897			9,734
Service cost		33			411
Interest cost		337			460
Benefits paid		(303	)		(359	)
Foreign exchange impact		(963	)		173
Actuarial (gains) losses		(62	)		(188	)
Benefit obligation at end of year		6,939			10,231
Change in plan assets:
Fair value of plan assets at beginning of year		3,309			2,913
Adjustment to include fair value of plan assets for the Netherlands subsidiary		(1,984	)		(13	)
Fair value of plan assets at beginning of year (restated)		1,325			2,900
Actual return on plan assets		38			(92	)
Employer contribution		68			355
Plan participants’ contributions		-			-
Benefits paid		(59	)		(123	)
Foreign exchange impact		(12	)		269
Fair value of plan assets at end of year		1,360			3,309

Benefit obligation in excess of plan assets at end of year	$	5,579		$	6,922

Current portion (included in accrued compensation and benefits)		140			276
Non-current portion (included in other non-current liabilities)		5,439			6,646

Fiscal Years Ended December 30, 2005 December 31, 2004
(in thousands)

Change in benefit obligation:
Benefit obligation at beginning of year $ 7,208 $ 6,204
Service cost 90 74
Interest cost 270 388
Benefits paid (312) (196)
Foreign exchange impact (1,145) 699
Actuarial (gains) losses 818 39
Benefit obligation at end of year 6,929 7,208
Change in plan assets:
Fair value of plan assets at beginning of year 1,088 872
Actual return on plan assets 36 64
Employer contribution 339 238
Plan participants' contributions - -
Benefits paid (312) (196)
foreign exchange impact (172) 110
Fair value of plan assets at end of year 980 1,088
Benefit obligation in excess of plan assets 5,949 6,120
Unrecognized prior service cost - -
Unrecognized net actuarial gain (loss) (419) 127
Accrued pension costs (included in accrued liabilities) $ 5,529 $ 6,247
*The Company changed its defined benefit pension plan in Netherlands to a defined contribution plan in fiscal 2008.

Table of Contents

The under-funded status of the plan of $5.6 million at January 2, 2009 is recognized in the accompanying Consolidated Balance Sheets as a short-term and a long-term accrued pension liability. No plan assets are expected to be returned to Trimble during fiscal 2008.

Net periodic benefit cost in fiscal 2008 was not material.

Actuarial assumptions used to determine the net periodic pension costs for ~~the year ended December 30, 2005~~fiscal 2008 were as follows:

Swedish Subsidiary

German Subsidiaries
Discount rate 4.8% 4.0%
Rate of compensation increase 2.5% 2.0%
Measurement Date 12/30/05 12/30/05

	Swedish Subsidiary			German Subsidiaries
Discount rate		4.8	%		6.5	%
Rate of compensation increase		2.0	%		2.0	%
Measurement Date	1/2/2009			1/2/2009

~~Trimble’s~~The Company’s accumulated benefits obligation was ~~$7.0~~approximately $6.9 million and ~~$7.3~~$10.2 million for fiscal ~~2005~~2008 and fiscal ~~2004~~2007, respectively.

~~Trimble’s~~The Company’s plan assets are primarily located in ~~our~~the Company's German subsidiaries. For German subsidiaries, for fiscal ~~2005 and fiscal 2004,~~2008, the asset allocation of ~~our~~the total plan assets was approximately as follows: 89% local government bonds, 7% real estate and 4% equity securities. Long-term asset allocation and expected return on assets assumptions are derived from detailed annual studies conducted by ~~Trimble’s~~the Company's asset management group and actuaries. ~~Trimble’s~~The Company’s asset management group limits allocation to equity securities and real estate to a maximum of 10% and 25%, respectively, with the remaining assets to be allocated to local government bonds. While the asset allocation give appropriate consideration to recent performance and historical returns, the strategy is focused primarily on conservative and sustainable long-term returns. Based on historical returns, ~~Trimble~~the Company expects future return on assets to be approximately 4%.

~~Trimble~~The Company expects to contribute approximately ~~$300,000~~$372,000 to plan assets in fiscal year ended ~~2006.~~

2009.

~~Page 72~~

The following benefit payments, which reflect estimated future employee service, as appropriate, are expected to be ~~paid:~~paid (in thousands):

	2009	$	390
	2010		422
	2011		431
	2012		434
	2013		465
	Thereafter		6,457
Total		$	8,599

Expected Benefit Payments
(In thousands)

2006 $222
2007 $265
2008 $310
2009 $368
2010 $869
2011-2015 $1,966
Total $4,000

NOTE 1~~6: RELATED-PARTY TRANSACTIONS~~

~~Related-Party Lease~~

Trimble currently leases office space in Ohio from an association of three individuals, one of whom is an employee of the Company, under a non-cancelable operating lease arrangement expiring in 2011. The annual rent is subject to adjustment based on the terms of the lease. The Consolidated Statements of Income include expenses from this operating lease of $350,000 for fiscal years 2005, 2004, and 2003.

As part of the Apache Technologies, Inc. acquisition in the second quarter of fiscal 2005, Trimble currently leases an office, manufacturing facility and equipment from a group of individuals, all of whom are now employees of the Company, under a non-cancelable operating lease expiring in January 2013. The Consolidated Statements of Income include expenses for this operating lease of approximately $148,000 for fiscal year 2005.

~~These related-party leases were entered into at rates that were similar to comparable market rates.~~

~~Related-Party Notes Receivable~~

Trimble has notes receivable from employees of approximately $0.1 million as of December 30, 2005 and $0.4 million as of December 31, 2004. The notes bear interest from 4.52% to 6.62% and have an average remaining life of 0.3 years as of December 30, 2005.

~~See Note 5 to the Notes to the Consolidated Financial Statements for additional information regarding Trimble’s related party transactions with joint venture partners.~~

~~NOTE 1~~7:16: STATEMENT OF CASH FLOW DATA

December 30, December 31, January 2,
Fiscal Years Ended 2005 2004 2004
(in thousands)

Supplemental disclosure of cash flow information:
Interest paid $ 1,081 $ 3,142 $ 10,208
Income taxes paid $ 8,938 $ 6,694 $ 688

Significant non-cash investing activities:
Issuance of shares related to investment in joint venture $ - $ - $ 5,922
Issuance of shares related to acquisition related earn-out payments $ - $ 899 $ 1,349

	January 2,		December 28,		December 29,
Fiscal Years Ended	2009		2007		2006
(in thousands)

Supplemental disclosure of cash flow information:
Interest paid	$	2,451	$	6,250	$	8
Income taxes paid	$	73,756	$	35,170	$	36,000

Significant non-cash investing activities:
Issuance of shares to acquire @Road	$	-	$	161,947	$	-

~~Page 73~~83

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NOTE 18:17: LITIGATION

From time to time, the Company is involved in litigation arising out of the ordinary course of its business. There are no known claims or pending litigation expected to have a material effect on the Company’s overall financial position, results of operations, or liquidity.

NOTE ~~19:~~18: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

	March 28,		June 27,		September 26,		January 2,
Fiscal period ended	2008		2008		2008		2009
(in thousands, except per share data)

Revenue	$	355,296	$	377,767	$	328,087	$	268,084
Gross margin		174,376		187,099		165,623		122,038
Net income		40,067		48,599		39,067		13,739

Basic net income per share		0.33		0.40		0.32		0.12
Diluted net income per share		0.32		0.39		0.31		0.11

First Second Third Fourth
Quarter Quarter Quarter Quarter
(in thousands, except per share data)

Fiscal 2005
Revenue $ 195,383 $ 204,225 $ 188,484 $ 186,821
Gross margin 97,807 102,407 97,292 92,299
Net income 17,439 23,787 20,236 23,393

Basic net income per share 0.33 0.45 0.38 0.43
Diluted net income per share 0.31 0.42 0.35 0.41

Fiscal 2004
Revenue $ 156,510 $ 179,451 $ 170,164 $ 162,683
Gross margin 75,760 88,319 83,372 77,359
Net income 12,840 20,518 17,917 16,405

Basic net income per share 0.25 0.40 0.35 0.32
Diluted net income per share 0.24 0.38 0.33 0.29

	March 30,		June 29,		September 28,		December 28,
Fiscal period ended	2007		2007		2007		2007
(in thousands, except per share data)

Revenue	$	285,732	$	327,732	$	296,023	$	312,783
Gross margin		143,130		167,169		146,940		155,666
Net income		28,683		35,026		27,374		26,291

Basic net income per share		0.25		0.29		0.23		0.22
Diluted net income per share		0.24		0.28		0.22		0.21

~~Significant quarterly items for~~

Trimble has a 52-53 week fiscal ~~2005 include~~year, ending on the ~~following: (i) in~~Friday nearest to December 31. Fiscal 2008 was a 53-week year and fiscal 2007 was a 52-week year. As a result of the first quarter of 2005 a $0.2 million charge, or less than $0.01 per diluted share relating to facilities closure; (ii) in the third quarter of 2005 a $0.9 million charge, or $0.02 per diluted share relating to a write-off of debt issuance costs; (iii) inextra week, year-over-year results may not be comparable. The Company was shut down an additional week during the fourth quarter of ~~2005~~fiscal 2008. Thus, due to the inherent nature of adopting a ~~$1.1 million charge, or $0.02 per diluted share relating~~52-53 week fiscal year, the Company, analysts, shareholders, investors, and others will have to ~~in-process research~~make appropriate adjustments to any analysis performed when comparing our activities and ~~development and $9.2 million or $0.16 per diluted share related to deferred gain on joint venture.~~

results.

Significant quarterly items for fiscal 2004 include the following: (i) in the second quarter of 2004 a $1.2 million income, or $0.03 per diluted share relating to valuation of investment; (ii) in the third quarter of 2004 a $0.2 million income, or less than $0.01 per diluted share relating to revaluation of investment; (iii) in the fourth quarter of 2004 a $0.4 million charge, or less than $0.01 per diluted share relating to revaluation of investment.

~~Page 74~~84

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Trimble Navigation Limited

We have audited the accompanying consolidated balance sheets of Trimble Navigation Limited as of ~~December 30, 2005~~January 2, 2009 and December ~~31, 2004,~~28, 2007, and the related consolidated statements of income, ~~shareholders'~~shareholders’ equity, and cash flows for each of the three years in the period ended ~~December 30, 2005.~~January 2, 2009. Our audits also included the financial statement schedule listed in the index at Item ~~15(a)(2).~~15 (a) Schedule II. These financial statements and schedule are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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 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 consolidated financial position of Trimble Navigation Limited at ~~December 30, 2005~~January 2, 2009 and December ~~31, 2004,~~28, 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended ~~December 30, 2005,~~January 2, 2009, in conformity with ~~U.S.~~U.S generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for uncertain tax positions as of December 30, 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ~~the effectiveness of~~ Trimble Navigation Limited’s internal control over financial reporting as of ~~December 30, 2005,~~January 2, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated ~~March 8, 2006,~~February 27, 2009, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

~~Palo Alto,~~San Jose, California

~~March 8, 2006~~February 27, 2009

~~Page 75~~85

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Trimble Navigation Limited

We have audited ~~management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting at Item 9A, that~~ Trimble Navigation ~~Limited maintained effective~~Limited's internal control over financial reporting as of ~~December 30, 2005,~~January 2, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Trimble Navigation Limited’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial ~~reporting.~~reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on ~~management’s assessment and an opinion on~~ the ~~effectiveness of the company’s~~Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, ~~evaluating management’s assessment,~~assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Trimble Navigation Limited maintained effective internal control over financial reporting as of December 30, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Trimble Navigation Limited maintained, in all material respects, effective internal control over financial reporting as of ~~December 30, 2005,~~January 2, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Trimble Navigation Limited as of ~~December 30, 2005~~January 2, 2009 and December ~~31, 2004,~~28, 2007, and the related consolidated statements of income, ~~shareholders'~~shareholders’ equity, and cash flows for each of the three years in the period ended ~~December 30, 2005, of Trimble Navigation Limited~~January 2, 2009 and our report dated ~~March 8, 2006~~February 27, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

~~Palo Alto,~~San Jose, California

~~March 8, 2006~~February 27, 2009

~~Page 76~~86

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Item 99. Changes in and Disagreements with Accountants on Accounting and Financial ~~Disclosure~~Disclosure.

None

Item 9A. Controls and ~~Procedures~~Procedures.

(a) Evaluation of Disclosure Controls and Procedures

~~Trimble’s~~The management, with the participation of our Chief Executive Officer ~~(“CEO”)~~ and Chief Financial Officer, ~~(“CFO”), after evaluating~~has evaluated the effectiveness of ~~the company’s “disclosure~~our disclosure controls and ~~procedures”~~procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~"Exchange Act")), as of ~~December 30, 2005,~~the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~December 30, 2005,~~ the ~~company’s~~end of such period, our disclosure controls and procedures were effective and designed to provide reasonable assurance that material information relating to the company and its consolidated subsidiaries required to be included in the company’s periodic filings under the Exchange Act would be made known to them by others within those entities.are effective.

Inherent Limitations on Effectiveness of Controls

The ~~company’s~~Company’s management, including the CEO and CFO, does not expect that our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) ~~Management's~~Management’s Report on Internal Control over Financial Reporting

The ~~company’s~~Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The ~~company’s~~Company’s management, including the CEO and CFO, conducted an evaluation of the effectiveness of its internal control over financial reporting based on the Internal Control -– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, the ~~company’s~~Company’s management concluded that its internal control over financial reporting was effective as of ~~December 30, 2005.~~January 2, 2009.

~~Management's assessment of the~~The effectiveness of our internal control over financial reporting as of ~~December 30, 2005~~January 2, 2009 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

~~(c)~~

Changes in Internal Control over Financial Reporting

During the quarter ended ~~December 30, 2005,~~January 2, 2009, there were no changes in the ~~company’s~~Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the ~~company’s~~Company’s internal control over financial reporting.

Item 9B. Other ~~Information~~Information.

None.

~~Page 77~~87

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PART III

Item 1010. Directors, ~~and~~ Executive Officers ~~of the Registrant~~and Corporate Governance.

The information required by this item, insofar as it relates to ~~Trimble's~~Trimble’s directors, will be contained under the captions ~~"Election~~“Election of ~~Directors"~~Directors” and ~~"Section~~“Section 16(a) Beneficial Ownership Reporting ~~Compliance"~~Compliance” in the Proxy Statement and is incorporated herein by reference. The information required by this item relating to executive officers is set forth above in Item 1 Business Overview under the caption “Executive Officers.”

The information required by this item in so far as it relates to the nominating and audit committees will be contained in the Proxy Statement under the caption “Board Meetings and Committees.”

Code of Ethics

The Company’s Business Ethics and Conduct Policy applies to, among others, to the Company’s Chief Executive Officer, Chief Financial Officer, Vice President of Finance, Corporate Controller, and other finance organization employees. The Business Ethics and Conduct Policy is available on the Company’s website at www.trimble.com under the heading “Corporate Governance and Policies” on the Investor Information page of our website. A copy will be provided, without charge, to any shareholder who requests one by written request addressed to General Counsel, Trimble Navigation Limited, 935 Stewart Drive, Sunnyvale, CA 94085.

If any substantive amendments to the Business Ethics and Conduct Policy are made or any waivers are granted, including any implicit waiver, from a provision of the Business Ethics and Conduct Policy, to its Chief Executive Officer, Chief Financial Officer, Vice President of Finance, or Corporate Controller, the Company will disclose the nature of such amendment or waiver on the Company’s website at www.trimble.com or in a report on Form 8-K.

Item 1111. Executive ~~Compensation~~Compensation.

The information required by this item will be contained in the Proxy Statement under the caption ~~"Executive Compensation"~~“Executive Compensation” and is incorporated herein by reference.

Item 1212. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder ~~Matters~~Matters.

The information required by this item will be contained in the Proxy Statement under the caption ~~"Security~~“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder ~~Matters"~~Matters” and is incorporated herein by reference.

Item 1313. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be contained in the Proxy Statement under the caption ~~"Certain~~“Certain Relationships and Related ~~Transactions"~~Transactions, and Director Independence” and is incorporated herein by reference.

Item 1414. Principal ~~Accountant~~Accounting Fees and ~~Services~~Services.

The information required by this item will be contained in the Proxy Statement under the caption ~~"Principal Accountant~~“Principal Accounting Fees and ~~Services"~~Services” and is incorporated herein by reference.

~~Page 78~~88

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

~~Item 15.~~~~Exhibits,~~(a) (1) Financial ~~Statement Schedules.~~

~~(a)~~

~~(1)~~ ~~Financial~~ Statements

The following consolidated financial statements required by this item are included in Part II Item 8 hereof under the caption ~~"Financial~~“Financial Statements and Supplementary Data."”

		Page in this Annual Reporton on Form 10-K
Consolidated Balance Sheets at ~~December 30, 2005~~January 2, 2009 and December ~~31, 2004~~28, 2007	43		46

Consolidated Statements of Income for ~~each of~~ the ~~three~~ fiscal years ended January 2, 2009, December 28, 2007 and December 29, 2006
~~in the period ended December 30, 2005~~	4447

~~Consolidated Statement of Shareholders' Equity for each of the three fiscal years~~
in Consolidated Statement of Shareholders’ Equity for the ~~period~~fiscal years ended January 2, 2009, December ~~30, 2005~~28, 2007 and December 29, 2006	45		48

Consolidated Statements of Cash Flows for ~~each of~~ the ~~three~~ fiscal years ended January 2, 2009, December 28, 2007 and December 29, 2006			49
~~in the period ended December 30, 2005~~	46

Notes to Consolidated Financial Statements	47		50

Reports of Independent Registered Public Accounting Firm	72		85

(2)��Financial Statement Schedules

The following financial statement schedule is filed as part of this report:

		Page in this Annual Report on Form 10-K
Schedule II -– Valuation and Qualifying Accounts			S-1

All other schedules have been omitted as they are either not required or not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

~~(3)~~(b) Exhibits

Exhibit

Number

3.1	Restated Articles of Incorporation of the Company filed June 25, 1986. (5)
3.2	Certificate of Amendment of Articles of Incorporation of the Company filed October 6, 1988. (6)
3.3	Certificate of Amendment of Articles of Incorporation of the Company filed July 18, 1990. (7)
3.4	Certificate of Determination of the Company filed February 19, 1999. (8)
3.5	Certificate of Amendment of Articles of Incorporation of the Company filed May 29, 2003. ~~(17)~~(14)
3.6	Certificate of Amendment of Articles of Incorporation of the Company filed March 4, 2004. ~~(21)~~(16)
3.7	Certificate of Amendment of Articles of Incorporation of the Company filed February 21, 2007. (23)
3.8	Bylaws of the Company (amended and restated through ~~January 22, 2004)~~July 20, 2006). ~~(20)~~(15)
4.1	Specimen copy of certificate for shares of Common Stock of the Company. (1)
4.2	Preferred Shares Rights Agreement dated as of February 18, 1999. (4)
4.3	Agreement of Substitution and Amendment of Preferred Shares Rights Agreement dated September 10, 2004. ~~(22)~~
~~4.4~~	~~First Amended and Restated Stock and Warrant Purchase Agreement between and among the Company and the investors thereto dated January 14, 2002. (13)~~
~~4.5~~	~~Form of Warrant to Purchase Shares of Common Stock dated January 14, 2002. (14)~~
~~4.6~~	~~Form of Warrant dated April 12, 2002. (15)~~(17)
10.1+	Form of Indemnification Agreement between the Company and its officers and directors. ~~(28)~~(19)

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10. 2+	1990 Director Stock Option Plan, as amended, and form of Outside Director Non-statutory Stock Option Agreement. (3)
10.3+	1992 Management Discount Stock Option and form of Non-statutory Stock Option Agreement. (2)
10.4+	1993 Stock Option Plan, as amended October 24, 2003. (11)
10.5+	Trimble Navigation 1988 Employee Stock Purchase Plan, as amended ~~May 19, 2004. (28)~~January 17, 2007. (25)
10.6+	Employment Agreement between the Company and Steven W. Berglund dated March 17, 1999. (9)
10.7+	Trimble Navigation Limited Deferred Compensation Plan effective December 30, 2004, as amended ~~May~~and restated October 19, ~~2005.~~2007. (10)
10.8+	Australian Addendum to the Trimble Navigation Limited 1988 Employee Stock Purchase Plan. (12)
10.9+	Trimble Navigation Limited 2002 Stock Plan (as amended and restated ~~January 20, 2005)~~December 31, 2008), including forms of option and restricted stock unit agreements. ~~(19)~~(27)
10.10	Amended and Restated Credit Agreement dated February 16, 2007 (amending and restating the Credit Agreement dated as of July 28, ~~2005~~2005) among Trimble Navigation Limited, the Subsidiary Borrowers, The Bank of Nova Scotia (Administrative Agent, Issuing Bank and Swing Line Bank), ~~The Bank of New York~~Citibank N.A. and ~~Harris Nesbitt~~BMO Capital Markets (Co-Syndication Agents), Bank of America, N.A. and Wells Fargo Bank N.A. (Co-Documentation Agents), The Bank of Nova Scotia and BNY Capital Markets, Inc. (Joint Lead Arrangers), and The Bank of Nova Scotia (Sole Book Runner). ~~(16)~~(13)
10.11+	Employment Agreement between the Company and Rajat Bahri dated December 6, 2004. ~~(23)~~(18)
10.12+	Board of Directors Compensation Policy effective ~~January~~July 1, ~~2004. (24)~~2007. (26)
10.13+	~~Form~~Amended and Restated form of Change in Control severance agreement between the Company and certain Company officers. ~~(18)~~(27)
10.14+	~~Letter of Assignment~~Amendment to Employment Agreement between the Company and ~~Alan Townsend~~Steven W. Berglund dated ~~November 12, 2003. (25)~~December 19, 2008. (27)
10.15+	~~Supplemental agreement~~Amendment to ~~Letter~~letter of ~~Assignment~~employment between the Company and ~~Alan Townsend~~Rajat Bahri dated ~~January 19, 2004. (26)~~
~~10.16+~~	~~Trimble Navigation Limited 2006 Management Incentive Plan Description.~~December 31, 2008. (27)
~~10.17~~10.16	Lease dated May 11, 2005 between CarrAmerica Realty Operating Partnership, L.P. and the Company. ~~(28)~~(22)
10.17+	Trimble Navigation Limited 2007 Management Incentive Plan Description. (20)
10.18+	@Road, Inc. 2000 Stock Option Plan, as amended May 16, 2000. (24)
10.19	Amendment No. 1 to the Amended and Restated Credit Agreement. (27)
10.20+	Trimble Navigation Limited Annual Management Incentive Plan Description. (21)
21.1	Subsidiaries of the Company. ~~(28)~~(27)
23.1	Consent of ~~Ernst & Young LLP, independent registered public accounting firm. (28)~~Independent Registered Public Accounting Firm. (27)
24.1	Power of Attorney included on signature page herein.
31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)
31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)
32.1	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)
32.2	Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)

+	Management contract or compensatory plan or ~~arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 14(c) thereof.~~arrangement.
(1)	Incorporated by reference to exhibit number 4.1 to the ~~Company's~~Company’s Registration Statement on Form S-1, as amended (File No. 33-35333), which became effective July 19, 1990.
(2)	Incorporated by reference exhibit number 10.46 to the ~~Company's~~Company’s Registration Statement on Form S-1 (File No. 33-45990), which was filed February 25, 1992.
(3)	Incorporated by reference to exhibit number 10.32 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993.
(4)	Incorporated by reference to exhibit number 1 to the ~~Company's~~Company’s Registration Statement on Form 8-A, which was filed on February 18, 1999.
(5)	Incorporated by reference to exhibit number 3.1 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(6)	Incorporated by reference to exhibit number 3.2 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(7)	Incorporated by reference to exhibit number 3.3 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(8)	Incorporated by reference to exhibit number 3.4 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(9)	Incorporated by reference to exhibit number 10.67 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(10)	Incorporated by reference to exhibit number ~~10.1~~10.2 to the ~~Company's Current~~Company’s Quarterly Report on Form ~~8-K filed on May 25, 2005.~~10-Q for the quarter ended September 28, 2007.
(11)	Incorporated by reference to exhibit number 10.3 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2003.

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(12)	Incorporated by reference to exhibit number 10.77 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2000.
(13)	Incorporated by reference to exhibit number ~~4.1 to the Company's Current Report on Form 8-K filed on January 16, 2002.~~
~~(14)~~		~~Incorporated by reference to exhibit number 4.2 to the Company's Current Report on Form 8-K filed on January 16, 2002.~~
~~(15)~~		~~Incorporated by reference to exhibit number 4.1 to the Company’s Registration Statement on Form S-3 filed on April 19, 2002.~~
~~(16)~~		~~Incorporated by reference to exhibit number~~ 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 30, ~~2005.~~2007.
~~(17)~~(14)	Incorporated by reference to exhibit number 3.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2003.
(15)	Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2006.
(16)	Incorporated by reference to exhibit number 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004.
(17)	Incorporated by reference to exhibit number 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(18)	Incorporated by reference to exhibit number ~~10.15~~10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(19)	Incorporated by reference to exhibit number ~~10.2 to the Company’s Current Report on Form 8-K filed on May 24, 2005.~~
~~(20)~~		~~Incorporated by reference to exhibit number 3.8 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2004.~~
~~(21)~~		~~Incorporated by reference to exhibit number 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004.~~
~~(22)~~		~~Incorporated by reference to exhibit number 4.3~~10.1 to the Company’s Annual Report on Form 10-K for the year ended December ~~31, 2004.~~30, 2005.
~~(23)~~(20)	Incorporated by reference to exhibit number ~~10.13~~10.1 to the Company’s ~~Annual~~Current Report on Form ~~10-K for the year ended December 31, 2004.~~8-K filed on January 30, 2007.
~~(24)~~(21)	Incorporated by reference to exhibit number ~~10.14~~10.1 to the Company’s ~~Annual~~Current Report on Form ~~10-K for the year ended December 31, 2004.~~8-K filed on April 24, 2008.
~~(25)~~	~~Incorporated by reference to exhibit number 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.~~
~~(26)~~(22)		Incorporated by reference to exhibit number 10.17 to the Company’s Annual Report on Form 10-K for the year ended December ~~31, 2004.~~30, 2005.
~~(27)~~(23)	Incorporated by reference to exhibit number ~~10.1~~3.7 to the Company’s ~~Current~~Quarterly Report on Form ~~8-K filed~~10-Q for the quarter ended March 30, 2007.
(24)	Incorporated by reference to exhibit number 10.19 to the Company’s Annual Report on ~~January 24,~~Form 10-K for the year ended December 29, 2006.
~~(28)~~(25)	Incorporated by reference to exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2006.
(26)	Incorporated by reference to exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 28, 2007.
(27)	Filed herewith.

~~Page 79~~91

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EXHIBIT LIST

Exhibit

Number

3.1	Restated Articles of Incorporation of the Company filed June 25, 1986. (5)
3.2	Certificate of Amendment of Articles of Incorporation of the Company filed October 6, 1988. (6)
3.3	Certificate of Amendment of Articles of Incorporation of the Company filed July 18, 1990. (7)
3.4	Certificate of Determination of the Company filed February 19, 1999. (8)
3.5	Certificate of Amendment of Articles of Incorporation of the Company filed May 29, 2003. ~~(17)~~(14)
3.6	Certificate of Amendment of Articles of Incorporation of the Company filed March 4, 2004. ~~(21)~~(16)
3.7	Certificate of Amendment of Articles of Incorporation of the Company filed February 21, 2007. (23)
3.8	Bylaws of the Company (amended and restated through ~~January 22, 2004)~~July 20, 2006). ~~(20)~~(15)
4.1	Specimen copy of certificate for shares of Common Stock of the Company. (1)
4.2	Preferred Shares Rights Agreement dated as of February 18, 1999. (4)
4.3	Agreement of Substitution and Amendment of Preferred Shares Rights Agreement dated September 10, 2004. ~~(22)~~
~~4.4~~	~~First Amended and Restated Stock and Warrant Purchase Agreement between and among the Company and the investors thereto dated January 14, 2002. (13)~~
~~4.5~~	~~Form of Warrant to Purchase Shares of Common Stock dated January 14, 2002. (14)~~
~~4.6~~	~~Form of Warrant dated April 12, 2002. (15)~~(17)
10.1+	Form of Indemnification Agreement between the Company and its officers and directors. ~~(28)~~(19)
10. 2+	1990 Director Stock Option Plan, as amended, and form of Outside Director Non-statutory Stock Option Agreement. (3)
10.3+	1992 Management Discount Stock Option and form of Non-statutory Stock Option Agreement. (2)
10.4+	1993 Stock Option Plan, as amended October 24, 2003. (11)
10.5+	Trimble Navigation 1988 Employee Stock Purchase Plan, as amended ~~May 19, 2004. (28)~~January 17, 2007. (25)
10.6+	Employment Agreement between the Company and Steven W. Berglund dated March 17, 1999. (9)
10.7+	Trimble Navigation Limited Deferred Compensation Plan effective December 30, 2004, as amended ~~May~~and restated October 19, ~~2005.~~2007. (10)
10.8+	Australian Addendum to the Trimble Navigation Limited 1988 Employee Stock Purchase Plan. (12)
10.9+	Trimble Navigation Limited 2002 Stock Plan (as amended and restated ~~January 20, 2005)~~December 31, 2008), including forms of option and restricted stock unit agreements. ~~(19)~~(27)
10.10	Amended and Restated Credit Agreement dated February 16, 2007 (amending and restating the Credit Agreement dated as of July 28, ~~2005~~2005) among Trimble Navigation Limited, the Subsidiary Borrowers, The Bank of Nova Scotia (Administrative Agent, Issuing Bank and Swing Line Bank), ~~The Bank of New York~~Citibank N.A. and ~~Harris Nesbitt~~BMO Capital Markets (Co-Syndication Agents), Bank of America, N.A. and Wells Fargo Bank N.A. (Co-Documentation Agents), The Bank of Nova Scotia and BNY Capital Markets, Inc. (Joint Lead Arrangers), and The Bank of Nova Scotia (Sole Book Runner). ~~(16)~~(13)
10.11+	Employment Agreement between the Company and Rajat Bahri dated December 6, 2004. ~~(23)~~(18)
10.12+	Board of Directors Compensation Policy effective ~~January~~July 1, ~~2004. (24)~~2007. (26)
10.13+	~~Form~~Amended and Restated form of Change in Control severance agreement between the Company and certain Company officers. ~~(18)~~(27)
10.14+	~~Letter of Assignment~~Amendment to Employment Agreement between the Company and ~~Alan Townsend~~Steven W. Berglund dated ~~November 12, 2003. (25)~~December 19, 2008. (27)
10.15+	~~Supplemental agreement~~Amendment to ~~Letter~~letter of ~~Assignment~~employment between the Company and ~~Alan Townsend~~Rajat Bahri dated ~~January 19, 2004. (26)~~
~~10.16+~~	~~Trimble Navigation Limited 2006 Management Incentive Plan Description.~~December 31, 2008. (27)
~~10.17~~10.16	Lease dated May 11, 2005 between CarrAmerica Realty Operating Partnership, L.P. and the Company. ~~(28)~~(22)
10.17+	Trimble Navigation Limited 2007 Management Incentive Plan Description. (20)
10.18+	@Road, Inc. 2000 Stock Option Plan, as amended May 16, 2000. (24)
10.19	Amendment No. 1 to the Amended and Restated Credit Agreement. (27)
10.20+	Trimble Navigation Limited Annual Management Incentive Plan Description. (21)
21.1	Subsidiaries of the Company. ~~(28)~~(27)
23.1	Consent of ~~Ernst & Young LLP, independent registered public accounting firm. (28)~~Independent Registered Public Accounting Firm. (27)
24.1	Power of Attorney included on signature page herein.
31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)
31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)
32.1	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)
32.2	Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(28)~~(27)

+	Management contract or compensatory plan or ~~arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 14(c) thereof.~~arrangement.
(1)	Incorporated by reference to exhibit number 4.1 to the ~~Company's~~Company’s Registration Statement on Form S-1, as amended (File No. 33-35333), which became effective July 19, 1990.

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(2)	Incorporated by reference exhibit number 10.46 to the ~~Company's~~Company’s Registration Statement on Form S-1 (File No. 33-45990), which was filed February 25, 1992.
(3)	Incorporated by reference to exhibit number 10.32 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993.
(4)	Incorporated by reference to exhibit number 1 to the ~~Company's~~Company’s Registration Statement on Form 8-A, which was filed on February 18, 1999.
(5)	Incorporated by reference to exhibit number 3.1 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(6)	Incorporated by reference to exhibit number 3.2 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(7)	Incorporated by reference to exhibit number 3.3 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(8)	Incorporated by reference to exhibit number 3.4 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(9)	Incorporated by reference to exhibit number 10.67 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(10)	Incorporated by reference to exhibit number ~~10.1~~10.2 to the ~~Company's Current~~Company’s Quarterly Report on Form ~~8-K filed on May 25, 2005.~~10-Q for the quarter ended September 28, 2007.
(11)	Incorporated by reference to exhibit number 10.3 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2003.
(12)	Incorporated by reference to exhibit number 10.77 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2000.
(13)	Incorporated by reference to exhibit number ~~4.1 to the Company's Current Report on Form 8-K filed on January 16, 2002.~~
~~(14)~~	~~Incorporated by reference to exhibit number 4.2 to the Company's Current Report on Form 8-K filed on January 16, 2002.~~
~~(15)~~	~~Incorporated by reference to exhibit number 4.1 to the Company’s Registration Statement on Form S-3 filed on April 19, 2002.~~
~~(16)~~	~~Incorporated by reference to exhibit number~~ 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 30, ~~2005.~~2007.
~~(17)~~(14)	Incorporated by reference to exhibit number 3.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2003.
(15)	Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2006.
(16)	Incorporated by reference to exhibit number 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004.
(17)	Incorporated by reference to exhibit number 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(18)	Incorporated by reference to exhibit number ~~10.15~~10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(19)	Incorporated by reference to exhibit number ~~10.2 to the Company’s Current Report on Form 8-K filed on May 24, 2005.~~
~~(20)~~	~~Incorporated by reference to exhibit number 3.8 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2004.~~
~~(21)~~	~~Incorporated by reference to exhibit number 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004.~~
~~(22)~~	~~Incorporated by reference to exhibit number 4.3~~10.1 to the Company’s Annual Report on Form 10-K for the year ended December ~~31, 2004.~~30, 2005.
~~(23)~~(20)	Incorporated by reference to exhibit number ~~10.13~~10.1 to the Company’s ~~Annual~~Current Report on Form ~~10-K for the year ended December 31, 2004.~~8-K filed on January 30, 2007.
~~(24)~~(21)	Incorporated by reference to exhibit number ~~10.14~~10.1 to the Company’s ~~Annual~~Current Report on Form ~~10-K for the year ended December 31, 2004.~~8-K filed on April 24, 2008.
~~(25)~~	~~Incorporated by reference to exhibit number 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.~~
~~(26)~~(22)	Incorporated by reference to exhibit number 10.17 to the Company’s Annual Report on Form 10-K for the year ended December ~~31, 2004.~~30, 2005.
~~(27)~~(23)	Incorporated by reference to exhibit number ~~10.1~~3.7 to the Company’s ~~Current~~Quarterly Report on Form ~~8-K filed~~10-Q for the quarter ended March 30, 2007.
(24)	Incorporated by reference to exhibit number 10.19 to the Company’s Annual Report on ~~January 24,~~Form 10-K for the year ended December 29, 2006.
~~(28)~~(25)	Incorporated by reference to exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2006.
(26)	Incorporated by reference to exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 28, 2007.
(27)	Filed herewith.

~~Page 80~~93

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIMBLE NAVIGATION LIMITED

By: /s/ Steven W. Berglund

Steven W. Berglund,

President and Chief Executive Officer

~~March 10, 2006~~

February 27, 2009

~~Page 81~~94

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POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Steven W. Berglund as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature		Capacity in which Signed


/s/ Steven W. Berglund		President, Chief Executive Officer, Director	~~March 10, 2006~~February 27, 2009
Steven W. Berglund



/s/ Rajat Bahri		Chief Financial Officer and Assistant	~~March 10, 2006~~February 27, 2009
Rajat Bahri		Secretary (Principal Financial Officer)


/s/ ~~Anup V. Singh~~Julie Shepard	~~Corporate Controller~~	~~March 10, 2006~~Vice President of Finance and	February 27, 2009
~~Anup V. Singh~~Julie Shepard	(	Principal Accounting ~~Officer)~~Officer


~~/s/ Robert S. Cooper~~	~~Director~~	~~March 9, 2006~~
~~Robert S. Cooper~~			Director
John B. Goodrich

~~/s/ John B. Goodrich~~	~~Director~~	~~March 7, 2006~~
~~John B. Goodrich~~
/s/ William Hart		Director	March 2, 2009
William Hart

~~/s/ William Hart~~	~~Director~~	~~March 6, 2006~~
~~William Hart~~
/s/ Ulf J. Johansson		Director	March 2, 2009
Ulf J. Johansson

~~/s/ Ulf J. Johansson~~	~~Director~~	~~March 7, 2006~~
~~Ulf J. Johansson~~
/s/ Bradford W. Parkinson		Director	February 25, 2009
Bradford W. Parkinson


~~/s/ Bradford W. Parkinson~~		Director	~~March 6, 2006~~
~~Bradford W. Parkinson~~
Nickolas W. Vande Steeg


/s/ ~~Nickolas W. Vande Steeg~~Merit E. Janow		Director	~~March 6, 2006~~February 26, 2009
~~Nickolas W. Vande Steeg~~Merit E. Janow

~~Page 82~~95

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SCHEDULE II

TRIMBLE NAVIGATION LIMITED

VALUATION AND QUALIFYING ACCOUNTS

(~~IN THOUSANDS OF DOLLARS)~~in thousands, except for per share data)

Allowance for doubtful accounts:

December 30,
2005

December 31,
2004

January 2,
2004
Balance at beginning of period $ 8,952 $ 9,953 $ 9,900
Acquired allowance 237 116 752
Bad debt expense 502 1,210 (32)
Write-offs, net of recoveries (3,459) (2,327) (667)
Balance at end of period $ 5,230 $ 8,952 $ 9,953

Inventory allowance:

Balance at beginning of period $ 26,217 $ 25,885 $ 25,150
Acquired allowance 357 591 1,292
Additions to allowance 5,612 3,765 5,762
Write-offs, net of recoveries (8,948) (4,024) (6,319)
Balance at end of period $ 23,238 $ 26,217 $ 25,885

Sales return reserve:

Balance at beginning of period $ 2,210 $ 3,252 $ 2,650
Acquired allowance 21 0 126
Additions (Reductions) to allowance (383) (809) 2809
Write-offs, net of recoveries (348) (233) (2,333)
Balance at end of period $ 1,500 $ 2,210 $ 3,252

Allowance for doubtful accounts:	January 2, 2009			December 28, 2007			December 29, 2006
Balance at beginning of period	$	5,221		$	4,063		$	5,230
Acquired allowance		131			1,812			494
Bad debt expense		2,667			1,303			163
Write-offs, net of recoveries		(2,020	)		(1,957	)		(1,824	)
Balance at end of period	$	5,999		$	5,221		$	4,063

Inventory allowance:
Balance at beginning of period	$	29,626		$	28,582		$	23,238
Acquired allowance		1,720			560			1
Additions to allowance		4,892			4,524			7,061
Write-offs, net of recoveries		(6,481	)		(4,040	)		(1,718	)
Balance at end of period	$	29,757		$	29,626		$	28,582

Sales return reserve:
Balance at beginning of period	$	1,684		$	859		$	1,500
Acquired allowance		-			295			55
Additions (Reductions) to allowance		162			465			(586	)
Write-offs, net of recoveries		(27	)		64			(110	)
Balance at end of period	$	1,819		$	1,683		$	859

~~Page 86~~

California	94-2802192
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	Title of each class	Name of each exchange on which stock registered
	Common Stock	NASDAQ Global Select Market
	Preferred Share Purchase Rights	NASDAQ Global Select Market
	(Title of Class)

Name	Age	Position
Steven W. Berglund	5457	President and Chief Executive Officer
Rajat Bahri	4144	Chief Financial Officer
~~Joseph F. Denniston, Jr.~~Rick Beyer	4551	Vice President ~~Operations~~
Bryn A. Fosburgh	4346	Vice President ~~and General Manager, Engineering and Construction~~
Mark A. Harrington	5053	Vice President ~~Strategy and Business Development~~
~~Debi Hirshlag~~Jürgen Kliem	4051	Vice President ~~Human Resources~~
~~John E. Huey~~James A. Kirkland	56	~~Treasurer~~
~~Irwin L. Kwatek~~	6649	Vice President and General Counsel
~~Michael W. Lesyna~~Julie Shepard	4551	Vice President, ~~Business Transformation~~
~~Bruce E. Peetz~~	54	~~Vice President, Advanced Technology and Systems~~
~~Anup V. Singh~~	35	~~Vice President and Corporate Controller~~
~~Alan R. Townsend~~	57	~~Vice President and General Manager, Field Solutions~~Finance
Dennis L. Workman	6164	Vice President and ~~General Manager, Component Technologies~~Chief Technical Officer

	Average Assumptions for Q1-Q3 FY05 using Black-Scholes	Assumptions for Q4 FY05 using Binomial
Expected dividend yield	-	-
Expected stock price volatility	52%	42%
Risk free interest rate	4.1%	4.5%
Expected life of options after vesting	1.7 years	1.6 years

	December 30,	December 31,	January 2,
Fiscal Years Ended	2005	2004	2004
(Dollars in thousands)

Total consolidated revenue	$774,913	$668,808	$540,903
Gross Margin	$389,805	$324,810	$268,030
Gross Margin %	50.3%	48.6%	49.6%
Total consolidated operating income	$124,944	$85,625	$53,935
Operating Income %	16.1%	12.8%	10.0%

935 Stewart Drive, Sunnyvale, CA	94085
(Address of principal executive offices)	(Zip Code)

·	competitive market conditions,
·	~~market acceptance of existing or new products,~~

·	the cost and availability of components,
·	~~our ability to manufacture and ship products,~~

·	our ability to attract and retain key technical and managerial employees,
·	~~the timing of shipments of products under contracts~~ and

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Stock Option Plans	6,413,995	$18.70	1,513,119
Total	6,413,995	$18.70	1,513,119

Balance as of December 30, 2006	$	744
Acquisition related		3,547
Charges		3,025
Payments		(6,004)
Adjustment		14
Balance as of December 28, 2007	$	1,326
Acquisition related		355
Charges		4,641
Payments		(3,351)
Adjustment		(1,054)
Balance as of January 2, 2009	$	1,917

Fiscal Years Ended	December 30, 2005	December 31, 2004	January 2, 2004
(In thousands)

Consolidated segment operating income	$160,660	$117,405	$83,586
Unallocated corporate expense	(27,483)	(22,901)	(20,320)
Restructuring charges	(278)	(552)	(2,019)
Amortization of purchased intangible assets	(6,855)	(8,327)	(7,312)
In-process research and development	(1,100)	-	-
Non-operating expense, net	(156)	(10,701)	(18,350)
Consolidated income before income taxes	$124,788	$74,924	$35,585

As of and for the Fiscal Year Ended	December 30, 2005	December 31, 2004	January 2, 2004
(dollars in thousands)

Cash and cash equivalents	$ 73,853	$ 71,872	$ 45,416
As a percentage of total assets	9.9%	11.0%	8.3%
Accounts receivable days sales outstanding (DSO)	66	63	65
Inventory turns per year	4	4	4
Total debt	$ 649	$ 38,996	$ 90,486

Cash provided by operating activities	$ 92,880	$ 74,576	$ 29,565
Cash used in investing activities	$ (74,918)	$ (25,133)	$ (22,653)
Cash provided (used) by financing activities	$ (13,402)	$ (24,159)	$ 54
Net increase in cash and cash equivalents	$ 1,981	$ 26,456	$ 16,737

	Payments Due By Period
				Less than		2-3		4-5		More than
		Total		1 year		Years		years		5 years
(in thousands)

Total debt including interest	$	649	$	216	$	104	$	329	$	-
Operating leases		42,024		9,664		15,021		11,560		5,779
Other purchase obligations and commitments		3,100		3,100		-		-		-
Total	$	45,773	$	12,980	$	15,125	$	11,889	$	5,779

		December 30, 2005				December 31, 2004
		Nominal Amount		Fair Value		Nominal Amount		Fair Value
Forward contracts:
	Purchased	$	(14,426)	$	249	$	(15,875)	$	431
	Sold	$	27,726	$	328	$	22,750	$	(970)

		December 30,		December 31,
As at		2005		2004
(in thousands)

ASSETS
Current assets:
Cash and cash equivalents	$	73,853	$	71,872
Accounts receivable, less allowance for doubtful accounts of $5,230 and $8,952, and sales return reserve of $1,500 and $2,210, respectively		145,100		123,938
Other receivables		6,489		4,182
Inventories, net		107,851		87,745
Deferred income taxes		18,504		21,852
Other current assets		8,580		7,878
Total current assets		360,377		317,467
Property and equipment, net		42,664		30,991
Goodwill		286,146		259,522
Other purchased intangible assets, net		27,310		13,835
Deferred income taxes		3,580		8,019
Other assets		23,011		24,144
Total non-current assets		382,711		336,511
Total assets	$	743,088	$	653,978

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	216	$	12,500
Accounts payable		45,206		43,551
Accrued compensation and benefits		36,083		31,202
Accrued liabilities		16,189		11,510
Deferred revenues		12,588		9,317
Accrued warranty expense		7,466		6,425
Deferred income taxes		4,087		2,521
Income taxes payable		24,922		11,951
Total current liabilities		146,757		128,977
Non-current portion of long-term debt		433		26,496
Deferred gain on joint venture		-		9,179
Deferred income tax		5,602		5,435
Other non-current liabilities		19,041		11,730
Total liabilities		171,833		181,817
Commitments and contingencies
Shareholders' equity:
Preferred stock no par value; 3,000 shares authorized; none outstanding		--		--
Common stock, no par value; 90,000 shares authorized; 53,910 and 52,213 shares issued and outstanding at December 30, 2005 and December 31, 2004, respectively		384,196		345,127
Retained earnings		167,525		82,670
Accumulated other comprehensive income		19,534		44,364
Total shareholders' equity		571,255		472,161
Total liabilities and shareholders' equity	$	743,088	$	653,978

	December 30, 2005	December 31, 2004	January 2, 2004
Expected dividend yield	-	-	-
Expected stock price volatility	47%	56%	60%
Risk free interest rate	4.3%	3.5%	3.3%
Expected life of options after vesting	1.7 years	1.6 years	1.6 years

Cash consideration	$	327,370
Common stock consideration		161,947
Merger costs *		5,712
Total purchase price	$	495,029

Value to be allocated to assets, based upon merger consideration	$	495,029
Less: value of @Road’s assets acquired:
Net tangible assets acquired		137,492

Amortizable intangibles assets:
Developed product technology		66,600
Customer relationships		75,300
Trademarks and tradenames		5,200
Subtotal		147,100

In-process research and development		2,100
Deferred tax liability		(56,855	)

Goodwill	$	265,192

	As of
	February 16,
(in thousands)	2007
Cash and cash equivalents	$	74,729
Accounts receivable, net		14,255
Other receivables		8,774
Inventories, net		15,272
Other current assets		12,627
Property and equipment, net		5,854
Deferred income taxes		40,435
Other non-current assets		7,935

Total assets acquired	$	179,881

Accounts payable		19,285
Deferred revenue		7,365
Other current liabilities		15,739

Total liabilities assumed	$	42,389

Total net assets acquired	$	137,492

	Amortization Expense
2006	$ 8,392
2007	6,603
2008	5,560
2009	3,976
2010	2,612
Thereafter	167
Total	$ 27,310

Property and equipment, net:
Machinery and equipment	$ 72,273	$ 71,882
Furniture and fixtures	10,110	10,521
Leasehold improvements	8,695	5,861
Buildings	5,707	5,297
Land	1,231	1,231
	98,016	94,792
Less accumulated depreciation	(55,352)	(63,801)
Total	$ 42,664	$ 30,991

Other Non-Current Liabilities:
Deferred compensation	$ 3,234	$ 1,761
Pension	5,529	6,247
Deferred Rent	3,364	426
Other long term liabilities	6,917	3,296
Total	$ 19,041	$ 11,730

	December 30,	December 31,	January 4,
Fiscal Years Ended	2005	2004	2004
(in thousands)
Consolidated segment operating income	$ 160,660	$ 117,405	$ 83,586
Unallocated corporate expense	(27,483)	(22,901)	(20,320)
Restructuring charges	(278)	(552)	(2,019)
Amortization of purchased intangible assets	(6,855)	(8,327)	(7,312)
In-process research and development	(1,100)	-	-
Non-operating expense, net	(156)	(10,701)	(18,350)
Consolidated income before income taxes	$ 124,788	$ 74,924	$ 35,585

			Geographic Area
									Other
									Non-US
Fiscal Years Ended			US		Europe		Asia Pacific		Countries		Eliminations		Total
(In thousands)

December 30, 2005
	Sales to unaffiliated customers (1)	$	415,443	$	191,734	$	88,315	$	79,421	$	-	$	774,913
	Inter-geographic transfers		222,909		175,739		1,198		1,661		(401,507)		-
	Total revenue	$	638,352	$	367,473	$	89,513	$	81,082	$	(401,507)	$	774,913

	Identifiable assets	$	295,196	$	120,582	$	4,602	$	9,251	$	-	$	429,631

December 31, 2004
	Sales to unaffiliated customers (1)	$	331,607	$	186,197	$	86,117	$	64,886	$	-	$	668,808
	Inter-geographic transfers		149,499		138,159		3,479		2,640		(293,777)		-
	Total revenue	$	481,106	$	324,356	$	89,596	$	67,527	$	(293,777)	$	668,808

	Identifiable assets	$	242,141	$	118,194	$	6,959	$	13,286	$	-	$	380,580

January 2, 2004
	Sales to unaffiliated customers (1)	$	265,846	$	160,094	$	70,257	$	44,706	$	-	$	540,903
	Inter-geographic transfers		112,623		116,185		3,755		-		(232,563)		-
	Total revenue	$	378,469	$	276,279	$	74,012	$	44,706	$	(232,563)	$	540,903

														2011 and
		Total		2006		2007		2008		2009		2010		Beyond
(in thousands)

Promissory note and other		649		216		-		104		329		-		-
Total contractual cash obligations	$	649	$	216	$	-	$	104	$	329	$	-	$	-

	Operating Lease Payments
(In thousands)

2006	$ 9,664
2007	8.094
2008	6,927
2009	6,073
2010	5,487
Thereafter	5,779
Total	$ 42,024

	Carrying Amount	Fair Value	Carrying Amount	Fair Values
	December 30, 2005		December 31, 2004
As of
(In thousands)

Assets:
Cash and cash equivalents	$ 73,853	$ 73,853	$ 71,872	$ 71,872
Forward foreign currency exchange contracts	516	577	-	-
Accounts and other receivable, net	145,100	145,100	123,938	123,938

Liabilities:
Credit facilities	$ -	$ -	$ 38,250	$ 38,250
Forward foreign currency exchange contracts	-	-	639	539
Promissory note and other	649	562	746	737
Accounts payable	45,206	45,206	43,551	43,551

		Expected Benefit Payments
(In thousands)

2006		$222
2007		$265
2008		$310
2009		$368
2010		$869
2011-2015		$1,966
Total		$4,000

			First		Second		Third		Fourth
			Quarter		Quarter		Quarter		Quarter
(in thousands, except per share data)

Fiscal 2005
	Revenue	$	195,383	$	204,225	$	188,484	$	186,821
	Gross margin		97,807		102,407		97,292		92,299
	Net income		17,439		23,787		20,236		23,393

	Basic net income per share		0.33		0.45		0.38		0.43
	Diluted net income per share		0.31		0.42		0.35		0.41

Fiscal 2004
	Revenue	$	156,510	$	179,451	$	170,164	$	162,683
	Gross margin		75,760		88,319		83,372		77,359
	Net income		12,840		20,518		17,917		16,405

	Basic net income per share		0.25		0.40		0.35		0.32
	Diluted net income per share		0.24		0.38		0.33		0.29