TRIMBLE
             FOOTNOTES TO GAAP TO NON-GAAP RECONCILIATION
                        (Dollars in thousands)
                              (Unaudited)


    The non-GAAP financial measures included in the previous table are non-
    GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income,
    non-GAAP net income, non-GAAP diluted net income per share and operating
    leverage, and non-GAAP segment operating income before corporate
    allocations. These non-GAAP measures can be used to evaluate the Company's
    historical and prospective financial performance, as well as its
    performance relative to competitors.  The Company believes some of its
    investors track the Company's "core operating performance" as a means of
    evaluating the Company's performance in the ordinary, ongoing, and
    customary course of its operations.  Management also believes that looking
    at its core operating performance provides a supplemental way to provide
    consistency in period to period comparisons.  Accordingly, management
    excludes from non-GAAP those items relating to restructuring, amortization
    of purchased intangibles, stock based compensation, amortization of
    acquisition-related inventory step-up and non-recurring acquisition costs,
    which the Company believes are not indicative of its core operating
    performance.

    ( A ) Restructuring. Included in our GAAP presentation of cost of sales
          and operating expenses, restructuring costs recorded are primarily
          for employee compensation resulting from reductions in employee
          headcount in connection with our company restructurings.
          We exclude restructuring from our non-GAAP measures because we
          believe they are not indicative of our core operating performance.

    ( B ) Amortization of purchased intangibles.  Included in our GAAP
          presentation of cost of sales and operating expenses, amortization
          of purchased intangibles recorded arise from prior acquisitions and
          are non-cash in nature.  We exclude these expenses from our non-GAAP
          measures because we believe they are not indicative of our core
          operating performance.

    ( C ) Stock-based compensation. Included in our GAAP presentation of cost
          of sales and operating expenses, stock-based compensation consists
          of expenses for employee stock options and awards and purchase
          rights under our employee stock purchase plan determined in
          accordance with SFAS 123(R).  We exclude stock-based compensation
          expense from our non-GAAP measures because some investors may view
          it as not reflective of our core operating performance as it is a
          non-cash expense.   For the three months and six months ended July
          3, 2009 and June 27, 2008, stock-based compensation was allocated
          as follows:


                                      Three Months    Six Months
                                          Ended          Ended
                                      ------------    ----------
                                      Jul-3,  Jun-27, Jul-3, Jun-27,
                                       2009    2008   2009    2008
                                       ----    ----   ----    ----
        Cost of sales                  $477    $487   $915    $980
        Research and development        854     916  1,638   1,833
        Sales and Marketing           1,062     931  2,066   1,961
        General and administrative    2,161   1,461  4,161   3,003
                                      -----   -----  -----   -----
                                     $4,554  $3,795 $8,780  $7,777
                                     ------  ------ ------  ------


    ( D ) Amortization of acquisition-related inventory step-up.  The
          purchase accounting entries associated with our business
          acquisitions require us to record inventory at its fair value,
          which is sometimes greater than the previous book value of the
          inventory.  Included in our GAAP presentation of cost of sales, the
          increase in inventory value is amortized to cost of sales over the
          period that the related product is sold.  We exclude inventory step-
          up amortization from our non-GAAP measures because we do not believe
          it is indicative of our core operating performance.

    ( E ) Non-recurring acquisition costs.  Included in our GAAP presentation
          of operating expenses and non-operating income, net, non-recurring
          acquisition costs consist of external and incremental costs
          resulting directly from merger and acquisition activities such as
          legal, due diligence and integration costs.  Also included are
          unusual  acquisition  related  items  such  as  a  gain  on  bargain
                    purchase  (resulting  from  the  fair  value  of  indentifiable  net  assets
                    acquired  exceeding  the  consideration  transferred)  and  payments  made
                    to  settle  earnout  disputes.    We  exclude  these  items  because  they  are
                    non-recurring  and  unique  to  specific  acquisitions  and  are  not
                    indicative  of  our  core  operating  performance.

        (  F  )  Income  tax  effect  on  non-GAAP  adjustments.  This  amount  adjusts  the
                    provision  for  income  taxes  to  reflect  the  effect  of  the  non-GAAP
                    adjustments  on  non-GAAP  net  income.

        (  G  )  Stock-based  Compensation.  The  amounts  consist  of  expenses  for
                    employee  stock  options  and  awards  and  purchase  rights  under  our
                    employee  stock  purchase  plan  determined  in  accordance  with  SFAS
                    123(R).  As  referred  to  above  we  exclude  stock-based  compensation
                    here  because  investors  may  view  it  as  not  reflective  of  our  core
                    operating  performance.    However,  management  does  include  stock-based
                    compensation  for  budgeting  and  incentive  plans  as  well  as  for
                    reviewing  internal  financial  reporting.  We  discuss  our  operating
                    results  by  segment  with  and  without  stock-based  compensation
                    expense,  as  we  believe  it  is  useful  to  investors  to  understand  the
                    impact  of  the  application  of  SFAS  123(R)  to  our  results  of
                    operations.    Stock-based  compensation  not  allocated  to  the
                    reportable  segments  was  approximately  $1,414K  and  $1,018K  for  the
                    three  months  ended  July  3,  2009  and  June  27,  2008,  respectively  and
                    $2,641K  and  $2,096K  for  the  six  months  ended  July  3,  2009  and  June
                    27,  2008,  respectively.