EXHIBIT 99.1

Trimble Reports Third Quarter 2009 Revenue of $269.7 Million:

Non-GAAP Earnings Per Share of $0.25

SUNNYVALE, Calif., Oct. 27, 2009 – Trimble (NASDAQ: TRMB) today announced revenue of $269.7 million for its third quarter ended Oct. 2, 2009, down approximately 18 percent from revenue of $328.1 million in the third quarter of 2008.

Operating income for the third quarter of 2009 was $20.2 million, down approximately 63 percent from the third quarter of 2008. Operating margin in the third quarter of 2009 was 7.5 percent, as compared to an operating margin of 16.5 percent in the third quarter of 2008.

Amortization of intangibles was $13.6 million in the third quarter of 2009, as compared to $11.1 million in the third quarter of 2008. The impact of stock-based compensation expense was $4.5 million, as compared to $3.8 million in the third quarter of 2008. There was also $1.1 million in restructuring expense, no acquisition-related inventory step-up charge, and $0.6 million in non-recurring acquisition costs in the third quarter of 2009.  This compares to $0.5 million in restructuring expense, $0.4 million in acquisition-related inventory step-up, and no non-recurring acquisition costs in the third quarter of 2008. Excluding these items, non-GAAP operating income of $40.0 million was down 43 percent, as compared to the third quarter of 2008. Non-GAAP operating margin was 14.8 percent in the third quarter of 2009, as compared to 21.3 percent in the third quarter of 2008.

Third quarter 2009 net income was $15.6 million, down 60 percent, as compared to the third quarter of 2008. Diluted earnings per share for the third quarter of 2009 was $0.13, as compared to diluted earnings per share of $0.31 in the third quarter of 2008.

Adjusting for the items noted above, non-GAAP net income of $30.2 million for the third quarter of 2009 was down 40 percent, as compared to the third quarter of 2008. Non-GAAP earnings per share for the third quarter of 2009 was $0.25, as compared to non-GAAP earnings per share of $0.40 in the third quarter of 2008.

Cash flow from operations for the first nine months of 2009 was $139.1 million, as compared to $141.9 million in the first nine months of 2008.

“During the third quarter we saw early signs of recovery in some elements of the Engineering and Construction segment in the U.S. Additionally, we had a number of large contractual wins in the Mobile Solutions segment, where the pipeline generally remains strong,” said Steven W. Berglund, Trimble’s president and chief executive officer. “We did see a year to year fall in Field Solutions revenue, reflecting the change in market sentiment within the agriculture market,” Berglund continued.  “Although economic conditions remain volatile and uncertain, we now believe we have the capability to provide double digit revenue growth in 2010 with significantly higher earnings growth.”

Trimble Results by Business Segment

Segment operating income is revenue less cost of goods sold and operating expenses, excluding general corporate expenses, restructuring expenses, amortization of intangibles, non-recurring acquisition costs, and the impact of stock-based compensation expense.

Engineering and Construction (E&C)

Third quarter 2009 E&C revenue was $149.4 million, down approximately 22 percent as compared to the third quarter of 2008, largely due to continued recessionary conditions in Europe and North America.

Operating income in E&C for the third quarter 2009 was $21.1 million, or 14.1 percent of revenue, as compared to $41.6 million, or 21.7 percent of revenue, in the third quarter of 2008.

In the third quarter of 2009, non-GAAP operating income in E&C was $22.7 million, or 15.2 percent of revenue, as compared to $42.7 million, or 22.3 percent of revenue, in the third quarter of 2008. The decline in non-GAAP operating margin was primarily due to lower revenue.

Field Solutions

Third quarter 2009 Field Solutions revenue was $55.7 million, down 14 percent as compared to the third quarter of 2008.  The revenue decline was driven by lower agriculture product sales.

Operating income in Field Solutions for the third quarter 2009 was $16.3 million, or 29.3 percent of revenue, as compared to $22.1 million, or 34.3 percent of revenue, in the third quarter of 2008.

In the third quarter of 2009, non-GAAP operating income in Field Solutions was $16.6 million, or 29.8 percent of revenue, as compared to $22.3 million, or 34.6 percent of revenue, in the third quarter of 2008.  The decrease in non-GAAP operating margin was due to lower revenue.

Mobile Solutions

Third quarter 2009 Mobile Solutions revenue was $39.6 million, down approximately 3 percent as compared to the third quarter of 2008.  The decline in revenue was primarily attributable to lower sales of ready mix hardware.

Operating income in Mobile Solutions for the third quarter 2009 was $3.4 million, or 8.5 percent of revenue, as compared to $3.6 million, or 8.8 percent of revenue, in the third quarter of 2008.

In the third quarter of 2009, non-GAAP operating income in Mobile Solutions was $4.3 million, or 10.9 percent of revenue, down from 11.2 percent of revenue in the third quarter of 2008.

Advanced Devices

Third quarter 2009 Advanced Devices revenue was $25.1 million, down approximately 19 percent as compared to the third quarter of 2008.  The decline in third quarter revenue was due to lower sales of embedded, timing and Applanix products.

Operating income in Advanced Devices for the third quarter 2009 was $4.5 million, or    17.9 percent of revenue, as compared to $6.8 million, or 22.0 percent of revenue, in the third quarter of 2008.

In the third quarter of 2009, non-GAAP operating income in Advanced Devices was $4.9 million, or 19.5 percent of revenue, as compared to 23.1 percent of revenue in the third quarter of 2008.  The reduction in non-GAAP operating margin was due to product mix.

Use of Non-GAAP Financial Information

To help our readers understand our past financial performance and our future results, we supplement the financial results that we provide in accordance with generally accepted accounting principles, or GAAP, with non-GAAP financial measures. The specific non-GAAP measures which we use along with a reconciliation to the nearest comparable GAAP measures and the explanation for why management chose to exclude selected items and the additional purposes for which these non-GAAP measures are used can be found at the end of this release. The method we use to produce non-GAAP results is not computed according to GAAP and may differ from the methods used by other companies. Our non-GAAP results are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business, and to make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. Management generally compensates for the limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure or measures. Investors are encouraged to review the reconciliation of our non-GAAP financial measures to the comparable GAAP results, which is attached to this earnings release.  Additional financial information about our use of non-GAAP results can be found on the investor relations page of our Web site at http://investor.trimble.com.

Forward Looking Guidance

For the fourth quarter of 2009 Trimble expects revenue between $265 million and $270 million, with GAAP earnings per share of $0.08 to $0.10 and non-GAAP earnings per share of $0.19 to $0.21. Non-GAAP guidance for the fourth quarter of 2009 excludes the amortization of intangibles of $14.8 million related to previous acquisitions and the anticipated impact of stock-based compensation expense of $5.0 million. Both GAAP and non-GAAP earnings per share assume a 30 percent to 32 percent tax rate and 123 million shares outstanding.

Investor Conference Call / Webcast Details

Trimble will hold a conference call on Oct. 27, 2009 at 1:30 p.m. PT to review its third quarter 2009 results. It will be broadcast live on the Web at http://investor.trimble.com.  Investors without Internet access may dial into the call at (800) 528-9198 (U.S.) or (706) 634-6089 (international).  A replay of the call will be available for seven days at (800) 642-1687 (U.S.) or (706) 645-9291 (international) and the pass code is 35065165. The replay will also be available on the Web at the address above.

About Trimble

Trimble applies technology to make field and mobile workers in businesses and government significantly more productive. Solutions are focused on applications requiring position or location—including surveying, construction, agriculture, fleet and asset management, public safety and mapping. In addition to utilizing positioning technologies, such as GPS, lasers and optics, Trimble solutions may include software content specific to the needs of the user. Wireless technologies are utilized to deliver the solution to the user and to ensure a tight coupling of the field and the back office. Founded in 1978, Trimble is headquartered in Sunnyvale, Calif.

For more information visit Trimble's Web site at www.trimble.com.

Safe Harbor

Certain statements made in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include expectations for future financial market and economic conditions, the ability to deliver the operating margins, revenue, and earnings per share that Trimble has guided for fourth quarter 2009, changes in tax-rate, estimated restructuring costs, the anticipated impact of stock-based compensation expense and the amortization of intangibles related to previous acquisitions and when we can return to year-over-year revenue growth.  These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this press release due to certain risks and uncertainties. If the current global recessionary conditions in the U.S. and Europe worsen or do not improve it may negatively impact our customers’ purchasing decisions worldwide, including in emerging markets. In addition, the Company's results may be adversely affected if the Company is unable to market, manufacture, and ship new products.  Any weakening of our accounts receivable or write-off of goodwill could also impair our financial results. Any failure to achieve predicted results could negatively impact the Company's revenues, cash flow from operations, and other financial results. The Company’s financial results will also depend on a number of other factors, including the risks detailed from time to time in reports filed with the SEC, including its quarterly reports on Form 10-Q and its annual report on Form 10- K. Undue reliance should not be placed on any forward-looking statement contained herein, especially in light of greater uncertainty than normal in the economy in general. These statements reflect the Company's position as of the date of this release. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company's expectations or any change of events, conditions, or circumstances on which any such statement is based.

FTRMB

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	Oct-2,			Sep-26,			Oct-2,			Sep-26,
	2009			2008			2009			2008
Revenue	$	269,713		$	328,087		$	848,730		$	1,061,150
Cost of sales		137,255			162,464			429,514			534,052
Gross margin		132,458			165,623			419,216			527,098
Gross margin (%)		49.1	%		50.5	%		49.4	%		49.7	%
Operating expenses
Research and development		33,250			35,348			100,844			112,097
Sales and marketing		47,022			48,664			141,120			151,727
General and administrative		23,237			22,072			75,901			70,051
Restructuring		872			21			5,797			2,435
Amortization of purchased intangible assets		7,912			5,462			22,411			15,768
Total operating expenses		112,293			111,567			346,073			352,078
Operating income		20,165			54,056			73,143			175,020
Non-operating income, net
Interest income		124			404			546			1,369
Interest expense		(450	)		(214	)		(1,408	)		(1,389	)
Foreign currency transaction gain, net		792			117			760			2,338
Income (loss) from joint ventures, net		(151	)		2,163			369			6,796
Other income (expense), net		1,081			(907	)		1,528			(1,661	)
Total non-operating income, net		1,396			1,563			1,795			7,453
Income before taxes		21,561			55,619			74,938			182,473
Income tax provision		5,714			16,552			20,244			54,740
Net income		15,847			39,067			54,694			127,733
Less: Net income attributable to noncontrolling interests		270			-			795			-
Net income attributable to Trimble Navigation Ltd.	$	15,577		$	39,067		$	53,899		$	127,733
Earnings per share attributable to Trimble Navigation Ltd.
Basic	$	0.13		$	0.32		$	0.45		$	1.05
Diluted	$	0.13		$	0.31		$	0.44		$	1.02
Shares used in calculating earnings per share:
Basic		120,047			120,603			119,620			121,171
Diluted		122,854			124,423			121,893			125,071

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	Oct-2,		Jan-2
	2009		2009
Assets
Current assets:
Cash and cash equivalents	$	222,099	$	147,531
Accounts receivables, net		202,453		204,269
Other receivables		10,350		17,540
Inventories, net		160,420		160,893
Deferred income taxes		41,720		41,810
Other current assets		19,854		16,404
Total current assets		656,896		588,447
Property and equipment, net		46,903		50,175
Goodwill		765,484		715,571
Other purchased intangible assets, net		216,619		228,901
Other non-current assets		45,739		51,922
Total assets	$	1,731,641	$	1,635,016
Liabilities
Current liabilities:
Current portion of long-term debt	$	49	$	124
Accounts payable		50,256		49,611
Accrued compensation and benefits		45,526		41,291
Deferred revenue		69,946		55,241
Accrued warranty expense		14,081		13,332
Other accrued liabilities		36,099		63,719
Total current liabilities		215,957		223,318
Non-current portion of long-term debt		151,455		151,464
Non-current deferred revenue		8,034		12,418
Deferred income taxes		39,830		42,207
Other non-current liabilities		64,754		61,553
Total liabilities		480,030		490,960
Commitments and contingencies
Equity
Shareholders’ equity:
Common stock		713,593		684,831
Retained earnings		481,820		427,921
Accumulated other comprehensive income		51,454		27,649
Total Trimble Navigation Ltd. shareholders’ equity		1,246,867		1,140,401
Noncontrolling interests		4,744		3,655
Total equity		1,251,611		1,144,056
Total liabilities and equity	$	1,731,641	$	1,635,016

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	Oct-2,			Sep-26,
	2009			2008
Cash flow from operating activities:
Net Income	$	54,694		$	127,733
Adjustments to reconcile net income  to net cash provided by operating activities:
Depreciation expense		13,941			14,287
Amortization expense		38,968			32,999
Provision for doubtful accounts		2,933			597
Amortization of debt issuance cost		169			169
Deferred income taxes		(9,268	)		(14,235	)
Stock-based compensation		13,321			11,603
Equity gain from joint ventures		(369	)		(6,796	)
Gain on bargain purchase		(386	)		-
Excess tax benefit for stock-based compensation		(1,304	)		(5,847	)
Provision for excess and obsolete inventories		2,943			2,672
Other non-cash items		(2,542	)		179
Add decrease (increase) in assets:
Accounts receivables		2,613			(16,230	)
Other receivables		6,288			1,598
Inventories		1,300			(16,165	)
Other current and non-current assets		1,915			(201	)
Add increase (decrease) in liabilities:
Accounts payable		(1,068	)		(1,859	)
Accrued compensation and benefits		2,273			(7,426	)
Accrued liabilities		1,947			725
Deferred revenue		10,753			2,862
Income taxes payable		-			15,280
Net cash provided by operating activities		139,121			141,945
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired		(50,824	)		(69,310	)
Acquisition of property and equipment		(9,541	)		(11,293	)
Acquisitions of intangible assets		(26,839	)		(349	)
Dividends received		2,896			3,148
Other		(379	)		195
Net cash used in investing activities		(84,687	)		(77,609	)
Cash flow from financing activities:
Issuance of common stock		13,673			22,119
Excess tax benefit for stock-based compensation		1,304			5,847
Repurchase and retirement of common stock		-			(115,851	)
Proceeds from long-term debt and revolving credit lines					51,000
Payments on long-term debt and revolving credit lines		(168	)		(60,316	)
Net cash provided by (used in) financing activities		14,809			(97,201	)
Effect of exchange rate changes on cash and cash equivalents		5,325			142
Net decrease in cash and cash equivalents		74,568			(32,723	)
Cash and cash equivalents - beginning of period		147,531			103,202
Cash and cash equivalents - end of period	$	222,099		$	70,479

REPORTING SEGMENTS

(Dollars in thousands)

(Unaudited)

	Reporting Segments
	Engineering
	and			Field			Mobile			Advanced
	Construction			Solutions			Solutions			Devices
THREE MONTHS ENDED OCTOBER 2, 2009:
Revenue	$	149,384		$	55,654		$	39,572		$	25,103
Operating income before corporate allocations:	$	21,131		$	16,286		$	3,367		$	4,488
Operating margin (% of segment external net revenues)		14.1	%		29.3	%		8.5	%		17.9	%
THREE MONTHS ENDED SEPTEMBER 26, 2008:
Revenue	$	191,858		$	64,354		$	40,822		$	31,053
Operating income before corporate allocations:	$	41,560		$	22,058		$	3,602		$	6,835
Operating margin (% of segment external net revenues)		21.7	%		34.3	%		8.8	%		22.0	%
NINE MONTHS ENDED OCTOBER 2, 2009:
Revenue	$	424,275		$	234,598		$	116,925		$	72,932
Operating income before corporate allocations:	$	42,800		$	88,637		$	10,163		$	13,633
Operating margin (% of segment external net revenues)		10.1	%		37.8	%		8.7	%		18.7	%
NINE MONTHS ENDED SEPTEMBER 26, 2008:
Revenue	$	599,057		$	242,461		$	127,118		$	92,514
Operating income before corporate allocations:	$	123,675		$	91,961		$	7,997		$	18,105
Operating margin (% of segment external net revenues)		20.6	%		37.9	%		6.3	%		19.6	%

GAAP TO NON-GAAP RECONCILIATION

(Dollars in thousands, except per share data)

(Unaudited)

		Three Months Ended												Nine Months Ended
		Oct-2,						Sep-26,						Oct-2,						Sep-26,
		2009						2008						2009						2008
		Dollar			% of			Dollar			% of						% of						% of
		Amount			Revenue			Amount			Revenue						Revenue						Revenue
GROSS MARGIN:
GAAP gross margin:		$	132,458			49.1	%	$	165,623			50.5	%	$	419,216			49.4	%	$	527,098			49.7	%
Restructuring	( A )		270			0.1	%		430			0.1	%		3,333			0.4	%		1,360			0.1	%
Amortization of purchased intangibles	( B )		5,661			2.1	%		5,681			1.7	%		16,421			1.9	%		17,097			1.6	%
Stock-based compensation	( C )		453			0.2	%		453			0.2	%		1,368			0.2	%		1,433			0.1	%
Amortization of acquisition-related inventory step-up	( D )		-			0.0	%		418			0.1	%		470			0.0	%		601			0.1	%
Non-GAAP gross margin:		$	138,842			51.5	%	$	172,605			52.6	%	$	440,808			51.9	%	$	547,589			51.6	%
OPERATING EXPENSES:
GAAP operating expenses:		$	112,293					$	111,567					$	346,073					$	352,078
Restructuring	( A )		(872	)					(21	)					(5,797	)					(2,435	)
Amortization of purchased intangibles	( B )		(7,912	)					(5,462	)					(22,411	)					(15,768	)
Stock-based compensation	( C )		(4,088	)					(3,373	)					(11,953	)					(10,170	)
Non-recurring acquisition costs	( E )		(577	)					-						(3,382	)					-
Non-GAAP operating expenses:		$	98,844					$	102,711					$	302,530					$	323,705
OPERATING INCOME:
GAAP operating income:		$	20,165			7.5	%	$	54,056			16.5	%	$	73,143			8.6	%	$	175,020			16.5	%
Restructuring	( A )		1,142			0.4	%		451			0.1	%		9,130			1.1	%		3,795			0.4	%
Amortization of purchased intangibles	( B )		13,573			5.0	%		11,143			3.4	%		38,832			4.6	%		32,865			3.1	%
Stock-based compensation	( C )		4,541			1.7	%		3,826			1.2	%		13,321			1.6	%		11,603			1.1	%
Amortization of acquisition-related inventory step-up	( D )		-			0.0	%		418			0.1	%		470			0.0	%		601			0.0	%
Non-recurring acquisition costs	( E )		577			0.2	%		-			0.0	%		3,382			0.4	%		-			0.0	%
Non-GAAP operating income:		$	39,998			14.8	%	$	69,894			21.3	%	$	138,278			16.3	%	$	223,884			21.1	%
NET INCOME:
GAAP net income attributable to Trimble Navigation Ltd.		$	15,577					$	39,067					$	53,899					$	127,733
Restructuring	( A )		1,142						451						9,130						3,795
Amortization of purchased intangibles	( B )		13,573						11,143						38,832						32,865
Stock-based compensation	( C )		4,541						3,826						13,321						11,603
Amortization of acquisition-related inventory step-up	( D )		-						418						470						601
Non-recurring acquisition costs	( E )		577						-						2,996						-
Income tax effect on non-GAAP adjustments	( F )		(5,256	)					(4,713	)					(17,411	)					(14,620	)
Non-GAAP net income attributable to Trimble Navigation Ltd.		$	30,154					$	50,192					$	101,237					$	161,977
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share attributable to Trimble Navigation Ltd.		$	0.13					$	0.31					$	0.44					$	1.02
Restructuring	( A )		0.01						0.01						0.07						0.03
Amortization of purchased intangibles	( B )		0.11						0.09						0.32						0.26
Stock-based compensation	( C )		0.04						0.03						0.11						0.09
Amortization of acquisition-related inventory step-up	( D )		-						-						-						0.01
Non-recurring acquisition costs	( E )		-						-						0.03						-
Income tax effect on non-GAAP adjustments	( F )		(0.04	)					(0.04	)					(0.14	)					(0.11	)
Non-GAAP diluted net income per share attributable to Trimble Navigation Ltd.		$	0.25					$	0.40					$	0.83					$	1.30
OPERATING LEVERAGE:
Increase (decrease) in non-GAAP operating income		$	(29,896	)										$	(85,606	)
Increase (decrease) in revenue		$	(58,374	)										$	(212,420	)
Operating leverage (increase in non-GAAP operating
income as a % of increase in revenue)			N/A												N/A
					% of Segment						% of Segment						% of Segment						% of Segment
					Revenue						Revenue						Revenue						Revenue
SEGMENT OPERATING INCOME:
Engineering and Construction
GAAP operating income before corporate allocations:		$	21,131			14.1	%	$	41,560			21.7	%	$	42,800			10.1	%	$	123,675			20.6	%
Stock-based compensation	( G )		1,563			1.1	%		1,146			0.6	%		4,302			1.0	%		3,193			0.6	%
Non-GAAP operating income before corporate allocations:		$	22,694			15.2	%	$	42,706			22.3	%	$	47,102			11.1	%	$	126,868			21.2	%
Field Solutions
GAAP operating income before corporate allocations:		$	16,286			29.3	%	$	22,058			34.3	%	$	88,637			37.8	%	$	91,961			37.9	%
Stock-based compensation	( G )		293			0.5	%		203			0.3	%		775			0.3	%		600			0.3	%
Non-GAAP operating income before corporate allocations:		$	16,579			29.8	%	$	22,261			34.6	%	$	89,412			38.1	%	$	92,561			38.2	%
Mobile Solutions
GAAP operating income before corporate allocations:		$	3,367			8.5	%	$	3,602			8.8	%	$	10,163			8.7	%	$	7,997			6.3	%
Stock-based compensation	( G )		958			2.4	%		987			2.4	%		3,205			2.7	%		3,582			2.8	%
Non-GAAP operating income before corporate allocations:		$	4,325			10.9	%	$	4,589			11.2	%	$	13,368			11.4	%	$	11,579			9.1	%
Advanced Devices
GAAP operating income before corporate allocations:		$	4,488			17.9	%	$	6,835			22.0	%	$	13,633			18.7	%	$	18,105			19.6	%
Stock-based compensation	( G )		397			1.6	%		337			1.1	%		1,068			1.5	%		979			1.0	%
Non-GAAP operating income before corporate allocations:		$	4,885			19.5	%	$	7,172			23.1	%	$	14,701			20.2	%	$	19,084			20.6	%

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 nine months ended October 2, 2009 and September 26, 2008, stock-based compensation was allocated as follows:

	Three Months Ended				Nine Months Ended
	Oct-2,		Sep-26,		Oct-2,		Sep-26,
	2009		2008		2009		2008
Cost of sales	$	453	$	453	$	1,368	$	1,433
Research and development		866		796		2,504		2,629
Sales and Marketing		1,134		937		3,200		2,898
General and administrative		2,088		1,640		6,249		4,643
	$	4,541	$	3,826	$	13,321	$	11,603

(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 amounts 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 $1,330K and $1,153K for the three months ended October 2, 2009 and September 26, 2008, respectively and $3,971K and $3,249K for the nine months ended October 2, 2009 and September 26, 2008, respectively.