8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2008

Trimble Navigation Limited

(Exact name of registrant as specified in its charter)

California	001-14845	94-2802192
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)
935 Stewart Drive, Sunnyvale, California  94085 (Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:(408) 481-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 5, 2008, Trimble Navigation Limited (“Trimble,” the “Company” or “we”) issued a press release announcing a conference call to discuss the new joint venture and Trimble’s revenue and earnings per share guidance for the third quarter of the fiscal year 2008.  The call is to be held at 5:30 a.m. Pacific Time on October 6, 2008.

A copy of the press release and an excerpt of the script for the call are attached as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by this reference.  The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section.  The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing.

Cautionary Statements

The press release and the excerpt of the script contain forward-looking statements relating to our anticipated results of operations for the quarter ending September 26, 2007 that are based upon the current expectations and beliefs of Trimble's management and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  For example, our results have not been reviewed by our independent public accountants and any changes or adjustments required as we finalize our financial statements for the quarter could cause our results to vary.

The financial information presented herein is unaudited and is subject to change as a result of subsequent events or adjustments, if any, arising prior to the filing of the Company’s financial information with the U.S. Securities and Exchange Commission (“SEC”).  The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the October 5, 2008 press release announcing the conference call and the October 6, 2008 script excerpt, or to reflect the occurrence of unanticipated events.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the SEC, including but not limited to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2007 and any subsequently filed reports.  All documents are also available through the SEC’s website at www.sec.gov or from the Company’s website at www.trimble.com.

Item 7.01 Regulation FD Disclosure.

On October 5, 2008, Trimble issued a press release announcing a new joint venture with Caterpillar.  The Company also issued a press release announcing a conference call to discuss the new joint venture and Trimble’s revenue and earnings per share guidance for the third quarter of the fiscal year 2008.  The call is to be held at 5:30 a.m. Pacific Time on October 6, 2008.

A copy of the two press releases and an excerpt of the script for the call are attached as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by this reference.  The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.  The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits.

99.1       Press Release dated October 5, 2008 announcing Trimble’s new joint venture with Caterpillar.

99.2       Press Release dated October 5, 2008 announcing a conference call to discuss Trimble’s new joint venture with Caterpillar and Trimble’s revenues and earnings per share guidance for the third quarter of the fiscal year 2008.

99.3       Excerpt of the script for the conference call on October 6, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 TRIMBLE NAVIGATION LIMITED

 a California corporation

Dated: October 6, 2008	By:	/s/ James A. Kirkland
		James A. Kirkland
		Vice President, General Counsel

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release dated October 5, 2008 announcing Trimble’s new joint venture with Caterpillar.
99.2	Press Release dated October 5, 2008 announcing a conference call to discuss Trimble’s new joint venture with Caterpillar and Trimble’s revenues and earnings per share guidance for the third quarter of the fiscal year 2008.
99.3	Excerpt of the script for the conference call on October 6, 2008.

EX-99.1

EXHIBIT 99.1

Contacts:

Lea Ann McNabb	Willa McManmon	Jim Dugan
Trimble	Trimble	Caterpillar
Media	Investors	Media
408-481-7808	408-481-6914	309-494-4100
leaann_mcnabb@trimble.com	willa_mcmanmon@trimble.com	dugan_jim@cat.com

Caterpillar and Trimble Form New Joint Venture to Improve Customer Productivity

and Lower Costs on the Construction Site

New Business will Develop Software for Fleet Management and Connected Worksite Solutions

PEORIA, Ill. and SUNNYVALE, Calif., Oct. 5, 2008—The world's leading earthmoving equipment manufacturer, Caterpillar Inc. (NYSE: CAT) and Trimble (Nasdaq: TRMB), the leading innovator in developing technology for mobile and work applications, announced today the creation of a new joint venture company and a new distribution agreement. The new company, VirtualSite Solutions, will integrate the deep expertise of both parent companies in the areas of product design and software development to transform the way contractors manage their businesses. The joint venture will create information rich worksites allowing customers to more efficiently and safely manage their equipment fleets, reduce operating costs and improve productivity in the area of fuel consumption, maintenance, worksite productivity and fleet logistics.

"Caterpillar products already feature a high level of advanced technology, which enhances customer productivity and sustains our environment," said Gwenne Henricks, Caterpillar vice president with responsibility for the Electronics & Connected Worksite Division. "With an increasing need to improve customer job site productivity, reduce fuel consumption and maintenance costs while maximizing equipment health and utilization, there has never been a better time to integrate machine monitoring with site management to create a market-leading connected worksite for our customers," Henricks added.

The joint venture will be located in Westminster, Colorado, home of Trimble's Engineering and Construction product development and marketing organization. An office will also be established in Peoria, Illinois, where the joint venture staff will work closely with Caterpillar's Electronics & Connected Worksite Division, which has enterprise responsibility for product-related hardware and software technology and Caterpillar's global electronics strategy. The joint venture will initially focus on applications for road construction, paving, heavy construction and quarry/aggregates worksites.

Additionally, a new distribution channel will be established to bring these technologies to customers and other users. The new dealer distribution channel will be branded SITECH, and it will be the outlet for products and services for the aftermarket. Trimble will have primary responsibility for managing the SITECH dealer relationship.

'These new relationships will accelerate the introduction of solutions that will enable contractors to better manage the worksite and all the machines in their fleet," said Bryn Fosburgh, Trimble vice president with responsibility for Trimble's Connected Site. "The continued convergence of positioning, wireless and information technologies on the worksite create a data rich environment that provides maintenance, production and site-related intelligence to allow organizations to make decisions in real time."

Caterpillar dealers will continue to be the channel for technologies integrated into new Caterpillar machines while forming strategic relationship with SITECH dealers to provide total site solutions for customers.

The new joint venture will build upon the already successful relationship between Caterpillar and Trimble, which includes another joint venture—Caterpillar Trimble Control Technologies (CTCT), that was created in 2002 to develop machine control products such as Caterpillar's AccuGrade® system and the Trimble® Grade Control System product lines, both proven, versatile and rugged grade control systems.

About Caterpillar

For more than 80 years, Caterpillar Inc. has been making progress possible and driving positive and sustainable change on every continent. With 2007 sales and revenues of $44.958 billion, Caterpillar is the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines. The company also is a leading services provider through Caterpillar Financial Services, Caterpillar Remanufacturing Services, Caterpillar Logistics Services and Progress Rail Services. More information is available at  www.cat.com.

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 and headquartered in Sunnyvale, Calif., Trimble has a worldwide presence with more than 3,600 employees in over 18 countries.

SAFE HARBOR

Certain statements made in this press release are 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, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, and actual events and results may differ materially from those described in this press release. Factors that could cause or contribute to such differences include, but are not limited to: the ability of the joint venture to integrate the expertise of Caterpillar and Trimble and create information rich worksites; the joint venture's ability to develop and provide market-leading connected worksites and compelling solutions; customer adoption and acceptance of the joint venture's solutions; the timing surrounding launch and availability of solutions; the ability to successfully establish and

manage the new SITECH distribution channel; changes in economic conditions, including the impact of continuing uncertainty in the financial markets and resulting adverse effects on the construction industry and economy in general. More information about potential factors which could affect the businesses and financial results of Caterpillar and Trimble is set forth in Caterpillar's Form 10-Q filed with SEC on August 1, 2008 and in Trimble's quarterly reports on Form 10-Q and annual report on Form 10-K, respectively. All forward-looking statements are based on information available to Caterpillar and Trimble as of the date hereof, and Caterpillar and Trimble assume no obligation to update such statements.

EX-99.2

 

EXHIBIT 99.2

Contacts:	Willa McManmon	Lea Ann McNabb
	Investors	Media
	408-481-7838	408-481-7808
	willa_mcmanmon@trimble.com	leaann_mcnabb@trimble.com

Trimble Announces Conference Call to Discuss New Joint Venture with Caterpillar

SUNNYVALE, Calif., Oct. 5, 2008 — Trimble (NASDAQ:TRMB)will hold a conference call in conjunction with today’s announcement that Caterpillar and Trimble have formed a new joint venture to improve customer productivity and lower costs on the construction site. Trimble will also discuss its financial results for the third quarter, ended September 26th, 2008. The call will take place Monday, Oct. 6, 2008, at 5:30 a.m. PT. 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 66497954. 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 and headquartered in Sunnyvale, Calif., Trimble has a worldwide presence with more than 3,600 employees in over 18 countries.

For more information, visit: www.trimble.com

EX-99.3

EXHIBIT 99.3

Excerpt of the Script for the Conference Call on October 6, 2008

Our third quarter was exposed to a number of late September effects which will result in our revenue coming in at  $328 million to $329 million – below our expected range of $335 million to $340 million.  The cost control measures we instituted in the second quarter have taken effect and we expect third quarter earnings per share will be $0.37 to $0.39 cents – above our original  guidance of $0.34 to $0.36 cents per share – in spite of the revenue shortfall.  The increase in EPS is driven by higher gross margins and operating leverage.

September is an especially important month for us because the third quarter is typically back-end loaded with lower revenue in the vacation months of July and August and much heavier catch-up buying in the month of September.

There were three effects which negatively impacted our engineering and construction (E&C) segment quarterly revenue late in the quarter.  They included Hurricane Ike which not only affected the coastal areas in Texas and the Gulf but also caused significant weather disruption as far inland as Louisville and Dayton.  This caused a noticeable drop in buying patterns in the mid U.S. regions in mid-to-late September.  In addition, the U.S. dollar strengthened significantly during the quarter which resulted in a $4 million revenue reduction from the point we established guidance.  However, the most significant effect was the barrage of negative news from the financial markets in the last two weeks of September.  This effect was seen at two levels – first our dealers have been reluctant to place normal stocking orders until they better understood their ability to finance themselves with their traditional banking partners.  Secondly our customers were unwilling to make late quarter capital commitments for the same reason.

Slower European conditions continued during the quarter but we had anticipated this in the guidance we provided in the July call.  Overall, the primary effects of this late September effect were concentrated in the E&C segment.  Agriculture remained strong and is expected to retain that strength into 2009.  The mobile solutions segment order's pipeline picture continues to brighten with an initial wave of enterprise orders expected in the fourth quarter which will become 2009 revenue.  We will address all issues in the quarterly conference call later in October when we may have better insight on the effects of the financial markets on our sector of the economy.  In the meantime we are reaffirming our 2008 annual earnings guidance of $1.54 to $1.59 per share.