UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[☒] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[☐]
For the transition period from
to
Commission file number 001-41118
GARMIN LTD.
(Exact name of registrant as specified in its charter)
Switzerland
(State or other jurisdiction
of incorporation or organization)
Mühlentalstrasse 2
8200 Schaffhausen
Switzerland
(Address of principal executive offices)
98-0229227
(I.R.S. Employer Identification No.)
N/A
(Zip Code)
Registrant’s telephone number, including area code: +41 52 630 1600
Securities registered pursuant to Section 12(b) of the Act:
Registered Shares, CHF 0.10 Per Share Par Value
(Title of each class)
GRMN
(Trading Symbol)
New York Stock Exchange
(Name of each exchange on which registered)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [☑] NO [☐]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [☐] NO [☑]
Securities registered pursuant to Section 12(g) of the Act: None
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 [☑] NO [☐]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES [☑] NO [☐]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large Accelerated Filer
Non-accelerated Filer
Emerging growth company
[☑]
[☐]
[☐]
Accelerated Filer
Smaller reporting company
[☐]
[☐]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [☐] NO [☑]
Aggregate market value of the common shares held by non-affiliates of the registrant as of June 26, 2021 (based on the closing price of the registrant's common
shares on the Nasdaq Stock Market for June 25, 2021) was approximately $21,920,000,000.
Number of shares outstanding of the registrant’s common shares as of February 11, 2022:
Registered Shares, CHF 0.10 par value – 192,787,080 (excluding treasury shares)
Documents incorporated by reference:
Portions of the following document are incorporated herein by reference into Part III of the Form 10-K as indicated:
Document
Part of Form 10-K into
which Incorporated
Company's Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders which will be filed no later than 120 days
after December 25, 2021.
Part III
Garmin Ltd.
2021 Form 10-K Annual Report
Table of Contents
Cautionary Statement With Respect To Forward-Looking Comments
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3.
Item 4. Mine Safety Disclosures
Information about our Executive Officers
Legal Proceedings
Part I
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Part IV
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CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING COMMENTS
The discussions set forth in this Annual Report on Form 10-K contain statements concerning potential future
events. Such forward-looking statements are based upon assumptions by the Company’s management, as of the
date of this Annual Report, including assumptions about risks and uncertainties faced by the Company. In addition,
management may make forward-looking statements orally or in other writings, including, but not limited to, in press
releases, in the annual report to shareholders and in the Company’s other filings with the Securities and Exchange
Commission. Readers can identify these forward-looking statements by their use of such verbs as “expects,”
“anticipates,” “believes” or similar verbs or conjugations of such verbs. Forward-looking statements include any
discussion of the trends and other factors that drive our business and future results in “Item 7. Management’s
Discussion and Analysis of Financial Conditions and Results of Operations.” Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their date. If any of management’s
assumptions prove incorrect or should unanticipated circumstances arise, the Company’s actual results could
materially differ from those anticipated by such forward-looking statements. The differences could be caused by a
number of factors or combination of factors including, but not limited to, those factors identified under Item 1A “Risk
Factors.” Readers are strongly encouraged to consider those factors when evaluating any forward-looking
statements concerning the Company. Except as may be required by law, the Company does not undertake to
update any forward-looking statements in this Annual Report to reflect future events or developments.
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Part I
Item 1.
Business
Company Overview
For more than 30 years, Garmin Ltd. and subsidiaries (collectively, the “Company” or “Garmin”) have
pioneered new wireless devices, many of which feature location technology such as Global Positioning System
(GPS), and applications that are designed for people who live an active lifestyle. Garmin serves five primary
markets, fitness, outdoor, aviation, marine, and auto, and we design, develop, manufacture, market, and distribute
a diverse family of hand-held, wearable, portable, and fixed-mount GPS-enabled products and other navigation,
communications, sensor-based and information products for these markets. Since the inception of its business,
Garmin has delivered over 251 million products, which included more than 16 million products delivered during
fiscal 2021.
Available Information
Garmin’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statement and Forms 3, 4 and 5 filed by Garmin’s directors and executive officers and all amendments to those
reports will be made available free of charge through the Investor Relations section of Garmin’s website
(http://www.garmin.com) as soon as reasonably practicable after such material is electronically filed with, or
furnished to, the Securities and Exchange Commission (the “SEC”). The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The reference to Garmin’s website address does not constitute
incorporation by reference of the information contained on this website, and such information should not be
considered part of this report on Form 10-K or in any other report or document we file with the SEC, and any
references to our website are intended to be inactive textual references only.
This discussion of Garmin should be read in conjunction with, and is qualified by reference to,
“Management's Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 herein and
the information set forth in response to Item 101 of Regulation S-K in such Item 7 is incorporated herein by reference
in partial response to this Item 1.
Products
Garmin offers a broad range of solutions across its reported segments as outlined below. In general, Garmin
believes that its products are known for their value, high performance, ease of use, innovation, and ergonomics.
Many of the Company’s products utilize Global Positioning System (GPS) and other global navigation
satellite systems (GNSS) receivers to support product features such as navigation, global positioning, and tracking.
GPS is a United States owned satellite network constellation that supports global positioning, communication, and
navigation, providing precise geographic location and related data to both commercial and government GPS
receivers. Access to and use of the GPS systems commercial signal bands is provided free of charge.
In addition to GPS, Garmin products utilize other global navigation satellite systems (GNSS) including the
Russian Global Navigation Satellite System (GLONASS), the European Union Galileo system (Galileo), and the
Chinese BeiDou Navigation Satellite System (BDS), and satellite based augmentation systems (SBAS) including
the U.S. Wide Area Augmentation System (WAAS), the Japanese MTSAT-based Satellite Augmentation System
(MSAS) and Quasi-Zenith Satellite System (QZSS), and the European Geostationary Navigation Overlay Service
(EGNOS) aviation Safety of Life (SoL) service.
Some of Garmin’s products utilize a combination of global navigation satellite systems to improve
navigational fix, which results in improved accuracy.
On a subscription basis, certain Garmin products offer access to private satellite networks such as the
Iridium satellite network, a synchronized constellation of 66 low Earth orbit (LEO) satellites offering global data
communication coverage. Iridium’s use of this constellation gives it the ability to span the entire globe, offering 100
percent coverage worldwide to enable reliable satellite-based communication.
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Fitness
Garmin offers a broad range of products designed for use in health, wellness, and fitness activities. Garmin
currently offers the following product categories within the Fitness segment to consumers around the world:
Running and Multi-sport Watches: Garmin running and multi-sport watches are offered under the
Forerunner® product series. The Forerunner series offers GPS-enabled watches with features unique
to each model. Depending on the model, features include wrist-based heart rate monitoring, wrist-
based pulse oximeter, music storage capabilities, mapping capabilities, LTE Connectivity, and Garmin
Pay™ contactless payment.
Cycling Products: Garmin cycling products include cycling computers, power meters, bike radars, and
smart lights. Additionally, Garmin offers Tacx® indoor training equipment including smart and basic
trainers, and a smart bike.
Activity Tracking and Smartwatch Devices: Garmin offers a wide range of activity tracking devices and
smartwatch devices. The Garmin product offerings include activity tracking fitness bands, GPS-enabled
smartwatches, and fashion-forward hybrid smartwatches with analog style displays. The activity
tracking and smartwatch devices offered by Garmin are the vívomove® series, vívoactive® series,
vívosmart® series, vívofit® series, Venu® series, and Lily™ series. Each series of activity tracking and
smartwatch devices offered has unique features, all to enhance and promote healthy and active
lifestyles. Features of the activity tracking and smartwatch devices, depending on the series and model,
include Garmin Pay, music storage capabilities, and 24/7 health monitoring.
Fitness and Cycling Accessories: Garmin offers a wide range of fitness and cycling accessories
including chest strap heart rate monitors, cycling speed and cadence sensors, and smart scales.
Garmin Connect and Garmin Connect Mobile: Garmin Connect™ and Garmin Connect™ Mobile are
web and mobile platforms where users can track and analyze their fitness, activities and workouts, and
wellness data. In addition, users can share their accomplishments, create training groups and group
challenges, and get feedback and encouragement from the Connect community.
Connect IQ: The Connect IQ™ application development platform enables third parties to create a
variety of applications that run on a wide assortment of Garmin devices. Connect IQ provides
developers with an easy-to-use software development kit (SDK) to facilitate development efforts in
creating watch faces, applications, widgets, and data fields. These third-party applications are available
for download by Garmin users via their mobile phone or computer and run on their compatible Garmin
wearable, bike computer, golf device, or outdoor handheld.
Outdoor
Garmin offers a broad range of products designed for use in outdoor activities. Garmin currently offers the
following product categories within the Outdoor segment to consumers around the world:
Adventure Watches: Garmin adventure watches include the fēnix® series, Instinct® series, tactix®
series, the Enduro™ series, the Descent™ series, and the MARQ® collection. The fēnix series offers
premium multisport smartwatches with features such as wrist-based biometrics, music storage
capabilities, preloaded full-color purpose-built adventure mapping of topography, ski resorts, and golf
courses, Garmin Pay™, and solar charging, depending on model. The Instinct series offers a rugged
and reliable outdoor GPS smartwatch with built-in sports apps, heart rate sensor, smart connectivity,
wellness data, and solar charging, depending on model. The tactix series provides preloaded full-color
topographical maps and tactical-inspired features. The Enduro™ series offers a Power Glass™ solar
charging lens that extends battery life and advanced training features for extreme endurance athletes.
The Descent series are watch style dive computers that offer divers GPS navigation, multiple dive
modes, support for up to six gasses, as well as integrated air pressure monitoring. The MARQ series
is a collection of luxury smart tool watches with premium materials and features unique to each watch.
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Outdoor Handhelds: Garmin offers outdoor handhelds under the Rino®, Montana®, eTrex®,
GPSMAP®, Foretrex®, and inReach® product lines. Handhelds range from basic waypoints navigation
capabilities to advanced color touchscreen devices offering barometric altimeter, 3-axis compass,
camera, preloaded maps, wi-fi and smartphone connectivity, two-way satellite communication and
other features. Each series of products is designed to serve unique niche markets. Handhelds with
inReach include global satellite technology which, when combined with an active service plan, offers
2-way text messaging, S.O.S. capabilities and weather forecasts while anywhere in the world.
Golf Devices and Mobile App: Garmin golf devices are offered under the Approach® product line. The
Approach series includes handhelds, wearables, club sensors, launch monitors, golf simulators, and
laser ranging devices. Over 42,000 preloaded worldwide golf courses are available to be utilized on
certain Garmin golf devices. Handheld and wearable golf devices provide yardage distances to the
front, back, and middle of the green. In addition to course maps, the Approach R10 portable launch
monitor utilizes radar to provide swing metrics including estimated carry and roll, club head speed, ball
speed, smash factor, and swing tempo, as well as the ability to play a simulated round of any of our
42,000 worldwide mapped courses when paired with the Garmin Golf™ mobile app. The mobile app
also offers scoring, shot tracking, and performance tracking features, in addition to the Home Tee Hero
virtual round simulator for subscribers.
Dog Tracking and Training Devices: Garmin offers a variety of dog tracking and training devices,
including those under the Alpha®, PRO, BarkLimiter™, and Delta® product lines.
Aviation
Garmin designs, manufactures, and markets a wide range of innovative aircraft avionics solutions to the
broad and diverse aviation sector. Avionics are sold directly into original equipment manufacturer (OEM)
applications as well as through Garmin’s worldwide dealer network for retrofit installations on existing aircraft.
Garmin has developed growth-minded products and technologies serving general aviation, business
aviation, rotorcraft, and experimental/light sport markets. Our solutions are available for all aircraft categories and
classes; from small piston and electric-powered general aviation aircraft, to large business jet aircraft, as well as a
wide-ranging variety of helicopters serving critical public service and oil and gas missions, to name a few.
Garmin also provides innovative products and software-as-a-service solutions to other growth markets such
as commercial air-carrier, military and defense, electric aircraft, and Advanced Air Mobility / eVTOL. By offering
products such as Commercial Off-The-Shelf (COTS) and mission-optimized solutions to military and defense
contractors/customers, and products tested and optimized for high duty cycle commercial aviation operations,
Garmin is emerging as a strong competitor in these rapidly evolving business spaces.
Garmin currently offers the following products, systems, and services to the global aviation market:
Integrated Flight Decks: Known for defining the integrated flight deck (IFD) space in general aviation
and light business aviation applications, Garmin offers OEM and retrofit IFD systems scaled for any
size aircraft and rotorcraft, featuring communication and navigation, weather information, terrain and
traffic awareness and avoidance, aircraft performance, and automated safety solutions.
Electronic Flight Displays and Instrumentation: Garmin flight display and instrument solutions can serve
as primary or back-up systems, which also provide a wealth of valuable information in the cockpit,
dramatically increasing situational awareness and capability.
Navigation and Communication Products: Garmin offers a wide range of integrated and stand-alone
GPS navigation and very high frequency (VHF) radio communication products, with a variety of
capabilities, available for all market segments.
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Automatic Flight Control Systems and Safety-Enhancing Technologies: Garmin offers scalable flight
control systems with unique integrated safety features for aircraft and rotorcraft. Our Autopilots, and
Autonomí™ safety-enhancing solutions cover a wide spectrum of aircraft, from large-cabin business
jets and helicopters, to light general aviation aircraft. Garmin’s award-winning Autoland system will
autonomously land the aircraft in the event the pilot is not able to do so, and Smart Glide™ will assist
a pilot to get to the nearest airport in the event of the loss of engine power. We also offer an innovative
smart rudder bias system that can help the pilot maintain control of a twin-engine aircraft in the event
of an engine failure.
Audio Control Systems: Garmin produces a broad array of cutting-edge audio systems, including panel-
mount and remote-mounted units, incorporating features such as Bluetooth connectivity, voice
command technology, and integrated intercoms.
Engine Indication Systems: Garmin offers a variety of advanced engine indication systems for piston
and turbine-powered aircraft with comprehensive data-logging capabilities as well as wireless data
offloading, cloud storage and analysis capability through our flyGarmin.com online services portal.
Traffic Awareness and Avoidance Solutions: Garmin offers an array of traffic advisory and collision
avoidance systems, including TAS and TCAS / ACAS solutions, with applications in all types of aircraft.
ADS-B and Transponders: Garmin offers a full lineup of ADS-B and transponder solutions, including
ADS-B “Out” compliant solutions as well as ADS-B “In” and Bluetooth capable units that allow pilots to
connect to their mobile device to display ADS-B traffic and weather.
Weather Information and Avoidance Solutions: Garmin offers multiple weather solutions, including
onboard Doppler digital radar products, along with satellite-based SiriusXM, ground-based ADS-B, as
well as Garmin Connext® global satellite weather options.
Datalink and Connectivity: Garmin datalink and connectivity solutions allow pilots to download global
weather data, communication via text/voice, as well as select mobile apps to transfer flight plans,
manage database subscriptions, and stream weather and traffic data from installed avionics solutions.
Portable GPS Navigators and Wearables: Garmin offers portable GPS navigators, smartwatches for
pilots, satellite communicators, and portable traffic and weather solutions, providing pilots tools they
can take with them from aircraft to aircraft.
Services: Garmin offers a variety of services products to the aviation market. Web and mobile app-
based products offered via FltPlan.com and our Garmin Pilot™ electronic flight bag application, help
pilots plan, file, fly, and log flights and offer a wealth of information across all phases of flight. Business
and commercial aviation customers also benefit from our safety management system, runway analysis
and performance data, weight and balance, obstacle clearance, load planning, and navigation database
solutions. Garmin continues to provide industry-leading product support, and offers a wide selection of
databases, training products, extended warranties, and subscription services for all aviation segments.
Marine
Garmin is a leading manufacturer of recreational marine electronics and offers a broad range of products.
Garmin currently offers the following product categories within the Marine segment to consumers around the world:
Chartplotters and Multi-Function Displays (MFDs): Garmin offers numerous chartplotters/MFDs under
the GPSMAP® and ECHOMAP™ product lines. The offerings range from 4-inch portable and fix-
mounted products to 24-inch fully integrated Glass Helm offerings and include wireless connectivity to
the ActiveCaptain® mobile app.
Cartography: Garmin is a premier supplier of cartography for the recreational marine market. Including
the Garmin-owned Navionics® branded charting products, Garmin is a leading supplier of recreational
marine content for most major chartplotters and MFDs on the market.
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Fishfinders: Garmin offers an advanced line of fishfinders, the Striker™ series, which incorporates GPS
technology enabling Garmin Quickdraw™ Contours, and wireless features through the ActiveCaptain
and StrikerCast mobile apps.
SONAR: Garmin also offers the Panoptix™ all seeing sonar smart transducer line. Panoptix
LiveScope™ provides real-time, high-resolution images that can be seen in downward, perspective,
and forward-looking views for locating the fish and seeing what is coming before you get there. The
Panoptix line also offers detailed 3D underwater views of fish and structure under your boat. Garmin’s
CHIRP “black-box” sounders and “smart transducers” interface with Garmin MFDs to enhance their
utility by providing the deep-water sounders and fishfinder functions in a remote mounted package.
Autopilot Systems: Garmin offers full-featured marine autopilot systems designed for sailboats and
powerboats. The systems incorporate such features as Garmin’s patented Shadow Drive™ technology,
which automatically disengages the autopilot if the helm is turned, remote steering and speed control,
and enhanced integration with Volvo Penta and Yamaha propulsion systems. Garmin has also
introduced steer-by-wire autopilot capabilities for various types and manufacturers’ steering systems.
RADAR: Garmin offers high-tech solid state Fantom™ radar with MotionScope™ Doppler technology,
lowering system power consumption and increasing reliability, while greatly improving situational
awareness of the captain. Fantom radars are available in both radome and open array radar products
with compatibility to any network-compatible Garmin chartplotter. Garmin also offers a full line of
magnetron radars up to 25kW of transmit power.
Instruments: Garmin offers NMEA 2000 and NMEA 0183 compliant instrument displays and sensors
that show data from multiple remote sources on one screen.
VHF Communication Radios: Garmin offers a full line-up of marine VHF radios and Automatic
Identification System (AIS) transceivers with the latest feature sets including integrated GPS receivers
for the communication needs of all types of mariners. Garmin radios are NMEA 2000 compatible and
offer multi-station support, and monitor all AIS channels.
Handhelds and Wearable Devices: Garmin offers the quatix® series wearable, GPS-enabled
smartwatches designed for mariners, which include marine features for navigation, sailing, stereo
control, and autopilot functions. Garmin also offers floating marine GPS handhelds with wireless data
transfer between compatible units and preloaded cartography. Some handhelds contain built-in
InReach® satellite communication and support Connect IQ™ applications.
Sailing: Garmin has integrated many basic and advanced sailing features into our MFD and instrument
systems. These Garmin SailAssist™ features include enhanced wind rose with true and apparent wind
data, pre-race guidance, synchronized race timer, virtual starting line, time to burn and lay line data
fields.
Entertainment: Garmin’s entertainment brand, Fusion®, consists of marine audio head units, speakers
and amplifiers. These products are designed specifically for the marine or RV environments and support
many connectivity options for integrating with MFDs, smartphones, and Garmin wearables.
Digital Switching: Garmin offers digital switching products under the EmpirBus™ product line. The
Garmin EmpirBus products provide power distribution and control solutions for marine and RV
applications which enable advanced logic controls and smart electrical systems to enhance features in
a boat or RV. The system features fully customizable graphics and user interface that can be controlled
through Garmin’s marine multi-function displays and RV OEM products.
Trolling Motors: Garmin offers the Force® Trolling Motor, a powerful, efficient scissor-lift style trolling
motor with built-in CHIRP and Ultra High-Definition ClearVü™ and SideVü™ sonar. The Force product
line also connects wirelessly to Garmin chartplotters/MFDs to provide navigation, autopilot, and anchor
lock integration.
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Auto
Garmin designs and develops products for use in the auto market that are offered to customers around the
world.
Consumer Auto
Personal Navigation Devices (PNDs): Garmin is a leading manufacturer of PNDs, which include
specialized features dedicated to the following vehicle and driver needs:
Auto: The Drive series offers traditional PNDs for a wide range of consumers.
Motorcycle: The zūmo® series offers motorcycle-specific features.
Truck: The dēzl™ series offers over-the-road trucking features.
RV: The RV series offers features specific to the RV enthusiast.
Offroad: Overlander® and Tread® are rugged, all-terrain navigators with mapping specific for off-
road guidance.
Motorsports: The Garmin Catalyst™ is an industry-first racing coach and driving performance
optimizer.
Camera: The Garmin Dash Cam™ series offers GPS-enabled dash cams that provide high-quality
video recording, automatic saving of video footage with G-sensor incident detection, and forward
collision and lane departure warnings. Dash cams are offered as compact, standalone cameras that
can be mounted to a car windshield. Garmin also offers wireless backup cameras that can be utilized
with compatible PNDs to display camera footage behind the vehicle.
Auto OEM
Original Equipment Manufacturer (OEM) Solutions: Garmin has cultivated key relationships with
leading automobile manufacturers to be the provider of a variety of hardware and software solutions
for their vehicles. These range from embedded computing models and infotainment systems that
provide a broad range of functionality, to integrated camera solutions, embedded navigation solutions,
and precise positioning technology solutions. These support not only the infotainment system in the
vehicle, but also key advanced driver-assistance systems (ADAS) functionality as well.
Sales and Marketing
Garmin’s distribution strategy is to support a broad and diverse network of sales channels for our products
while maintaining high quality standards to ensure end-user satisfaction. Our products are sold through a large
worldwide network of independent retailers, online retailers, dealers, distributors, our own online webshop
(garmin.com), installation and repair shops, as well as through original equipment manufacturers (OEMs). Marketing
support is provided geographically from Garmin’s offices around the world.
Amazon.com, Inc. and its affiliates (Amazon), a customer of our fitness, outdoor, marine, and consumer
auto segments, accounted for approximately 10% of our consolidated net sales in the fiscal year ended
December 25, 2021. No other customer accounted for 10% or more of Garmin’s consolidated net sales in fiscal
2021. None of the Company’s customers accounted for 10% or more of consolidated net sales in the years ended
December 26, 2020, and December 28, 2019.
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Competition
We operate in highly competitive markets, though competitive conditions vary among our diverse target
markets and geographies. Garmin believes the principal competitive factors impacting the market for its products
are design, functionality, quality and reliability, customer service, brand, price, time-to-market and availability.
Garmin believes that it generally competes favorably in each of these areas and as such, is generally a significant
competitor in each of our major markets.
Garmin believes that its principal competitors for fitness products are Amazon, Apple, Bryton, Coros, Elite,
Fitbit (Google), Huawei, Polar, Samsung, Suunto, Wahoo Fitness, Whoop, Xiaomi, and Zepp Health. Garmin
believes that its principal competitors for outdoor product lines are Casio, Coros, Dogtra, Globalstar, Shearwater
Research, SportDOG, Suunto, TAG Heuer, Tissot, Trackman, Vista Outdoor, and Zoleo. Garmin considers its
principal avionics competitors to be Aspen Avionics, CMC Electronics, Dynon Avionics, ForeFlight, Genesys
Aerosystems, Honeywell Aerospace & Defense, Innovative Solutions and Support Inc., L-3 Avionics Systems,
Collins Aerospace, Safran, Thales, and Universal Avionics Systems Corporation. For marine products, Garmin
believes that its principal competitors are Furuno, Johnson Outdoors, Navico, and Raymarine. Garmin believes that
its principal competitors for consumer automotive products are Rand McNally and TomTom. Garmin believes that
its principal competitors for auto OEM infotainment solutions are Alpine Electronics, Aptiv, Bosch, Continental,
Harman International Industries, the Mitsubishi Group, and Panasonic Corporation.
Research and Development
Garmin’s product innovations are driven by its strong emphasis on research and development and the close
partnership between Garmin’s engineering and manufacturing teams. Garmin’s products are created by its
engineering and development staff. Garmin’s manufacturing staff includes manufacturing process engineers who
work closely with Garmin’s design engineers to ensure manufacturability and manufacturing cost control for its
products. Garmin’s development staff includes industrial designers, as well as software engineers, electrical
engineers, mechanical engineers, and cartographic engineers. Garmin believes the industrial design of its products
has played an important role in Garmin’s success.
Manufacturing and Operations
Garmin believes one of its core competencies and strengths is its vertically integrated manufacturing
capabilities at its Taiwan facilities in Xizhi, Jhongli, LinKou, and Xinshi, its China facility in Yangzhou, its Netherlands
facility in Oegstgeest, its Poland facility in Wroclaw, and at its U.S. facilities in Olathe, Kansas and Salem, Oregon.
Garmin believes that its ownership and operation of its own manufacturing facilities and distribution networks
provides significant capability and flexibility to address the breadth and depth of resources necessary to serve its
diverse products and markets.
Specifically, Garmin believes that the vertical integration of its manufacturing capabilities provides
advantages to product cost, quality, and time to market.
Cost: Garmin’s manufacturing resources rapidly and iteratively prototype designs, concepts, products and
processes, achieving higher efficiency and resulting in lower cost. Garmin’s vertical integration approach enables
leveraging of manufacturing resources across high, mid, and low volume products. Sharing of these resources
across product lines favorably affects Garmin’s costs to produce its range of products, with lower volume products
realizing the economies of scale of higher volume products. The ownership and integration of its resources allows
Garmin to optimize the design for manufacturing of its products, yielding improved cost.
Quality: Garmin’s automation and advanced production processes provide in-service robustness and
consistent reliability standards that enable Garmin to maintain strict process and quality control of the products
manufactured, thereby improving the overall quality of our products. Additionally, the immediate feedback
throughout the manufacturing processes is shared with the development teams, providing integrated continuous
improvement throughout design and supply chain.
10
Garmin’s design, manufacturing, distribution, and service functions in its U.S., Taiwan, China, and U.K.
facilities are certified to ISO 9001, an international quality standard developed by the International Organization for
Standardization (ISO). Garmin’s automotive operations in Taiwan, China, U.K., and Olathe have achieved IATF
16949 certification, a quality standard for automotive suppliers. Garmin’s Olathe, Kansas and Salem, Oregon
aviation operations in the U.S. have achieved certification to AS9100, a quality standard for the aviation industry.
Garmin has also implemented multiple health and safety management systems and achieved certification to the
ISO 45001 standard for Health and Safety Management at facilities in the U.S., Taiwan, and China.
Time to Market: Garmin uses multi-disciplinary teams of design engineers, process engineers, and supply
chain specialists to develop products, allowing them to quickly move from concept to manufacturing. This integrated
ownership provides inherent flexibility to enable faster time to market.
Materials
Garmin purchases components from a large number of qualified suppliers. Although many components
essential to Garmin’s business are generally available from multiple sources, certain key components are currently
obtained by the Company from single or limited sources, which subjects Garmin to supply and pricing risks. For
these components, we have limited near-term flexibility to use other suppliers if a current vendor becomes
unavailable or is unable to meet our requirements. While extended disruptions at these suppliers could impact our
ability to meet customer demand due to component shortages or increased lead times, or cause us to incur higher
product costs, we believe these potential disruptions would not disproportionately disadvantage us relative to our
competitors.
Seasonality
Our net sales are subject to seasonal fluctuation. Sales of our consumer products are generally higher in
the fourth quarter due to increased demand during the holiday buying season, and, to a lesser extent, the second
quarter due to increased demand during the spring and summer season. Sales of consumer products are also
influenced by the timing of the release of new products. Our aviation and auto OEM products do not experience
much seasonal variation, but are more influenced by the timing of aircraft certifications, regulatory mandates, auto
program manufacturing, and the release of new products when the initial demand is typically the strongest.
Intellectual Property
Our success and ability to compete is dependent in part on our proprietary technology. We rely on a
combination of patent, copyright, trademark and trade secret laws, as well as confidentiality agreements, to
establish and protect our proprietary rights. In addition, Garmin often relies on licenses of intellectual property for
use in its business.
As of January 4, 2022, Garmin has been issued over 1,700 patents throughout the world and holds more
than 1,000 trademark registrations. The duration of patents varies in accordance with the provisions of applicable
local law. We believe that our continued success depends on the intellectual skills of our employees and their ability
to continue to innovate. Garmin will continue to file and prosecute patent applications when appropriate to attempt
to protect Garmin’s rights in its proprietary technologies.
There is no assurance that our current patents, or patents which we may later acquire, may successfully
withstand any challenge, in whole or in part. It is also possible that any patent issued to us may not provide us with
any competitive advantages, or that the patents of others will preclude us from manufacturing and marketing certain
products. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of
our products or to obtain and use information that we regard as proprietary. Litigation may be necessary in the
future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of
the proprietary rights of others or to defend against claims of infringement or invalidity.
11
Environmental Matters
Garmin’s operations are subject to various environmental laws, including laws addressing air and water
pollution and management of hazardous substances and wastes. Substantial noncompliance with applicable
environmental laws could have a material adverse effect on our business. Capital expenditures for environmental
controls are included in our normal capital budget. Historically, capital expenditures associated with environmental
controls have not been material and compliance with environmental laws has not had a material impact on the
Company’s competitive position.
Many of Garmin's products are subject to laws relating to the chemical and material composition of our
products and their energy efficiency. Garmin is also subject to extended producer responsibility laws and regulations
requiring manufacturers to be responsible for collection, recovery, and recycling of wastes from certain electronic
products. Historically, compliance with environmental laws has not had a material impact on our profitability. We
have processes to monitor environmental law changes and to evaluate the potential impact of such laws to our
business, but the impact of future enactment of environmental laws cannot yet be fully determined and could be
substantial.
Garmin has a global environmental policy and is committed to working to protect the environment
throughout various aspects of our business. Garmin has implemented multiple environmental management systems
and achieved certification to the ISO 14001 standard for Environmental Management at facilities in the U.S., U.K.,
Taiwan, and China.
Garmin strives to reduce our environmental impact by increasing our environmental sustainability efforts.
Garmin is committed to reducing greenhouse gas emissions through direct carbon emissions reduction and
elimination strategies. Garmin has several locations that utilize renewable electricity, including facilities in Olathe,
Kansas. Garmin also has made efforts to reduce waste and increase recycling and composting.
Human Capital
Successful execution of our strategy is dependent on attracting, developing, and retaining key employees
and members of our management team. To facilitate talent attraction and retention, we strive to provide
opportunities for our employees to grow and develop in their careers, supported by generous compensation and
benefits, and through programs that build connections between our employees and their communities.
As of December 25, 2021, the Company had approximately 18,700 full and part-time employees worldwide,
of whom approximately 6,400 were in the Americas region, 9,700 were in APAC (Asia Pacific and Australian
Continent), and 2,600 were in EMEA (Europe, the Middle East, and Africa). Garmin’s vertical integration model
enables us to provide a variety of opportunities across many different professions including engineering, human
resources, information technology, marketing, sales, and operations. The Company’s products are created by its
engineering and development staff, which numbered approximately 5,300 people worldwide as of December 25,
2021. Garmin’s manufacturing staff, which numbered approximately 8,200 people worldwide as of December 25,
2021, includes manufacturing process engineers who work closely with Garmin’s design engineers to ensure
manufacturability and manufacturing cost control for its products.
Garmin respects the right of all employees to form and join an association to represent their interests as
employees, to organize, and to bargain collectively or individually. We also respect any employee’s choice to refrain
from joining a union. Except for some of Garmin’s employees in Sweden, none of Garmin’s employees are
represented by a labor union and none of Garmin's North American or Taiwan employees are covered by a
collective bargaining agreement. We believe our efforts in managing our workforce have been effective, as
evidenced by a strong company culture and positive relations between the Company and our employees.
12
We offer a range of generous benefits to our employees that enable us to attract and retain leading talent.
In addition to salaries, these programs (which vary by country/region) include stock awards, retirement plans,
healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, and
an Employee Stock Purchase Plan, which provides employees an opportunity to acquire company ownership for a
discounted price. We also invest significant resources in our talent development programs to provide employees
with the training and education they need to help achieve their career goals, build relevant skills, and lead their
organizations. Employee Resource Groups provide opportunities for employees to connect, network, and become
involved in community engagement initiatives.
We support local community engagement initiatives where we have a business presence, and we provide
opportunities for employees to give back to those communities. One such initiative is through active engagement
in Science, Technology, Engineering, and Math (“STEM”) community outreach programs. Our strategic aim in these
educational programs is to educate and encourage local students to pursue careers in the engineering field,
especially those in underrepresented groups, which we believe benefits not only our company but the overall
industry.
Item 1A. Risk Factors
The risks described below are not the only ones facing our company. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial may also impair our business operations. If any
of the following risks occur, our business, financial condition or operating results could be materially adversely
affected.
Risks Related to the Company
If we are not successful in the continued development, timely manufacture, and introduction of new
products or product categories, overall demand for our products could decrease to the extent that lost
sales and profits are not entirely offset.
We expect that a significant portion of our future revenue will continue to be derived from sales of newly
introduced products. The market for our products is characterized by rapidly changing technology, evolving industry
standards and changes in customer needs. If we fail to introduce new products, or to modify or improve our existing
products, in response to changes in technology, industry standards or customer needs, our products could rapidly
become less competitive or obsolete. We must continue to make significant investments in research and
development in order to continue to develop new products, enhance existing products and achieve market
acceptance for such products. However, there can be no assurance that development stage products will be
successfully completed or, if developed, will achieve significant customer acceptance.
If we are unable to successfully develop and introduce competitive new products, and enhance our existing
products, our future results of operations would be materially adversely affected. Our pursuit of necessary
technology may require substantial time and expense. We may need to license new technologies to respond to
technological change. These licenses may not be available to us on terms that we can accept or may materially
change the gross profits that we are able to obtain on our products. We may not succeed in adapting our products
to new technologies as they emerge. Development and manufacturing schedules for technology products are
difficult to predict, and there can be no assurance that we will achieve timely initial customer shipments of new
products. The timely availability of these products in volume and their acceptance by customers are important to
our future success. Any future challenges related to new products, whether due to product development delays,
manufacturing delays, supply chain constraints, lack of market acceptance, delays in regulatory approval, or
otherwise, could have a material adverse effect on our results of operations.
If we are unable to compete effectively with existing or new competitors, the associated loss of competitive
position could result in price reductions, fewer customer orders, reduced margins and loss of market share.
The markets for many of our products are highly competitive, and we expect competition to increase in the
future. Some of our competitors have significantly greater financial, technical and marketing resources than we do.
These competitors may be able to respond more rapidly to new or emerging technologies or changes in customer
requirements. They may also be able to devote greater resources to the development, promotion and sale of their
products or secure better product positioning with retailers. Increased competition could result in price reductions,
fewer customer orders, reduced margins and loss of market share. Our failure to compete successfully against
current or future competitors could seriously harm our business, financial condition and results of operations.
13
Public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have had and
will likely continue to have significant impacts on our business.
Widespread public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases,
such as the COVID-19 pandemic, have had, and will likely continue to have, significant impacts on our business.
The COVID-19 pandemic continues to rapidly evolve, creating disruption and uncertainty around the world, which
has resulted in, and we expect will continue to result in, a change in overall demand for certain of our products and
other operational impacts. There are unknown factors, such as the duration and severity of the pandemic, evolving
variants of the virus that causes COVID-19 and the efficacy of vaccines against those variants, the nature and
length of actions taken by governments, businesses and individuals to contain or mitigate its impact, the severity
and duration of the economic impact caused by the pandemic, the uncertainty surrounding the distribution and
uptake of vaccines, the impact of employees who are unable to work due to quarantine requirements or who decline
to adhere to government-mandated vaccination or testing requirements, along with the effectiveness of our
response, that may materially impact our business operations, results of operations, and its ultimate impact on our
financial condition.
Demand for certain of our products has been, and may continue to be, affected in several ways during the
COVID-19 pandemic. Some consumers have been and may continue to be less able or less likely to purchase
certain of our products due to economic hardships, governmental restrictions affecting them and the retail outlets
that sell our products, voluntary behavior changes associated with public health guidance, the prioritization of other
goods and services by online retailers that sell our products, restrictions on the ability of online retailers to ship
products to certain areas, the cancellation of trade shows and other events that are otherwise important in the
marketing and sale of our products, and the potential failure and closure of retail outlets and online retailers that
sell our products. Certain of our sales and distribution offices have experienced and may again experience
temporary closure due to governmental restrictions. Additional or prolonged closures of certain sales and
distribution offices could affect our ability to market and distribute products to meet customer demand. The adverse
impacts of the pandemic have created economic stress in the global marketplace, periods of high levels of
unemployment, loss of income and/or wealth for some individuals, and general economic uncertainty. These
conditions have affected and are expected to continue to affect the willingness or ability of some customers to
purchase certain of our products or those of original equipment manufacturers in which our products are installed.
We have also experienced increased demand for certain of our products during the COVID-19 pandemic as
consumer behavior and demand shifted toward products offered by our fitness, outdoor, and marine segments, and
our aviation and auto segments have trended positively subsequent to the initial declines in those segments. It is
not yet known whether certain of these behaviors and demand will persist, and there has been a decline in the
demand for certain of these products and may be a decline in demand for others as people return to pre-pandemic
lifestyles.
Our supply chain has been and may continue to be adversely impacted by the COVID-19 pandemic. We
have experienced delays in procuring and may continue to be unable to procure certain components from our
suppliers, and the cost of procuring certain components has increased and could continue to increase. We have
faced logistics constraints and higher freight costs, the scope and severity of which may intensify. Reduced demand
for certain of our products has resulted in, and may continue to result in, reduced utilization of certain of our
manufacturing facilities and higher per-unit costs for certain products. Certain of our manufacturing facilities have
experienced and may in the future experience inopportune temporary closures or reduced hours, which could
adversely affect the costs incurred to produce our products and our ability to meet demand.
The COVID-19 pandemic has had and will continue to have several other operational impacts on our
business, which has and may continue to include employees working remotely, temporarily ceasing operations in
some offices due to government restrictions, business travel restrictions, and the cancellation of events that are
otherwise important in the development, marketing and sale of our products. These changes in our business
operations may result in reduced efficiency and lower productivity. We have incurred and may continue to incur
increased costs as we provide additional benefits to assist our employees during the COVID-19 pandemic and
provide a safe and healthy workplace for employees who continue to work in our facilities. Similar operational and
financial hardships on our business partners may result in aged or uncollectable receivables, and the reduced
demand for certain of our products could result in obsolescence of certain inventory. If the economy experiences a
sustained downturn of significant proportion that impacts portions of our business, we may also need to incur the
costs and organizational impacts of personnel restructuring.
14
Additional risks and impacts including gross margin fluctuation, foreign currency fluctuations, product
development challenges, impacts to our key personnel, and dependencies on third party suppliers, may be
heightened as a result of the COVID-19 pandemic and evolving variants of the virus that causes COVID-19. There
are further unknown risks and impacts due to the uncertainty and rapidly evolving nature of the pandemic including,
but not limited to, uncertainty around the evolution of the pandemic, the unprecedented imposition of preventative
measures by governments that impact the economy and normal operations of a business and the timing and manner
of relaxation of those measures. Potential future health emergencies may present risks and impacts similar to the
ongoing COVID-19 pandemic. If we are unable to manage these risks and uncertainties, our business, financial
condition, and results of operations could be materially impacted.
Maturation or contraction of the market for wearable devices or categories of these devices could adversely
affect our revenue and profits.
We have experienced annual growth in sales and profits in our outdoor and fitness segments, which have
benefited from increased sales of wearable devices. If the overall wearable device market declines, or categories
of devices within the wearable device market decline significantly, our business, financial condition or operating
results could be materially adversely affected.
We depend on third party suppliers and licensors, some of which are sole source, for technology and
components used in our products. Our production and business would be seriously harmed if these
suppliers or licensors are not able to meet our demand and alternative sources are not available, or if the
costs of components rise.
We are dependent on third party suppliers for various components used in our current products. Some of
the components that we procure from third party suppliers include semiconductors and electroluminescent panels,
liquid crystal displays, memory chips, batteries and microprocessors. The availability of high-quality components at
reasonable cost is essential to the successful production and sale of our products. Some components we use are
from sole source suppliers.
We have and may continue to experience shortages of certain components as well as delays in procuring
certain components. In addition, a shortage in supply of components may result in an increase of the costs of
procuring these components. If suppliers are unable to meet our demand for components on a timely basis or if we
are unable to obtain components from an alternative source, or if the price of alternative components is prohibitive,
our ability to maintain timely and cost-effective production of our products would be seriously harmed.
Our products are also dependent on certain licensed technology and content. If we are unable to continue
sourcing such technology and content from our licensors and are unable to obtain an alternative source, or if our
relationships with our licensors change detrimentally, our ability to provide certain features in our products would
be seriously harmed.
We expect to make significant investments in the auto OEM operating segment for the foreseeable future,
which would continue to negatively impact total Company profits and may negatively impact shareholder
value if the operating segment fails to become profitable.
We have been awarded several tier-one and tier-two auto OEM supplier contracts. To fulfill the associated
program commitments, we are investing significantly in facilities, research and development, and other operating
expenses and expect to continue doing so in the coming years. Gross margins associated with these auto OEM
programs will negatively impact consolidated gross margin as auto OEM revenue increases as a percentage of
consolidated revenue. If we are not successful in winning additional contracts and substantially leveraging our
investments, operating losses in the auto OEM segment will continue to negatively impact total Company profits
and may negatively impact shareholder value. We may incur substantial restructuring costs if we are unable to
generate profits from auto OEM contracts.
15
Our business and reputation have been and are expected to continue to be impacted by information
technology system failures and network disruptions.
The Company and its global supply chain have experienced and are expected to continue to be exposed
to information technology system failures and network disruptions including those caused by natural disasters,
accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or
electronic break-ins, and ransomware or other cybersecurity incidents.
We have technology and processes in place designed to detect and respond to such failures and
disruptions. However, because the techniques used to obtain unauthorized access, disable or degrade service, or
sabotage systems, and the nature of other potential incidents changes frequently and may be difficult to detect for
long periods of time, our detection and response measures may be ineffective or inadequate. Furthermore, even
with appropriate training conducted in support of such measures, human errors and omissions may still occur
resulting in system failures and/or disruptions to our information technology infrastructure. Therefore, the
Company’s business continuity and disaster recovery planning, or those of others in our global supply chain, may
not be able to sufficiently mitigate all threats.
Such failures or disruptions can materially adversely affect our business, reputation, results of operations,
and financial condition through, among other things, a disruption of internal operations, including order processing,
invoicing, and manufacturing and distribution of products, and a loss of functionality of critical systems and online
services. Actual or anticipated attacks and risks have caused, and are expected to continue to cause, us to incur
increasing costs, including costs to deploy additional personnel and protection technologies, to conduct additional
employee training, and to engage third party security experts and consultants. Although we maintain cyber
insurance coverage that, subject to policy terms and conditions and significant self-insured retentions, is designed
to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all
types of claims that may arise.
Losses or unauthorized access to or releases of proprietary or confidential information, including personal
information, could result in significant reputational, financial, legal, and operational consequences.
We have experienced, and are expected to continue to experience, malicious attacks and other attempts
to gain unauthorized access to our systems that seek to compromise the confidentiality, integrity or availability of
proprietary and confidential information. A breach of our security systems and procedures or those of others in our
global supply chain could result in significant data losses or theft of our intellectual property, confidential and
proprietary information, or that of our business partners, as well as our users’ or employees' personal information,
which could compromise our competitive position, reputation, operating results, and financial condition. Also, if we
fail to reasonably maintain the security of our intellectual property, confidential and proprietary information, or that
of our business partners, or the personal information of our users or employees, we may be subject to private
litigation, government investigations, regulatory proceedings, enforcement actions, and cause us to incur potentially
significant liability, damages, or remediation costs. Although we maintain cyber insurance coverage that, subject to
policy terms and conditions and significant self-insured retentions, is designed to address certain aspects of cyber
risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.
Our business may suffer if we are not able to hire and retain sufficient qualified personnel or if we lose our
key personnel.
Our future success depends significantly on the continued contribution of our key executive, engineering,
sales, marketing, manufacturing, and administrative personnel. Recruiting and retaining the skilled personnel we
require to maintain and grow our market position has been and is expected to continue to be difficult. The overall
shortage in qualified workforce personnel combined with the increased willingness of companies to hire such
personnel in fully remote positions has, and in the future may continue, to increase our compensation costs in order
for us to retain such personnel. If we fail to hire and retain qualified employees, our business and growth prospects
will be harmed.
We currently do not have employment agreements with any of our key executive officers. Swiss law
prohibits us from paying severance payments to our senior executive officers, which may impair our ability to recruit
for these positions. We do not have key person life insurance on any of our key executive officers and do not
currently intend to obtain such insurance. The loss of the services of any of our senior level management, or other
key employees, could harm our business.
16
We may experience unique economic and political risks associated with companies that operate in Taiwan.
Our principal manufacturing facilities are located in Taiwan. Deterioration of relations between Taiwan and
the People’s Republic of China, also referred to as the PRC, and other factors affecting the political or economic
conditions of Taiwan in the future, could cause disruption to our manufacturing operations which could materially
adversely affect our business, financial condition and results of operations and the market price and the liquidity of
our shares.
The PRC asserts sovereignty over all of China, including Taiwan, certain other islands, and all of mainland
China. The PRC government does not recognize the legitimacy of the Taiwan government. Although significant
economic and cultural relations exist between Taiwan and the PRC, the PRC government has indicated that it may
use military force to gain control over Taiwan in certain circumstances, such as the declaration of independence by
Taiwan. There is also a risk that the PRC government may unilaterally seek to occupy Taiwan, by force if necessary,
without a clear triggering event. In this scenario, Garmin’s manufacturing facilities in Taiwan could be subject to
disruptions that could have a material negative impact to our operations. The United States' relations with Taiwan
are governed by the 1979 Taiwan Relations Act, which signifies when the U.S. switched diplomatic recognition from
Taiwan to the PRC, referred to as the "one-China" policy. Deviations from the "one-China" policy could lead to
adverse changes in China-U.S. and China-Taiwan relations and could materially adversely affect our operations in
Taiwan in the future.
Changes in applicable tax laws or resolutions of tax disputes could result in adverse tax consequences to
the Company.
Our tax positions could be adversely impacted by changes to tax laws, tax treaties, or tax regulations or the
interpretation or enforcement thereof by any tax authority in which we file income tax returns, particularly in the
U.S., Switzerland, Taiwan, and United Kingdom (U.K.). We cannot predict the outcome of any specific legislative
proposals.
Global taxing standards continue to evolve as a result of the Organization for Economic Co-Operation and
Development (OECD) recommendations aimed at preventing perceived base erosion and profit shifting (BEPS) by
multinational corporations. While these recommendations do not change tax law, the countries where we operate
may implement legislation or take unilateral actions which may result in adverse effects to our income tax provision
and financial statements. Partially to respond to changes to global tax standards, we initiated an intercompany
transaction in 2020 which migrates ownership of certain intellectual property from Switzerland to the United States,
which is the primary location of research, development and executive management. At the end of this migration, a
higher percentage of income will be recognized in the U.S. Due to the subjectivity inherent in transfer pricing
associated with this intercompany transaction, we are pursuing an advanced pricing agreement with relevant
jurisdictions to provide certainty regarding the pricing. However, we are unable to predict the outcome of the final
advanced pricing agreement and related negotiations, which could materially and/or adversely impact our income
tax provision, net income or cash flows for periods during negotiation and upon finalization.
In 2021, the OECD continued work on the BEPS project by issuing a statement regarding a two-pillar
solution which includes within “Pillar Two” a global minimum tax. Numerous countries have signed onto the OECD
statement including Switzerland, the U.S. and the U.K. Recently, Switzerland’s Federal Council proposed legislation
which would implement a minimum tax of 15% in 2024. Neither the OECD statement nor proposed legislation
changes actual tax law, but these actions may lead to legislation in those countries in which we operate. The
passage of a minimum tax may result in an increase in the tax paid by the Company which could materially and/or
adversely impact our income tax provision and financial statements.
Significant judgment is required in determining our global provision for income taxes. In the ordinary course
of our business, there are many transactions and calculations where the ultimate tax determination is uncertain,
most notably in the area of transfer pricing. We are regularly under audit by tax authorities. Although we believe our
tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially
different from our historical income tax provisions and accruals. The results of an audit or litigation could have a
material effect on our income tax provision, net income, or cash flows in the period or periods for which that
determination is made.
17
Changes to trade regulations, including trade restrictions, sanctions, or tariffs, could significantly harm our
results of operations.
Trade and other international disputes can result in tariffs, sanctions, and other measures that restrict
international trade and can adversely affect our business. For example, tensions between the U.S. and the PRC
have led to a series of tariffs being imposed by the U.S. on imports from the PRC. Many other countries have
considered or imposed similar measures. The imposition of additional governmental controls or regulations that
create new or enhanced restrictions on free trade, trade sanctions, or tariffs, particularly those applicable to
materials or goods from the PRC, could have a substantial adverse effect on our business, results of operations,
and financial condition.
Our results of operations and financial condition are subject to fluctuations in foreign currency translation.
The movement of foreign currencies relative to the U.S. Dollar affects the U.S. Dollar value of the
Company’s foreign currency-denominated sales. The weakening of foreign currencies relative to the U.S. Dollar
could have a significant effect on our revenue, gross margin, and profitability, or may cause the Company to raise
international pricing, which could potentially reduce demand for our products. Conversely, a strengthening of certain
foreign currencies relative to the U.S. Dollar could increase product costs and operating expenses denominated in
those currencies, thus adversely affecting gross margins and profitability. We have not historically used financial
instruments to hedge our foreign currency exchange rate risks.
We have experienced significant foreign currency gains and losses due to the strengthening and weakening
of the U.S. Dollar relative to certain other currencies. The majority of our consolidated foreign currency gain or loss
is typically driven by exchange rate impacts on the significant cash, receivables, and payables held in a currency
other than the functional currency at a given legal entity. Such gain or loss will create variations in our earnings per
share. However, because there is minimal cash impact caused by such exchange rate variations, management will
continue to focus on our operating performance before the impact of foreign currency gains and losses.
Economic, regulatory, and political conditions and uncertainty could adversely affect our revenue and
profits.
Our revenue and profits depend significantly on general economic conditions and the demand for products
in the markets in which we compete. We have operations outside the United States that make up a significant
portion of our total revenue, which can present challenges depending on economic and geopolitical conditions on
both a global and regional scale. Economic weakness or constrained consumer and business spending has resulted
in periods of decreased revenue in the past, and could in the future result in decreased revenue and problems with
our ability to manage inventory levels and collect customer receivables. In addition, financial difficulties experienced
by our retailers and OEM customers have resulted, and could result in the future, in significant bad debt write-offs
and additions to reserves in our receivables and could have an adverse effect on our results of operations.
If we do not correctly anticipate demand for our products, we may not be able to secure sufficient quantities
or cost-effective production of our products or we could have costly excess production or inventories.
We have generally been able to increase or decrease production to meet fluctuations in demand. However,
the demand for our products depends on many factors and may be difficult to forecast. We expect that it will become
more difficult to forecast demand as we introduce and support a diverse product portfolio, competition in the market
for our products intensifies and the markets for some of our products mature. Significant unanticipated fluctuations
in demand could cause the following problems in our operations:
If demand increases beyond what we forecast, we would have to rapidly increase production. We
would depend on suppliers to provide additional volumes of components and those suppliers might
not be able to increase production rapidly enough, due to supply chain issues or other constraints, to
meet unexpected demand.
Rapid increases in production levels to meet unanticipated demand could result in higher costs for
manufacturing and supply of components, higher freight costs associated with urgent distribution of
the products, and other expenses. These higher costs could lower our profit margins. Further, if
production is increased rapidly, manufacturing quality could decline, which may also lower our
margins and reduce customer satisfaction.
18
If forecasted demand does not develop, we could have excess inventories of finished products and
components, which would use cash and could lead to write-offs of some or all of the excess
inventories. Lower than forecasted demand could also result in excess manufacturing capacity or
reduced manufacturing efficiencies at our facilities, which could result in lower margins.
Gross margins for our products may fluctuate or erode.
Gross margins in some of our segments are volatile and could decline in the future due to competitive price
reductions that are not fully offset by material cost reductions. In addition, our overall gross margin may fluctuate
from period to period due to a number of other factors, including product mix, foreign exchange rates, freight and
component costs, manufacturing facility utilization, and unit volumes. In particular, the average selling prices of a
specific product tend to decrease over that product’s life. To offset such decreases, we intend to rely primarily on
component cost reduction, obtaining yield improvements and corresponding cost reductions in the manufacturing
of existing products and on introducing new products that incorporate advanced features and therefore can be sold
at higher average selling prices. However, there can be no assurance that we will be able to obtain any such yield
improvements or cost reductions or introduce any such new products in the future. To the extent that such cost
reductions and new product introductions do not occur in a timely manner or our products do not achieve market
acceptance, our business, financial condition and results of operations could be materially adversely affected.
Our intellectual property rights are important to our operations, and we could suffer loss if they infringe
upon others’ rights or are infringed upon by others.
We rely on a combination of patents, copyrights, trademarks and trade secrets, confidentiality provisions
and licensing arrangements to establish and protect our proprietary rights. To this end, we hold rights to a number
of patents and registered trademarks and regularly file applications to attempt to protect our rights in new technology
and trademarks. However, there is no guarantee that our patent applications will become issued patents, or that
our trademark applications will become registered trademarks. In addition, effective copyright, patent and trade
secret protection may be unavailable, limited or not applied for in certain countries. Moreover, even if approved, our
patents or trademarks may thereafter be successfully challenged by others or otherwise become invalidated for a
variety of reasons. Thus, any patents or trademarks we currently have or may later acquire may not provide us a
significant competitive advantage.
The value of our products relies substantially on our technical innovation in fields in which there are many
patent filings. Third parties may claim that we or our customers (some of whom are indemnified by us) are infringing
their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for
the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The
number of these claims has increased in recent years and may continue to increase in the future. Such claims could
have a material adverse effect on our business and financial condition. From time to time we receive letters alleging
infringement of patents, trademarks or other intellectual property rights and we have been, and currently are, a
defendant in lawsuits alleging patent infringement. Litigation concerning patents or other intellectual property is
costly and time consuming. We may seek licenses from such parties, but they could refuse to grant us a license or
demand commercially unreasonable terms. Such infringement claims could also cause us to incur substantial
liabilities and to suspend or permanently cease the use of critical technologies or processes or the production or
sale of major products.
We may become subject to significant product liability costs.
If our products malfunction or contain errors or defects, we could be subject to significant liability for
personal injury and property damage and, under certain circumstances, could be subject to a judgment for punitive
damages. We maintain insurance against accident-related risks involving our products. However, there can be no
assurance that such insurance would be sufficient to cover the cost of damages to others or that such insurance
will continue to be available at commercially reasonable rates. In addition, insurance coverage may not cover
awards of punitive damages and may not cover the cost of associated legal fees and defense costs, which could
result in lower margins. If we are unable to maintain sufficient insurance to cover product liability costs or if our
insurance coverage does not cover the award, this could have a material adverse impact on our business, financial
condition and results of operations.
19
We have claims and lawsuits against us that may result in adverse outcomes.
We are subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may
result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our
business. Litigation and other claims are subject to inherent uncertainties and the outcomes can be difficult to
predict. Management may not adequately reserve for a contingent liability, or we may suffer unforeseen liabilities,
which could then impact the results of a financial period. A material adverse impact on our consolidated financial
statements could occur for the period in which the effect of an unfavorable final outcome becomes probable and
reasonably estimable and could harm our results of operations and financial condition.
The long-term effects of the United Kingdom’s withdrawal from the European Union (“Brexit”) are not yet
known and the uncertainty creates challenges and risks which could have a material effect on our business
and results of operations.
The United Kingdom (U.K.) formally left the European Union (E.U.) on January 31, 2020. As a result, the
U.K. is no longer part of the European Single Market and European Union Customs Union effective January 1,
2021. The E.U.-U.K. Trade and Cooperation Agreement (TCA) became effective on May 1, 2021. Under the TCA,
there is no longer free movement of goods or people between the U.K. and the E.U., which has resulted and could
continue to result in certain delays in the shipment of goods from the U.K. to the E.U. The long-term risks of Brexit
include economic recessions in the U.K. or other European markets and currency instability for both the British
Pound Sterling and the Euro.
We have operations in the U.K., including offices and a distribution facility, and in several E.U. member
states. Brexit therefore has impacted and will continue to impact our operations. While these impacts have not yet
been material to our business operations, results of operations, and financial condition, risks such as slow or
inefficient border clearance, prolonged economic recession, and currency fluctuations could have material adverse
effects in the future.
Our products may contain undetected security vulnerabilities, which could result in damage to our
reputation, lost revenue, diverted development resources and increased warranty claims, and litigation.
Undiscovered vulnerabilities in our products could expose them to hackers or other unscrupulous third
parties who develop and deploy viruses and other malicious software programs that could attack our products.
Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to
return products, to reduce or delay future purchases, or use competing products.
As a business that operates worldwide, we are subject to complex and changing global laws and
regulations, which exposes the Company to potential liabilities, increased costs and other adverse effects
on our business.
Our global operations are subject to complex and changing laws and regulations, including those in the
following areas: telecommunications; environmental, health and safety; labor and employment; antitrust; data
privacy and security; consumer protection; product liability; anticorruption; import, export and trade; foreign
exchange controls; anti–money laundering; and tax.
Compliance with these laws and regulations is onerous and expensive, increasing the cost of conducting
our global operations. We have implemented policies and procedures designed to ensure compliance with
applicable global laws and regulations, but there can be no assurance that at all times we will be in compliance with
all global regulations given their multitude, complexity and ever-changing nature. If we are found to have violated
laws and regulations, it could materially adversely affect our business, reputation, results of operations and financial
condition.
Our business is subject to a variety of United States and international laws, regulations and other legal
obligations regarding data protection.
We collect, store, process, and use personal information and other user data. Our users’ personal
information may include, among other information, names, addresses, phone numbers, email addresses, payment
account information, height, weight, age, gender, heart rates, sleeping patterns, GPS-based location, and activity
patterns.
20
Regulatory authorities and legislative bodies around the world, including in the United States, have enacted
or are considering enacting a number of legislative and regulatory proposals concerning data protection. These
laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with these various
laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse
to our business. Noncompliance could result in significant penalties, governmental investigations and regulatory
proceedings, litigation, harm to our brand, and a decrease in the use of our products and services. Many of these
laws provide for significant penalties. Under the General Data Protection Regulation in the European Union, for
example, potential penalties can be as high as 4% of a company’s total global revenue.
Some of our products are subject to governmental regulation or certification. Failure to obtain required
certifications of our products on a timely basis, either due to government shutdown or other delays in the
certification process, could harm our business.
Federal Aviation Administration (FAA) certification is required for all of our aviation products that are
intended for installation in type-certificated aircraft. To the extent required, certification is an expensive and time-
consuming process that requires significant focus and resources. An inability to obtain, or excessive delay in
obtaining, such certifications could have an adverse effect on our ability to introduce new products and, for certain
aviation OEM products, our customers’ ability to sell airplanes. Delays in our obtaining certification for our aviation
products have resulted and may in the future result in our being required to pay compensation to our customers.
Additionally, failure of the United States Congress to appropriate funds for FAA operations that results in a shutdown
of FAA operations or furloughing of FAA employees, due to partial or complete government shutdowns or otherwise,
could result in delays in the required FAA certification of our avionics products and in the production, sale and
registration of aircraft that use our avionics products. Therefore, such inabilities or delays could have a material
adverse effect on our business and financial results. In addition, we cannot assure that our certified products will
not be decertified. Any such decertification could have an adverse effect on our operating results.
In addition, in accordance with FCC rules and regulations, wireless transceiver products are required to be
certified by the FCC in the United States and comparable authorities in foreign countries where they are sold.
Garmin’s products sold in Europe are required to comply with relevant directives of the European Commission. A
delay in receiving required certifications for new products, or enhancements to Garmin’s products, or losing
certification for Garmin’s existing products could adversely affect our business.
Changes in our United States federal income tax classification, or that of our subsidiaries, could result in
adverse tax consequences to our 10% or greater U.S. shareholders.
The Tax Cuts and Jobs Act (the “2017 Act”) signed on December 22, 2017 may have changed the
consequences to U.S. shareholders that own, or are considered to own, as a result of the attribution rules, ten
percent or more of the voting power or value of the stock of a non-U.S. corporation (a 10% U.S. shareholder) under
the U.S. federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”).
The 2017 Act repealed Internal Revenue Code Section 958(b)(4), which, unless clarified in future
regulations or other guidance, may result in classification of certain of the Company’s foreign subsidiaries as CFCs
with respect to any single 10% U.S. shareholder. This may be the result without regard to whether 10% U.S.
shareholders together own, directly or indirectly, more than fifty percent of the voting power or value of the Company
as was the case under prior rules.
Additional tax consequences to 10% U.S. shareholders of a CFC may result from other provisions of the
2017 Act. For example, the 2017 Act added Section 951A which requires a 10% U.S. shareholder of a CFC to
include in income its pro-rata share of the global intangible low-taxed income (GILTI) of the CFC. The 2017 Act also
eliminated the requirement in Section 951(a) necessitating that a foreign corporation be considered a CFC for an
uninterrupted period of at least 30 days in order for a 10% U.S. shareholder to have a current income inclusion.
From time to time, the Company may elect to employ antidilutive measures such as a stock buyback
program. These measures could inadvertently create additional 10% U.S. shareholders and thus trigger adverse
tax consequences for those shareholders as described above. We urge shareholders to consult their individual tax
advisers for advice regarding the 2017 Act revisions to the U.S. federal income tax law applicable to owners of
CFCs given the current uncertainty regarding their scope of applicability.
21
Natural disasters, catastrophic events, or climate change could affect our financial results.
Natural disasters and extreme weather events, such as tsunamis, typhoons, floods, wildfires, or
earthquakes, could occur in a region where we have a manufacturing or warehousing facility which would cause
disruptions in our business operations or loss of inventory. Global climate change could also result in certain types
of natural disasters occurring more frequently or with more intense effects. For descriptions and locations of our
principal properties, see Item 2, “Properties”. These events could also have an impact on our suppliers and affect
our supply chain. If our backup and recovery plans are not sufficient to minimize business disruption and if our
insurance is not sufficient to recover the costs associated with these types of events, our financial results could be
adversely affected.
Climate change can also pose a risk to our business due to evolving regulatory and legislative measures
surrounding climate change. The U.S. Environmental Protection Agency regulates greenhouse gas emissions
under the authority granted to it under the Clean Air Act. U.S. Congress, in addition to other regulatory authorities
and legislative bodies around the world, could pass further legislation to mandate greenhouse gas emission
reduction, implement cap-and-trade programs, or promote renewable energy and energy efficiency. Such measures
could influence mobility and transportation trends, which could decrease the demand for certain of our products.
If climate change has impacts on natural disasters or the regulatory environment as discussed above, it
could result in a change in demand for certain products in markets that we serve, including auto, aviation, and
marine. If we fail to adjust our product and service offerings to respond to new opportunities driven by changes in
regulation and/or consumer preferences, it could have an adverse effect on our financial results.
Because it is uncertain what laws and regulations will be enacted, we cannot predict the potential impact
of such laws and regulations on our future consolidated financial condition, results of operations or cash flows.
Declines in consumer auto profits could negatively impact the carrying value of the goodwill associated
with the reporting unit.
Revenue and profits of the consumer auto reporting unit declined for a number of years through fiscal 2020,
as competing technologies emerged and market saturation occurred for certain key products. Revenue and profit
of the consumer auto reporting unit has since increased, but some uncertainty remains regarding the long-term
growth and profitability of the reporting unit. There is no assurance that we can continue to generate profits from
the consumer auto segment, and in the future some or all of the goodwill associated with the consumer auto
reporting unit could be at risk of impairment.
Our quarterly operating results are subject to fluctuations and seasonality.
Our operating results are difficult to predict. Our future quarterly operating results may fluctuate significantly.
If such operating results decline, the price of our stock could decline. As we have expanded our operations, our
operating expenses, particularly our research and development and information technology costs, have increased
as a percentage of our sales in some periods. If revenues decrease and we continue to increase operating
expenses, our operating results would be negatively affected.
Historically, our revenues have been lower in the first quarter of each fiscal year as many of our devices
are highly consumer-oriented, and consumer buying is traditionally lower in this quarter. However, this can fluctuate
based on the timing of new product launches. Sales of certain of our fitness, outdoor, marine, and auto products
tend to be higher in our second fiscal quarter due to increased consumer spending for such products in the spring
season. Sales of many of our consumer products also have been higher in our fourth fiscal quarter due to increased
consumer spending patterns on electronic devices during the holiday season.
We rely on independent dealers and distributors to sell our products, and disruption to these channels
would harm our business.
Because we sell many of our products to independent dealers and distributors, we are subject to many
risks, including risks related to their inventory levels and support for our products. In particular, our dealers and
distributors maintain significant levels of our products in their inventories. If dealers and distributors attempt to
reduce their levels of inventory or if they do not maintain sufficient levels to meet customer demand, our sales could
be negatively impacted.
22
Many of our dealers and distributors also sell products offered by our competitors. If our competitors offer
our dealers and distributors more favorable terms, those dealers and distributors may de-emphasize or decline to
carry our products. In the future, we may not be able to retain or attract a sufficient number of qualified dealers and
distributors. If we are unable to maintain successful relationships with dealers and distributors or to expand our
distribution channels, our business will suffer.
Our large customers may also seek to leverage their position to improve their profitability through increased
promotional programs or other measures, which could have a negative impact on our gross margin. Additionally,
the loss of any large customer could adversely affect our sales and profits. See Note 2 in the Notes to the
Consolidated Financial Statements for more information on concentration of credit risk.
We may pursue strategic acquisitions, investments, strategic partnerships or other ventures, and our
business could be materially harmed if we fail to successfully identify, evaluate, complete, and integrate
such transactions.
We continually evaluate acquisition opportunities and opportunities to make investments in complementary
businesses, technologies, services or products, or to enter into strategic partnerships with parties who can provide
access to those assets, additional product or services offerings, additional distribution or marketing synergies or
additional industry expertise. We may not be able to identify suitable acquisition, investment or strategic partnership
candidates, or if we do identify suitable candidates in the future, we may not be able to complete those transactions
on commercially favorable terms, or at all.
Any past or future acquisition could also result in difficulties assimilating acquired employees, operations,
and products and diversion of capital and management’s attention away from other business issues and
opportunities. Integration of acquired companies may result in problems related to integration of technology and
inexperienced management teams. Due diligence performed prior to closing acquisitions may not uncover certain
risks or liabilities that could materially impact our business and financial results. In addition, the key personnel of
the acquired company may decide not to work for us. We may not successfully integrate business, operational, and
financial activities such as internal controls, Sarbanes-Oxley Act of 2002 compliance, cyber security measures, the
GDPR and other corporate governance and regulatory matters, operations, personnel or products related to
acquisitions we may make in the future. If we fail to successfully integrate such transactions, our business could be
materially harmed.
Many of our products rely on the Global Positioning System and other Global Satellite Navigation Systems
(GNSS).
The Global Positioning System (GPS) is a satellite-based navigation and positioning system consisting of
a constellation of orbiting satellites. The satellites and their ground control and monitoring stations are maintained
and operated by the United States Department of Defense. The Department of Defense does not currently charge
users for access to the satellite signals. These satellites and their ground support systems are complex electronic
systems subject to electronic and mechanical failures and possible sabotage. GPS satellites have a limited lifespan
and are subject to damage by the hostile space environment in which they operate. While many of the original
satellites deployed by the U.S. have been in operation for more than 20 years, the U.S. Space Force and Missile
Systems Center continue to launch new satellites to replace retired and aged satellites.
Despite ongoing efforts to repair, maintain and replace non-operational satellites, 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 GPS and the growth of current and
additional market opportunities. Furthermore, as GPS satellites and ground control segments are being
modernized, software updates can cause problems. We depend on public access to open technical specifications
in advance of GPS updates.
GPS is operated by the U.S. Government, which is committed to maintenance and improvement of GPS;
however, if the policy were to change, and commercial access to GPS was 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
operations, and financial condition.
23
Some of our products also use signals from Satellite Based Augmentation Systems (SBAS) that augment
GPS, such as the U.S. Wide Area Augmentation System (WAAS), Japanese MTSAT-based Satellite Augmentation
System (MSAS) and Quasi-Zenith Satellite System (QZSS), and European Geostationary Navigation Overlay
Service (EGNOS). Any curtailment of SBAS operating capability could result in decreased user capability for many
of our aviation products, thereby impacting our markets.
Some of our products also use satellite signals from Russia’s GLONASS, EGNOS’ aviation SoL service,
the European Union Galileo system, and the Chinese BDS. National or European authorities may provide
preferential access to signals to companies associated with their markets, including our competitors, which could
harm our competitive position. Use of non-U.S. GNSS signals may also be subject to FCC waiver requirements and
to restrictions based upon international trade or geopolitical considerations. If we are unable to develop timely and
competitive commercial products using these systems, or obtain timely and equal access to service signals, it could
result in lost revenue.
Our business is subject to disruptions and uncertainties caused by geopolitical instability, war or terrorism.
Acts of war or acts of terrorism could have a material adverse impact on our business, operating results,
and financial condition. Specifically, the threat of terrorism and war and heightened security and military response
to this threat, or any future acts of terrorism, may cause a redeployment of the satellites used in GPS or interruptions
of the system. To the extent that such interruptions have an effect on sales of our products, this could have a
material adverse effect on our business, results of operations, and financial condition.
A shut down of airspace or imposition of restrictions on general aviation would harm our business. The
shutdown of airspace could cause reduced sales of our general aviation products and delays in the shipment of our
products manufactured in our Taiwan manufacturing facilities to our global distribution facilities, thereby adversely
affecting our ability to supply new and existing products to our dealers and distributors.
We are dependent on the availability and unimpaired use of allocated bands within the radio frequency
spectrum; our products may be subject to harmful interference from new or modified spectrum uses.
Our Global Positioning System technology is dependent on the use of the Standard Positioning Service
(SPS) provided by the U.S. Government’s GPS satellites. GPS operates in radio frequency bands that are globally
allocated for radio navigation satellite services. International allocations of radio frequency are made by the
International Telecommunications Union (ITU), a specialized technical agency of the United Nations. These
allocations are further governed by radio regulations that have treaty status and which may be subject to
modification every two to three years by the World Radio Communication Conference. Each country also has
regulatory authority on how each band is used. In the United States, the FCC and the National Telecommunications
and Information Administration (NTIA) share responsibility for radio frequency allocations and spectrum usage
regulations.
Our radar altimeter products for aircraft operate in a radio frequency band just above the C-band that has
been allocated for 5G mobile wireless systems. There is a risk that 5G telecommunication systems operating in the
vicinity of airports could cause harmful interference to radar altimeters resulting in inaccurate altimeter readings or
complete altimeter failure.
This or any other ITU or national reallocation of radio frequency spectrum, including frequency band
segmentation or sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may
materially and adversely affect the utility and reliability of our products and could have significant negative impacts
on our business and our customers.
24
Risks Relating to Our Shares
The volatility of our stock price could adversely affect investment in our common shares.
The market price of our shares has been, and may continue to be, highly volatile. During 2021, the closing
price of our shares ranged from a low of $114.86 to a high of $178.38. A variety of factors could cause the price of
our shares to fluctuate, perhaps substantially, including:
new products or product enhancements by us or our competitors;
general conditions in the worldwide economy, including fluctuations in interest rates and global
currency exchange rates;
announcements of technological innovations;
product obsolescence and our ability to manage product transitions;
developments in our relationships with our customers and suppliers;
the availability, pricing and timeliness of delivery of components, such as flash memory and liquid
crystal displays, used in our products;
quarterly fluctuations in our actual or anticipated operating results;
changes in applicable tax laws and tax rates;
developments in patents or other intellectual property rights and litigation;
announcements and rumors of developments related to our business, our competitors, our suppliers
or the markets in which we compete;
research reports or opinions issued by securities analysts or brokerage houses related to Garmin, our
competitors, our suppliers or our customers;
any significant acts of terrorism against the United States, Taiwan or significant markets where we
sell our products; and
other factors as discussed in the previously listed risks.
In addition, in recent years the stock market in general and the markets for shares of technology 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 shares.
Our officers and directors exert substantial influence over us.
As of January 24, 2022, members of our Board of Directors and our executive officers, together with their
respective immediate family members and entities that may be deemed affiliates of or related to such persons or
entities, beneficially owned approximately 20% of our outstanding shares. Accordingly, these shareholders may be
able to determine the outcome of corporate actions requiring shareholder approval, such as mergers and
acquisitions and shareholder proposals. This level of ownership may have a significant effect in delaying, deferring,
or preventing a change in control of Garmin and may adversely affect the voting and other rights of other holders
of our common shares.
The rights of our shareholders are governed by Swiss law.
The rights of our shareholders are governed by Swiss law and Garmin Ltd.’s articles of association. The
rights of shareholders under Swiss law differ from the rights of shareholders of companies incorporated in other
jurisdictions. For example, Swiss law allows our shareholders acting at a shareholders’ meeting to authorize share
capital that can be issued by the board of directors without approval of a shareholders’ meeting, but this
authorization is limited to 50% of the existing registered share capital and must be renewed at a shareholders’
meeting at least every two years for it to continue to be available. Additionally, subject to specified exceptions,
including the exceptions described in our articles of association, Swiss law grants preemptive rights to existing
shareholders to subscribe for new issuances of shares and other securities. Swiss law also does not provide as
much flexibility in the various terms that can attach to different classes of shares as the laws of some other
jurisdictions. Swiss law also reserves for approval by shareholders certain corporate actions over which a board of
directors would have authority in some other jurisdictions. For example, Swiss law provides that dividends and other
distributions must be approved by shareholders at the general meeting of shareholders. These Swiss law
requirements relating to our capital management may limit our flexibility, and situations may arise where greater
flexibility would have provided substantial benefits to our shareholders.
25
We have limited capital reserves from which to make distributions without subjecting our shareholders to
Switzerland withholding tax.
As of December 25, 2021, we had CHF 4,800 million of unappropriated capital contribution reserves
available from which the Company may make dividend payments. At the time this reserve balance has been
returned to shareholders, a Swiss federal withholding tax of 35% will generally be applicable to dividends paid.
When the capital contribution reserves are fully utilized, the Swiss federal withholding tax must be withheld
from the gross dividend distribution and paid to the Swiss federal Tax Administration. A holder that qualifies for
benefits under a double tax treaty may be able to recover partial withholding tax. For example, a U.S holder that
qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for
the Avoidance of Double Taxation with Respect to Taxes on Income may apply for a refund of the tax withheld in
excess of the 15% treaty rate (or in excess of the 5% reduced treaty rate for qualifying corporate shareholders with
at least 10% participation in our voting stock, or for a full refund in case of qualified pension funds). However, there
can be no assurance that our shareholders will approve a dividend out of capital contribution reserves, or that Swiss
withholding rules will not be changed in the future or that a change in Swiss law will not adversely affect us or our
shareholders, in particular as a result of distributions out of capital contribution reserves becoming subject to
additional corporate law or other restrictions. If we are unable to pay a dividend out of capital contribution reserves,
we will not be able to make distributions without subjecting our shareholders to Swiss withholding taxes.
There is uncertainty as to our shareholders’ ability to enforce certain foreign civil liabilities in Switzerland
and Taiwan.
We are a Swiss company and a substantial portion of our assets are located outside the United States,
particularly in Taiwan. As a result, it may be difficult to effect service of process within the United States upon us.
In addition, there is uncertainty as to whether the courts of Switzerland or Taiwan would recognize or enforce
judgments of United States courts obtained against us predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to hear original actions brought in Switzerland or
Taiwan against us predicated upon the securities laws of the United States or any state thereof.
Item 1B. Unresolved Staff Comments
None.
26
Item 2.
Properties
Garmin and its subsidiaries own a majority of their principal properties and lease certain other properties.
Depending on location, the properties could be used for manufacturing, warehousing, research and development,
office space, or a combination of activities. Garmin’s principal properties are described below:
Garmin International, Inc. owns and occupies facilities of approximately 1,990,000 square feet on
approximately 107 acres at 1200 East 151st Street, Olathe, Kansas, U.S. where the majority of product design and
development work is conducted, the majority of aviation panel-mount products are manufactured, and products are
warehoused, distributed, and supported for North, Central and South America. The 1,990,000 square feet includes
a newly constructed 775,000 square foot manufacturing and distribution center. In connection with the bond
financings for the facility in Olathe and the expansions of that facility, the City of Olathe holds the legal title to the
Olathe facilities, which are leased to Garmin’s subsidiaries by the City. Upon the payment in full of the outstanding
bonds, the City of Olathe is obligated to transfer title to Garmin’s subsidiaries for the aggregate sum of $200. Garmin
International, Inc. has purchased all the outstanding bonds and expects to continue to hold the bonds until maturity
in order to benefit from property tax abatement.
Garmin International, Inc. leases 148,000 square feet of land at New Century Airport at 1 New Century
Pkwy, Gardner, Kansas, U.S. under a ground lease and occupies two aircraft hangars on this land, one of which is
owned (47,000 square feet) and the other leased (53,000 square feet). Both properties serve as flight test and
certification facilities that are used in development and certification of aviation products.
Garmin International, Inc. also owns approximately 367 acres of additional land in Olathe, Kansas that
could accommodate future property development.
Garmin AT, Inc. leases approximately 18 acres of land at 2345 Turner Road SE, Salem, Oregon, U.S.
under a ground lease. The current term of this ground lease ends in 2030, but Garmin AT, Inc. has the option to
extend the ground lease until 2050. Garmin AT, Inc. owns and occupies a 115,000 square foot facility for office and
manufacturing use and a 33,000 square foot aircraft hangar that serves as a flight test and certification facility on
this land. Garmin AT, Inc. also owns and occupies an additional 66,000 square foot facility on the same property
for customer support and research and development activities.
Garmin Corporation owns and occupies a 247,000 square foot facility at No. 68, Zhangshu 2nd Road, Xizhi
Dist., New Taipei City, Taiwan, a 185,000 square foot facility at No.97, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei
City, Taiwan, a 224,000 square foot facility at No. 24 Beiyuan Road, Jhongli, Tao-Yang County, Taiwan, a 576,000
square foot facility at No. 270 Huaya 2nd Road, LinKou, Tao-Yang County, Taiwan, and a 615,000 square foot
facility at No. 3, Titanggang Rd., Xinshi Dist., Tainan City, Taiwan. Garmin China YangZhou Co., Ltd. leases a
204,000 square foot manufacturing facility at No. 122, Jinshan Road, Bali Town, Yangzhou, Jiangsu, People’s
Republic of China. These facilities are used for the manufacturing and warehousing of most of Garmin’s fitness,
outdoor, marine, and auto products, as well as portable aviation products. These facilities are also used for research
and development activities and marketing and support of products for Asia Pacific countries.
Garmin (Europe) Ltd. owns and occupies a 155,000 square foot building located at Liberty House,
Hounsdown Business Park, Southampton, U.K., and leases a 100,000 square foot facility at 4 Parham Dr, Boyatt
Wood, Eastleigh, U.K., both used for warehousing, distribution, and office space.
Tacx B.V. owns and occupies a 291,000 square foot facility located at De Boeg 2, 2343 MA Oegstgeest,
Netherlands. This facility is used for design and development, manufacturing, and warehousing of indoor training
products.
Garmin Wroclaw sp. z o.o leases a 319,000 square foot facility located at Ul. Ryszarda Chomicza 2, 55-
040 Biskupice Podgórne, Poland. This facility is used for the manufacturing of certain auto OEM products, as well
as distribution of other Garmin products in the region.
Garmin also owns and leases other properties around the world that are not described above and are used
for office space, warehousing, and retail.
27
Item 3.
Legal Proceedings
In the normal course of business, the Company and its subsidiaries are parties to various legal claims,
actions, and complaints, including matters involving patent infringement, other intellectual property, product liability,
customer claims and various other risks. It is not possible to predict with certainty whether or not the Company and
its subsidiaries will ultimately be successful in any of these legal matters, or if not, what the impact might be.
However, the Company’s management does not expect that the results in any of these legal proceedings will have
a material adverse effect on the Company’s results of operations, financial position or cash flows.
The Company settled or resolved certain matters during the fiscal year ended December 25, 2021 that did
not individually or in the aggregate have a material impact on the Company’s financial condition or results of
operations.
Item 4.
Mine Safety Disclosure
None.
Information about our Executive Officers
Pursuant to General Instruction G(3) of Form 10-K and instruction 3 to paragraph (b) of Item 401 of
Regulation S-K, the following list is included as an unnumbered Item in Part I of this Annual Report on Form 10-K
in lieu of being included in the Company’s Definitive Proxy Statement in connection with its annual meeting of
shareholders scheduled for June 10, 2022.
Dr. Min H. Kao, age 73, has served as Executive Chairman of Garmin Ltd. since January 2013 and was
previously Chairman of Garmin Ltd. from August 2004 to December 2012 and Co-Chairman of Garmin Ltd. from
August 2000 to August 2004. He served as Chief Executive Officer of Garmin Ltd. from August 2002 to December
2012 and previously served as Co-Chief Executive Officer from August 2000 to August 2002. Dr. Kao served as a
director and officer of various subsidiaries of the Company from August 1990 until January 2013. Dr. Kao holds
Ph.D. and MS degrees in Electrical Engineering from the University of Tennessee and a BS degree in Electrical
Engineering from National Taiwan University.
Clifton A. Pemble, age 56, has served as a director of Garmin Ltd. since August 2004. He has served as
President and Chief Executive Officer of Garmin Ltd. since January 2013. Previously, he served as President and
Chief Operating Officer of Garmin Ltd. from October 2007 to December 2012. Previously, he was Vice President,
Engineering of Garmin International, Inc. from 2005 to October 2007, Director of Engineering of Garmin
International, Inc. from 2003 to 2005, Software Engineering Manager of Garmin International, Inc. from 1995 to
2002, and a Software Engineer with Garmin International, Inc. from 1989 to 1995. Mr. Pemble has served as a
director and officer of various Garmin subsidiaries since August 2003. Mr. Pemble holds BA degrees in Mathematics
and Computer Science from MidAmerica Nazarene University.
Douglas G. Boessen, age 59, has served as Chief Financial Officer and Treasurer of Garmin Ltd. since
July 2014. He previously served as Chief Financial Officer of EiKO Global, LLC from September 2013 to May 2014,
as well as Collective Brands, Inc. from November 1997 to November 2012. Mr. Boessen has served as a director
and officer of various Garmin subsidiaries since July 2014. Mr. Boessen is a certified public accountant and holds
a BS degree in Business from the University of Central Missouri and is a graduate of the executive development
program at Northwestern University’s Kellogg Graduate School of Management.
Andrew R. Etkind, age 66, has served as Vice President, General Counsel and Secretary of Garmin Ltd.
since June 2009. He was previously General Counsel and Secretary of Garmin Ltd. from August 2000 to June 2009.
He has been Vice President and General Counsel of Garmin International, Inc. since July 2007, General Counsel
since February 1998, and Secretary since October 1998. Mr. Etkind has served as a director and officer of various
Garmin subsidiaries since December 2001. Mr. Etkind holds BA, MA and LLM degrees from Cambridge University,
England and a JD degree from the University of Michigan Law School.
28
All executive officers are elected by and serve at the discretion of the Company’s Board of Directors. None
of the executive officers have an employment agreement with the Company. There are no arrangements or
understandings between the executive officers and any other person pursuant to which he or she was or is to be
selected as an officer. There is no family relationship among any of the executive officers.
29
PART II
Item 5.
Market for the Company’s Common Shares, Related Shareholder Matters and Issuer Purchases
of Equity Securities
Since December 7, 2021, Garmin’s shares have traded on the New York Stock Exchange under the symbol
"GRMN". Prior to December 7, 2021, Garmin's share were traded on The Nasdaq Stock Market, LLC under the
symbol “GRMN” since its initial public offering on December 8, 2000 (the “IPO”). As of January 31, 2022, there were
263 shareholders of record.
We refer you to Item 12 of this report under the caption “Equity Compensation Plan Information” for certain
equity plan information required to be disclosed by Item 201(d) of Regulation S-K.
Stock Performance Graph
This performance graph shall not be deemed ‘‘filed’’ with the SEC or subject to Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any of our filings under the
Securities Act of 1933, as amended.
The graph below matches Garmin Ltd.'s cumulative 5-Year total shareholder return on common stock with
the cumulative total returns of the NASDAQ Composite Index, the NASDAQ 100 Index, and the S&P 500 Index.
Beginning in fiscal year 2022, as a result of the transfer to the New York Stock Exchange, the graph will include
only the S&P 500 Index and the Nasdaq Composite Index. The graph tracks the performance of a $100 investment
in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2016 (“12/16”)
to December 31, 2021(“12/21”).
30
Garmin Ltd.
NASDAQ Composite
NASDAQ 100
S&P 500
12/16
100.00
100.00
100.00
100.00
12/17
127.58
129.64
132.99
121.83
12/18
140.13
125.96
133.04
116.49
12/19
221.58
172.17
185.54
153.17
12/20
278.73
249.51
276.22
181.35
12/21
323.07
304.85
352.19
233.41
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 6.
[Reserved]
31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations focuses on and is
intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure
and business developments for the periods covered by the consolidated financial statements included in this Form
10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related
information including, but not limited to, the audited consolidated financial statements (including the notes thereto),
the description of our business, all as set forth in this Form 10-K, as well as the risk factors discussed above in Item
1A.
This section provides discussion and a year-to-year comparison for the fiscal years ended December 25,
2021 and December 26, 2020. Discussion regarding our results of operations for the fiscal year ended
December 28, 2019 and a year-to-year comparison between the fiscal years ended December 26, 2020 and
December 28, 2019 can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended
December 26, 2020.
As previously noted, the discussion set forth below, as well as other portions of this Form 10-K, contain
statements concerning potential future events. Readers can identify these forward-looking statements by their use
of such verbs as “expects,” “anticipates,” “believes” or similar verbs or conjugations of such verbs. If any of our
assumptions on which the statements are based prove incorrect or should unanticipated circumstances arise, our
actual results could materially differ from those anticipated by such forward-looking statements. The differences
could be caused by a number of factors or combination of factors including, but not limited to, those discussed
above in Item 1A. Readers are strongly encouraged to consider those factors when evaluating any such forward-
looking statement. Except as may be required by law, we do not undertake to update any forward-looking
statements in this Form 10-K.
Garmin’s fiscal year is a 52-53 week period ending on the last Saturday of the calendar year. Fiscal years
2021, 2020 and 2019 contained 52 weeks. Unless otherwise stated, all years and dates refer to the Company’s
fiscal year and fiscal periods. Unless the context otherwise requires, references in this document to "we," "us," "our"
and similar terms refer to Garmin Ltd. and its subsidiaries.
Unless otherwise indicated, dollar amounts set forth in the tables are in thousands, except per share data.
Overview
The Company is a leading worldwide provider of wireless devices, many of which feature Global Positioning
System (GPS) navigation, and applications that are designed for people who live an active lifestyle. We are
organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The
Company’s Chief Executive Officer, who has been identified as the Chief Operating Decision Maker (CODM),
allocates resources and assesses performance of each operating segment individually. The fitness, outdoor,
aviation, and marine operating segments represent reportable segments. The consumer auto and auto OEM
operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as
reportable segments, and they are therefore reported together in an “all other” category captioned as auto. Fitness,
outdoor, aviation, marine, and auto are collectively referred to as our reported segments.
The operating segments offer products through our network of subsidiary distributors and independent
dealers and distributors, our own webshop, as well as through various aviation, marine, and auto OEMs. Each of
the operating segments is managed separately.
Business Environment Update
The COVID-19 pandemic has created disruption and uncertainty in the global economy and has affected
our business, suppliers, and customers. The pandemic had an unfavorable impact on net sales and profitability of
our aviation and auto segments during 2020. However, aviation net sales and profitability trended positively during
2021, while auto net sales have also rebounded. We believe net sales and profitability of our fitness, outdoor, and
marine segments benefited from a shift in consumer behavior and demand toward the products these segments
offer. While these trends generally continued during 2021, certain consumer behaviors have shifted and others may
shift as people return to pre-pandemic lifestyles.
32
Our global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations,
and logistics constraints. These factors have been further amplified by the pandemic, which adversely impacted our
financial results in 2021, and we expect these supply chain challenges to continue throughout 2022.
The current business environment may evolve in ways that could impact our operations and financial
results. Further, the nature and degree of the effects of the pandemic and supply chain challenges over time remains
uncertain. Refer to Part I, Item 1A, “Risk Factors” of this Annual Report for further discussion of the risks and
uncertainties facing our Company.
Critical Accounting Estimates
General
Our discussion and analysis of financial condition and results of operations are based upon the Company’s
consolidated financial statements, which have been prepared in accordance with accounting principles generally
accepted in the United States. The presentation of these financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those
related to customer sales programs and incentives, product returns, bad debts, inventories, investments, intangible
assets, income taxes, warranty obligations, and contingencies and litigation. We base our estimates on historical
experience and various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions. Refer to Note 2 in the Notes to the Consolidated Financial Statements for our significant accounting
policies related to our critical accounting estimates.
Goodwill
We allocate goodwill to reporting units in proportion to the expected benefit from each business
combination. Each of the Company’s operating segments (fitness, outdoor, aviation, marine, consumer auto, and
auto OEM) represents a distinct reporting unit. Goodwill is tested for impairment at the reporting unit level on an
annual basis and between annual tests if an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a
significant change in the operating performance indicators, competition, or expectations about future market or
economic conditions.
Application of the goodwill impairment test requires significant judgment, including the identification of
reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and
determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated through the
use of a discounted cash flow methodology. This analysis requires significant assumptions, including discount rate,
projected future revenues, projected future operating margins, and terminal growth rates. The estimates used to
calculate the fair value of a reporting unit change from year to year based on operating results, market conditions,
and other factors. Changes in these estimates and assumptions could materially affect the determination of fair
value and goodwill impairment for each reporting unit.
Unrecognized Income Tax Benefits
We recognize liabilities associated with uncertain income tax positions, including those related to transfer
pricing, based on our estimate of whether, and the extent to which, additional taxes will be due. We recognize the
tax benefits from an uncertain tax position only if payment of these amounts ultimately proves to be not required or
it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on
the technical merits of the position. The tax benefits recognized in the financial statements from such positions are
measured based on the largest amount of benefit that is more likely than not to be realized upon ultimate settlement.
Assessing uncertain tax positions requires significant judgment, including the evaluation of unique facts
and circumstances and the interpretation of laws and regulations, especially the assessment of pricing analyses
that may produce various ranges of outcomes. Variations in the actual outcome of these future tax consequences
could materially impact our consolidated financial statements.
33
Accounting Terms and Characteristics
Net Sales
Our net sales are primarily generated through sales to our retail partners, dealer and distributor network,
our own webshop, and to original equipment manufacturers (OEMs). Refer to the Revenue Recognition discussion
in Note 2 of the Notes to Consolidated Financial Statements. We aim to achieve a quick turnaround on orders we
receive from our retail, dealer, and distributor customers. Certain arrangements with OEM customers are entered
into at the beginning of an aircraft, boat, or vehicle life cycle with the intent to fulfill customer purchasing
requirements for the entire production life, although there are generally no firm volume commitments, and sales are
therefore generated on an order-by-order basis. As a result, we do not believe backlog information is material to
the understanding of our business.
Net sales are subject to seasonal fluctuation. Typically, sales of our consumer products are highest in the
fourth quarter due to increased demand during the holiday buying season, and in the second quarter due to
increased demand during the spring and summer season. Our aviation and auto OEM products do not experience
much seasonal variation but are more influenced by the timing of aircraft certifications, regulatory mandates, auto
program manufacturing, and the release of new products when the initial demand is typically the strongest.
Cost of Sales/Gross Profit
Raw material costs are our most significant component of cost of goods sold. Our existing practice of
performing the design and manufacture of our products in-house has enabled us to source components from
different suppliers and, where possible, to redesign our products to leverage lower-cost or more readily available
components.
We believe that our flexible production model allows our factories to experience relatively low costs of
manufacturing. In general, products manufactured in Taiwan have been our highest volume products. Our
manufacturing labor costs historically have been lower in Taiwan and China than in other locations.
Shipping and handling costs associated with the transportation and delivery of our products are included in
cost of goods sold. Such costs fluctuate due to a number of factors, including market pricing and the mix of modes
of transportation we utilize.
Sales price variability, including that which is associated with foreign currency fluctuations, has had and
can be expected to have an effect on our gross profit. Our gross profit is dependent on segment mix, and to a lesser
extent, product mix within each segment.
Advertising Expense
Our advertising expenses consist primarily of costs for media advertising, cooperative advertising with our
retail partners, point of sale displays, and sponsorships.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist primarily of:
information systems and infrastructure costs;
salaries for sales, marketing and product support personnel;
salaries and related costs for executives and administrative personnel;
marketing, and other brand building costs;
finance and legal costs;
human resource costs;
travel and related costs; and
occupancy and other overhead costs.
34
Research and Development
The majority of our research and development costs represent engineering personnel costs, costs of test
equipment and components used in product and prototype development, and outside product development costs.
We are committed to increasing the level of innovative design and development of new products as we
strive for expanded ability to serve our existing consumer and aviation markets as well as new auto OEM programs
and new markets for active lifestyle products.
Income Taxes
We have experienced a relatively low effective income tax rate due to the proportion of our income
generated by entities in tax jurisdictions with relatively low statutory rates.
Results of Operations
The following table sets forth our results of operations as a percentage of net sales during the periods
shown (the table may not foot due to rounding):
52-Weeks Ended
December 25, 2021
52-Weeks Ended
December 26, 2020
52-Weeks Ended
December 28, 2019
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Advertising
Selling, general and administrative
Research and development
Total operating expenses
Operating income
Other income (expense), net
Income before income taxes
Provision for income taxes
Net income
100%
42%
58%
3%
13%
17%
34%
24%
—%
24%
3%
22%
100%
41%
59%
4%
14%
17%
34%
25%
1%
26%
2%
24%
100%
41%
59%
4%
14%
16%
34%
25%
1%
26%
1%
25%
The table below sets forth our results of operations through operating income for each of our five reported
segments and supplemental information for the consumer auto and auto OEM operating segments that
management believes is useful. The Company’s CODM uses operating income as the measure of profit or loss,
combined with other measures, to assess segment performance and allocate resources. Operating income
represents net sales less costs of goods sold and operating expenses. Net sales are directly attributed to each
segment. Most costs of goods sold and the majority of operating expenses are also directly attributed to each
segment, while certain other costs of goods sold and operating expenses are allocated to the segments in a
reasonable manner considering the specific facts and circumstances of the expenses being allocated. For each line
item in the table below, the total of the reported segments’ amounts equals the amount in the Consolidated
Statements of Income.
35
52-Weeks Ended December 25, 2021
Net sales
Cost of goods sold
Gross profit
Fitness
$ 1,533,788
720,463
813,325
Outdoor
$ 1,281,933
447,096
834,837
Aviation
Marine
$
712,468
192,647
519,821
$
875,151
379,841
495,310
$
Total
Auto
579,455
352,289
227,166
Auto
Consumer
Auto
Auto
OEM
$
$
324,731
170,906
153,825
254,724
181,383
73,341
Advertising expense
Selling, general and administrative
expenses
Research and development expense
Total operating expenses
77,403
52,567
4,059
24,429
13,371
13,290
81
217,847
145,500
440,750
171,867
129,626
354,060
77,937
246,050
328,046
112,078
114,604
251,111
80,257
204,244
297,872
39,943
54,989
108,222
40,314
149,255
189,650
Operating income (loss)
$
372,575
$
480,777
$
191,775
$
244,199
$
(70,706) $
45,603
$
(116,309)
52-Weeks Ended December 26, 2020
Net sales
Cost of goods sold
Gross profit
Fitness
$ 1,317,498
619,959
697,539
Outdoor
$ 1,128,081
388,304
739,777
Aviation
Marine
$
622,820
169,812
453,008
$
657,848
273,398
384,450
$
Total
Auto
460,326
253,764
206,562
Advertising expense
Selling, general and administrative
expenses
Research and development expense
Total operating expenses
66,157
49,957
2,921
21,549
10,582
190,109
122,389
378,655
143,714
105,021
298,692
76,504
236,380
315,805
94,376
92,801
208,726
65,542
149,094
225,218
Consumer
Auto
Auto
OEM
$
$
275,493
135,629
139,864
10,387
40,094
47,919
98,400
184,833
118,135
66,698
195
25,448
101,175
126,818
Operating income (loss)
$
318,884
$
441,085
$
137,203
$
175,724
$
(18,656) $
41,464
$
(60,120)
52-Weeks Ended December 28, 2019
Net sales
Cost of goods sold
Gross profit
Fitness
$ 1,047,527
514,923
532,604
Outdoor
Aviation
Marine
$
917,567
319,124
598,443
$
735,458
192,073
543,385
$
508,850
205,901
302,949
$
Total
Auto
548,103
291,508
256,595
Consumer
Auto
Auto
OEM
$
$
365,511
193,293
172,218
182,592
98,215
84,377
Advertising expense
Selling, general and administrative
expenses
Research and development expense
Total operating expenses
71,772
52,171
5,667
20,411
14,435
14,174
159,793
109,181
340,746
124,650
87,581
264,402
65,663
219,112
290,442
90,352
82,310
193,073
78,110
107,182
199,727
53,444
41,301
108,919
261
24,666
65,881
90,808
Operating income (loss)
$
191,858
$
334,041
$
252,943
$
109,876
$
56,868
$
63,299
$
(6,431)
Net Sales
Net Sales
Fitness
Percentage of Total Net Sales
Outdoor
Percentage of Total Net Sales
Aviation
Percentage of Total Net Sales
Marine
Percentage of Total Net Sales
Auto
Percentage of Total Net Sales
Consumer Auto
Percentage of Total Net Sales
Auto OEM
Percentage of Total Net Sales
Total
52-Weeks Ended
December 25, 2021
1,533,788
$
31%
1,281,933
26%
712,468
14%
875,151
17%
579,455
12%
324,731
7%
254,724
5%
Year-over-
Year Change
52-Weeks Ended
December 26, 2020
1,317,498
16% $
Year-over-
Year Change
52-Weeks Ended
December 28, 2019
1,047,527
26% $
14%
14%
33%
26%
18%
38%
31%
1,128,081
27%
622,820
15%
657,848
16%
460,326
11%
275,493
7%
184,833
4%
23%
(15%)
29%
(16%)
(25%)
1%
28%
917,567
24%
735,458
20%
508,850
13%
548,103
15%
365,511
10%
182,592
5%
$
4,982,795
19% $
4,186,573
11% $
3,757,505
Net sales increased 19% in fiscal year 2021 when compared to the year-ago period. Total unit sales
increased approximately 8% to 16.6 million units in 2021 from 15.4 million units in 2020, which was a smaller
increase than that of revenue primarily due to shifts in segment and product mix. Fitness revenue represented the
largest portion of our revenue mix in 2021 at 31%, consistent with 31% in 2020.
36
The increase in fitness revenue was primarily driven by growth in cycling and advanced wearables products,
although the growth trend in cycling slowed throughout 2021 as market trends normalized from pandemic driven
levels, which is expected to continue in fiscal 2022. Outdoor revenue increased due to sales growth across multiple
product categories, primarily led by adventure watches. The aviation revenue increase was primarily driven by
growth in OEM. Marine revenue increased due to growth across all categories, led by strong demand for our
chartplotters. Auto revenue increased primarily due to sales growth in auto OEM programs and consumer auto
specialty product categories.
Gross Profit
Gross Profit
Fitness
Percentage of Segment Net Sales
Outdoor
Percentage of Segment Net Sales
Aviation
Percentage of Segment Net Sales
Marine
Percentage of Segment Net Sales
Auto
Percentage of Segment Net Sales
Consumer Auto
Percentage of Segment Net Sales
Auto OEM
Percentage of Segment Net Sales
Total
Percentage of Total Net Sales
52-Weeks Ended
December 25, 2021
813,325
$
53%
834,837
65%
519,821
73%
495,310
57%
227,166
39%
153,825
47%
73,341
29%
Year-over-
Year Change
52-Weeks Ended
December 26, 2020
697,539
17% $
Year-over-
Year Change
52-Weeks Ended
December 28, 2019
532,604
31% $
13%
15%
29%
10%
10%
10%
53%
739,777
66%
453,008
73%
384,450
58%
206,562
45%
139,864
51%
66,698
36%
24%
(17%)
27%
(19%)
(19%)
(21%)
51%
598,443
65%
543,385
74%
302,949
60%
256,595
47%
172,218
47%
84,377
46%
$
2,890,459
16% $
2,481,336
11% $
2,233,976
58%
59%
59%
Gross profit dollars in fiscal year 2021 increased 16%, primarily due to the increase in net sales compared
to the year-ago period as described above. Consolidated gross margin decreased 130 basis points when compared
to the year-ago period, primarily due to higher freight costs.
Gross margin remained relatively flat within the fitness, outdoor, and aviation segments. Higher freight costs
in the fitness and outdoor segments were mostly offset by favorable product mix, while the marine and consumer
auto gross margin decreases of 180 basis points and 340 basis points, respectively, were primarily attributable to
higher freight costs. The auto OEM gross margin decrease of 730 basis points was primarily attributable to product
mix associated with growth in certain auto OEM programs. This auto OEM product mix and associated lower gross
margin trend is generally expected to continue into 2022 and beyond.
Advertising Expenses
Advertising
Fitness
Percentage of Segment Net Sales
Outdoor
Percentage of Segment Net Sales
Aviation
Percentage of Segment Net Sales
Marine
Percentage of Segment Net Sales
Auto
Percentage of Segment Net Sales
Consumer Auto
Percentage of Segment Net Sales
Auto OEM
Percentage of Segment Net Sales
52-Weeks Ended
December 25, 2021
77,403
$
5%
52,567
4%
4,059
1%
24,429
3%
13,371
2%
13,290
4%
81
—%
Total
$
171,829
Percentage of Total Net Sales
3%
Year-over-
Year Change
52-Weeks Ended
December 26, 2020
66,157
Year-over-
Year Change
52-Weeks Ended
December 28, 2019
71,772
(8%) $
17% $
5%
39%
13%
26%
28%
(58%)
14% $
5%
49,957
4%
2,921
—%
21,549
3%
10,582
2%
10,387
4%
195
—%
151,166
4%
(4%)
(48%)
6%
(27%)
(27%)
(25%)
7%
52,171
6%
5,667
1%
20,411
4%
14,435
3%
14,174
4%
261
—%
(8%) $
164,456
4%
Advertising expense increased 14% in absolute dollars and decreased slightly as a percent of revenue in
fiscal year 2021 compared to fiscal year 2020. The total absolute dollar increase was primarily attributable to
increased media and cooperative spend.
37
Selling, General and Administrative Expenses
Selling, General & Admin.
Expenses
Fitness
Percentage of Segment Net Sales
Outdoor
Percentage of Segment Net Sales
Aviation
Percentage of Segment Net Sales
Marine
Percentage of Segment Net Sales
Auto
Percentage of Segment Net Sales
Consumer Auto
Percentage of Segment Net Sales
Auto OEM
Percentage of Segment Net Sales
Total
Percentage of Total Net Sales
52-Weeks Ended
December 25, 2021
217,847
$
Year-over-
Year Change
52-Weeks Ended
December 26, 2020
190,109
15% $
Year-over-
Year Change
52-Weeks Ended
December 28, 2019
159,793
19% $
14%
171,867
13%
77,937
11%
112,078
13%
80,257
14%
39,943
12%
40,314
16%
659,986
13%
20%
2%
19%
22%
—%
58%
16% $
14%
143,714
13%
76,504
12%
94,376
14%
65,542
14%
40,094
15%
25,448
14%
570,245
14%
15%
17%
4%
(16%)
(25%)
3%
10% $
15%
124,650
14%
65,663
9%
90,352
18%
78,110
14%
53,444
15%
24,666
14%
518,568
14%
$
Selling, general and administrative expense increased 16% in absolute dollars and decreased slightly as a
percent of revenue when compared to the prior year. The absolute dollar increase was primarily attributable to
personnel related expenses and information technology costs.
Research and Development Expense
Research & Development
Fitness
Percentage of Segment Net Sales
Outdoor
Percentage of Segment Net Sales
Aviation
Percentage of Segment Net Sales
Marine
Percentage of Segment Net Sales
Auto
Percentage of Segment Net Sales
Consumer Auto
Percentage of Segment Net Sales
Auto OEM
Percentage of Segment Net Sales
Total
Percentage of Total Net Sales
52-Weeks Ended
December 25, 2021
145,500
$
Year-over-
Year Change
52-Weeks Ended
December 26, 2020
122,389
19% $
Year-over-
Year Change
52-Weeks Ended
December 28, 2019
109,181
12% $
9%
129,626
10%
246,050
35%
114,604
13%
204,244
35%
54,989
17%
149,255
59%
840,024
17%
23%
4%
23%
37%
15%
48%
19% $
9%
105,021
9%
236,380
38%
92,801
14%
149,094
32%
47,919
17%
101,175
55%
705,685
17%
20%
8%
13%
39%
16%
54%
17% $
10%
87,581
10%
219,112
30%
82,310
16%
107,182
20%
41,301
11%
65,881
36%
605,366
16%
$
Research and development expense increased 19% in absolute dollars and was flat as a percent of
revenue when compared to the year-ago period. The absolute dollar increase was primarily due to higher
engineering personnel costs across all of our operating segments, which are expected to continue to increase for
all segments in fiscal year 2022. The auto increase in absolute dollars and as a percent of revenue was primarily
attributable to higher engineering personnel costs driven by ongoing investments in auto OEM programs and a
lower proportion of such costs being contractually reimbursable.
38
Operating Income
Operating Income
Fitness
Percentage of Segment Net Sales
Outdoor
Percentage of Segment Net Sales
Aviation
Percentage of Segment Net Sales
Marine
Percentage of Segment Net Sales
Auto
Percentage of Segment Net Sales
Consumer Auto
Percentage of Segment Net Sales
Auto OEM
Percentage of Segment Net Sales
Total
Percentage of Total Net Sales
52-Weeks Ended
December 25, 2021
372,575
$
Year-over-
Year Change
52-Weeks Ended
December 26, 2020
318,884
17% $
Year-over-
Year Change
52-Weeks Ended
December 28, 2019
191,858
66% $
24%
480,777
38%
191,775
27%
244,199
28%
(70,706)
(12%)
45,603
14%
(116,309)
(46%)
9%
40%
39%
279%
10%
93%
24%
441,085
39%
137,203
22%
175,724
27%
(18,656)
(4%)
41,464
15%
(60,120)
(33%)
32%
(46%)
60%
(133%)
(34%)
835%
$
1,218,620
16% $
1,054,240
11% $
24%
25%
18%
334,041
36%
252,943
34%
109,876
22%
56,868
10%
63,299
17%
(6,431)
(4%)
945,586
25%
Total operating income increased 16% in absolute dollars and decreased slightly as a percent of revenue
when compared to fiscal year 2020. The growth in total operating income on an absolute dollar basis was the result
of revenue growth as discussed above. Auto OEM experienced an operating loss in fiscal year 2021, and we expect
this trend to continue in 2022, primarily due to relatively lower gross margins and higher expenses associated with
certain programs, as described above
Other Income (Expense)
Other Income (Expense)
Interest income
Foreign currency (losses)
Other income
Total
52-Weeks Ended
December 25, 2021
52-Weeks Ended
December 26, 2020
52-Weeks Ended
December 28, 2019
$
$
28,573
(45,263)
4,866
(11,824)
$
$
37,002
2,825
9,343
49,170
$
$
52,817
(16,799)
5,618
41,636
The average interest rate returns on cash and investments during the 52-weeks ended December 25, 2021
and December 26, 2020 were 1.0% and 1.4%, respectively. Interest income decreased primarily due to lower yields
on fixed-income securities.
Foreign currency gains and losses for the Company are typically driven by movements of a number of
currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the
Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin
(Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency
exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, Polish Zloty, and Swiss Franc. The majority
of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and
marketable securities, receivables and payables held in a currency other than the functional currency at a given
legal entity.
The $45.3 million currency loss recognized in fiscal 2021 was primarily due to the U.S. Dollar strengthening
against the Euro, Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar, while the U.S. Dollar weakened
against the Taiwan Dollar. During fiscal 2021, the U.S. Dollar strengthened 7.3% against the Euro, 9.6% against
the Polish Zloty, 9.6% against the Japanese Yen, 3.0% against the Swiss Franc, and 4.7% against the Australian
Dollar, resulting in losses of $20.0 million, $6.6 million, $2.6 million, $2.5 million, and $2.4 million, respectively, while
the U.S. Dollar weakened 1.6% against the Taiwan Dollar, resulting in a loss of $6.2 million. The remaining net
currency loss of $5.0 million was related to the impacts of other currencies, each of which was individually
immaterial.
The $2.8 million currency gain recognized in fiscal 2020 was primarily due to the U.S. Dollar weakening
against the Euro, Australian Dollar, Chinese Yuan, and British Pound Sterling, partially offset by the U.S. Dollar
weakening against the Taiwan Dollar. During fiscal 2020, the U.S. Dollar weakened 9.2% against the Euro, 9.4%
against the Australian Dollar, 7.2% against the Chinese Yuan, and 3.6% against the British Pound Sterling, resulting
in gains of $21.1 million, $6.5 million, $2.9 million, and $2.6 million, respectively, while the U.S. Dollar weakened
7.1% against the Taiwan Dollar, resulting in a loss of $32.2 million. The remaining net currency gain of $1.9 million
was related to the impacts of other currencies, each of which was individually immaterial.
39
Income Tax Provision
Income tax expense for the fiscal year ended December 25, 2021 was $124.6 million compared to income
tax expense of $111.1 million for the fiscal year ended December 26, 2020, representing a net increase of $13.5
million. Contributing to the year-over-year increase in income tax expense in fiscal year 2021 was an increase in
income before taxes in the fiscal year ended December 25, 2021 compared to the fiscal year ended December 26,
2020.
Certain Switzerland tax assets related to the October 2019 enactment of Switzerland federal and
Schaffhausen cantonal tax reform and related transitional measures were revalued in the fourth quarter of 2020
resulting in $11.0 million income tax expense. In connection with these transitional measures included in
Switzerland tax reform, a reduced income tax rate will be utilized on certain Switzerland taxable income for up to
five years. The Company also recognized a $14.3 million income tax benefit in fiscal 2020 due to the release of
uncertain tax position reserves associated with a 2014 intercompany restructuring. Excluding the aforementioned
$11.0 million income tax expense and $14.3 million income tax benefit in fiscal 2020, income tax expense for fiscal
year 2020 was $114.4 million.
In February 2020 the Company initiated a transaction between wholly-owned subsidiaries to migrate
ownership of certain intellectual property from Switzerland to the United States, the primary location of research,
development, and executive management. The migration, which includes a multi-year intercompany license of
intellectual property, has resulted in a favorable shift of income mix by jurisdiction and a reduction in expense related
to uncertain tax positions. The Company is pursuing an Advance Pricing Agreement between relevant jurisdictions
related to this transaction. At the end of the license agreement, a higher percentage of income will be recognized
in the United States.
Net Income
As a result of the various factors noted above net income increased 9% to $1,082.2 million from $992.3
million in the prior year.
Liquidity and Capital Resources
As of December 25, 2021, we had approximately $3.1 billion of cash, cash equivalents and marketable
securities. We primarily use cash flow from operations, and expect that future cash requirements may be used, to
fund our capital expenditures, support our working capital requirements, pay dividends, and fund strategic
acquisitions. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our
short- and long-term projected working capital needs, capital expenditures, and other cash requirements.
It is management’s goal to invest the on-hand cash in accordance with the investment policy, which has
been approved by the Company’s Board of Directors. The investment policy’s primary purpose is to preserve capital,
maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. Garmin’s
average interest rate returns on cash and investments during fiscal 2021 and 2020 were 1.0% and 1.4%,
respectively. The fair value of our securities varies from period to period due to changes in interest rates, in the
performance of the underlying collateral, and in the credit performance of the underlying issuer, among other factors.
See Note 8 for additional information regarding marketable securities.
Cash Flows
Cash provided by operating activities totaled $1,012.4 million for fiscal 2021, compared to $1,135.3 million
for fiscal 2020. The decrease was primarily due to higher purchases of inventory, associated with the Company's
strategy to increase days of supply to support our increasingly diversified product lines. This was partially offset by
higher net income and improved collections of accounts receivable in fiscal 2021. The Company also paid less cash
for income taxes in fiscal 2021 compared to fiscal 2020, although cash paid for income taxes is expected to increase
in 2022 associated with the effective date of a provision in the U.S. 2017 Tax Cuts and Jobs Act that will require the
amortization of deductions for R&D expense to be recognized over five or fifteen years within U.S. tax returns rather
than immediately expensing such expense, as was previously allowed.
40
Cash used in investing activities totaled $475.4 million for fiscal 2021, compared to $260.5 million for fiscal
2020. This increase was primarily due to higher net purchases of marketable securities in fiscal 2021, as the
Company's balance of cash available for investment grew during the year. Capital expenditures were also higher
in fiscal 2021 compared to fiscal 2020, as the Company invested more heavily in platforms for growth—a trend that
is expected to continue in fiscal 2022. These increases were partially offset by lower net cash paid for acquisitions
in fiscal 2021.
Cash used in financing activities totaled $486.7 million for fiscal 2021, compared to $461.8 for fiscal 2020.
This increase was primarily due to higher cash dividend payments in fiscal 2021, as our declared dividend increased
from $0.61 per share for the four calendar quarters beginning in June 2020 to $0.67 per share for the four calendar
quarters beginning in June 2021.
Use of Cash
Operating Leases
The Company has lease arrangements for certain real estate properties, vehicles, and equipment. Leased
properties are typically used for office space, distribution, and retail. As of December 25, 2021, the Company had
fixed lease payment obligations of $99.5 million, with $23.3 million payable within 12 months.
Inventory Purchase Obligations
The Company obtains various raw materials and components for its products from a variety of third party
suppliers. The Company’s inventory purchase obligations are primarily noncancelable. As of December 25, 2021,
the Company had inventory purchase obligations of $1,093.9 million, with $882.8 million payable within 12 months.
Other Purchase Obligations
The Company’s other purchase obligations primarily consist of noncancelable commitments for capital
expenditures and other indirect purchases in connection with conducting our business. As of December 25, 2021,
the Company had other purchase obligations of $421.6 million, with $185.4 million payable within 12 months.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Sensitivity
We have market risk primarily in connection with the pricing of our products and services, the purchase of
raw materials, and the cost of shipping and handling. We strive to offset pricing declines for certain products through
obtaining reductions in raw materials costs and the introduction of new products.
Inflation
Our business has at times been impacted by increasing costs. If our costs were to become subject to
significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our
inability or failure to do so could adversely affect our business, financial condition and results of operations.
Foreign Currency Exchange Rate Risk
The operation of Garmin’s subsidiaries in international markets results in exposure to movements in
currency exchange rates. We have experienced significant foreign currency gains and losses due to the
strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the
future could have a significant effect on our results of operations. The Company has not historically hedged its
foreign currency exchange rate risks.
41
The currencies that have historically created a majority of the Company’s exchange rate exposure are the
Taiwan Dollar and Euro. Garmin Corporation, headquartered in Xizhi, Taiwan, uses the local currency as the
functional currency. The Company translates all assets and liabilities at year‐end exchange rates and income and
expense accounts at average rates during the year. In order to minimize the effect of the currency exchange
fluctuations on our net assets, we have elected to retain most of our Taiwan subsidiary’s cash and investments
denominated in U.S. Dollars.
Most European subsidiaries use the Euro as the functional currency. The functional currency of our largest
European subsidiary, Garmin (Europe) Ltd. is the U.S. Dollar, and as some transactions occur in British Pounds
Sterling or Euros, foreign currency gains or losses have been realized historically related to the movements of those
currencies relative to the U.S. Dollar.
During fiscal year 2021, the Company incurred a net foreign currency loss of $45.3 million. The U.S. Dollar
strengthened against the Euro, Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar, while the U.S.
Dollar weakened against the Taiwan Dollar. During fiscal 2021, the U.S. Dollar strengthened 7.3% against the Euro,
9.6% against the Polish Zloty, 9.6% against the Japanese Yen, 3.0% against the Swiss Franc, and 4.7% against
the Australian Dollar, resulting in losses of $20.0 million, $6.6 million, $2.6 million, $2.5 million, and $2.4 million,
respectively, while the U.S. Dollar weakened 1.6% against the Taiwan Dollar, resulting in a loss of $6.2 million. The
remaining net currency loss of $5.0 million was related to the impacts of other currencies, each of which was
individually immaterial. These and other currency moves during fiscal year 2021 also resulted in a currency
translation adjustment of $39.5 million within accumulated other comprehensive income.
We assessed the Company’s exposure to movements in currency exchange rates by performing a
sensitivity analysis of adverse changes in exchange rates and the corresponding impact to our results of operations.
Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as
of December 25, 2021, hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro,
Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar would have resulted in an adverse impact on income
before income taxes of approximately $68 million. Based on monetary assets and liabilities denominated in
currencies other than respective functional currencies as of December 26, 2020, hypothetical and reasonably
possible adverse changes of 10% for the Taiwan Dollar, Euro, and British Pound Sterling would have resulted in an
adverse impact on income before income taxes of approximately $84 million.
Interest Rate Risk
We have no outstanding long-term debt as of December 25, 2021. We, therefore, have no meaningful debt-
related interest rate risk.
We are exposed to interest rate risk in connection with our investments in marketable securities. As interest
rates change, the unrealized gains and losses associated with those securities will fluctuate accordingly.
The Company’s investment policy targets low risk investments with the objective of minimizing the potential
risk of principal loss. The Company does not intend to sell securities in an unrealized loss position and it is not more
likely than not that the Company will be required to sell such investments before recovery of their amortized costs
bases, which may be maturity. As of December 25, 2021 and December 26, 2020, the Company had not recognized
an allowance for credit losses on any securities in an unrealized loss position.
We assessed the Company’s exposure to interest rate risk by performing a sensitivity analysis of a parallel
shift in the yield curve and the corresponding impact to the Company’s portfolio of marketable securities. Based on
balance sheet positions as of December 25, 2021 and December 26, 2020, the hypothetical and reasonably
possible 100 basis point increases in interest rates across all securities would have resulted in declines in portfolio
fair market value of approximately $40 million and $34 million at December 25, 2021 and December 26, 2020,
respectively. Such losses would only be realized if the Company sold the investments prior to maturity.
42
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED FINANCIAL STATEMENTS
Garmin Ltd. and Subsidiaries
Years Ended December 25, 2021, December 26, 2020, and December 28, 2019
Contents
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets at December 25, 2021 and December 26, 2020
Consolidated Statements of Income for the Years Ended December 25, 2021, December 26, 2020,
and December 28, 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 25, 2021,
December 26, 2020, and December 28, 2019
Consolidated Statements of Stockholders’ Equity for the Years Ended December 25, 2021,
December 26, 2020, and December 28, 2019
Consolidated Statements of Cash Flows for the Years Ended December 25, 2021, December 26,
2020, and December 28, 2019
Notes to Consolidated Financial Statements
44
47
48
49
50
51
53
43
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Garmin Ltd. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Garmin Ltd. and Subsidiaries (the Company)
as of December 25, 2021 and December 26, 2020, the related consolidated statements of income, comprehensive
income, stockholders’ equity and cash flows for each of the three years in the period ended December 25, 2021,
and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 25, 2021 and December 26, 2020, and the
results of its operations and its cash flows for each of the three years in the period ended December 25, 2021, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 25, 2021, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) and our report dated February 16, 2022, expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.
44
Valuation of Goodwill
Description of
the Matter
The Company assigns goodwill acquired in business combinations to its reporting
units as of each acquisition date. At December 25, 2021, the Company’s goodwill
balance related to the consumer auto reporting unit was approximately $80 million. As
discussed in Note 2 of the consolidated financial statements, goodwill is tested for
impairment at least annually at the reporting unit level. Revenue and profits of the
consumer auto reporting unit declined for a number of years through fiscal 2020 as
competing technologies emerged and market saturation occurred for certain key
products. Considering uncertainty in qualitative factors, management performed a
step one quantitative impairment test of the consumer auto reporting unit in the fourth
quarter of 2021, and the Company disclosed that in the future some or all of the
approximately $80 million of goodwill associated with the consumer auto reporting unit
could be at risk of impairment.
Auditing management’s annual goodwill impairment test for the consumer auto
reporting unit was complex and highly judgmental due to the significant estimation
required in determining the fair value of the reporting unit. In particular, the fair value
estimate was sensitive to significant assumptions such as the discount rate, projected
future revenues, projected future operating margins, and terminal growth rates which
are affected by expectations about future market or economic conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over the Company’s consumer auto goodwill impairment
review process. For example, we tested controls over management's review of the
significant assumptions (e.g., discount rate, projected revenue growth rates, projected
operating margins, terminal growth rates) used to develop the prospective financial
information (PFI) for the quantitative analysis. We also tested management's controls
to validate that the data used in the valuation was complete and accurate.
To test the estimated fair value of the Company’s consumer auto reporting unit, we
performed audit procedures that included, among others, assessing the methodology
and testing the significant assumptions discussed above and the underlying data used
by the Company in its analysis. We included valuation specialists on our team to
review the Company’s model, method, and the more sensitive assumptions such as
the discount rate and terminal growth assumptions. We compared the significant
assumptions used by management to current industry and economic trends, changes
to the Company’s business model, forecasts used in the Company’s annual operating
plans and other relevant factors. We assessed the historical accuracy of
management’s forecast estimates and performed sensitivity analyses of significant
assumptions to evaluate the changes in the fair value of the consumer auto reporting
unit that would result from changes in the assumptions. We reconciled the fair value of
the reporting unit to its carrying value, testing the Company’s determination of the
assets and liabilities used within the reporting unit that are the basis for the carrying
value. In addition, we tested management’s reconciliation of the fair value of the
reporting units to the market capitalization of the Company.
45
Measurement of Reserve for Unrecognized Income Tax Benefits
Description of
the Matter
The Company accounts for uncertainty in income taxes in accordance with the FASB
ASC 740 topic, Income Taxes. The Company operates in a multinational tax
environment and is subject to tax laws, regulations and guidelines for intercompany
transactions that have transfer pricing subjectivity. The Company uses significant
judgment to evaluate uncertain tax positions and determine whether the threshold for
recognition has been met and to measure the largest amount of benefit that is more
likely than not to be realized upon ultimate settlement. As discussed in Note 6 to the
consolidated financial statements, the Company’s balance of gross unrecognized
income tax benefits was $65 million at December 25, 2021, primarily related to transfer
pricing positions.
Auditing management’s assessment and measurement of material tax positions is
complex and involved especially subjective and complex judgements. The assessment
process involves both significant judgment to evaluate each position against the
recognition threshold and estimation because the pricing of the intercompany
transactions is based on pricing analyses that may produce a number of different
outcomes or ranges of outcomes (e.g., the price that would be charged in an arm’s-
length transaction). Each transfer pricing tax position carries unique facts and
circumstances that must be evaluated, and ultimate resolution will be dependent on
uncontrollable factors, such as the interpretation of laws and regulations; new case law;
the willingness of the income tax authority to settle the issue, including the timing
thereof; and other factors.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls that address the risks of material misstatement relating to the
identification, assessment, measurement and valuation of uncertain tax positions
related to transfer pricing from intercompany transactions. For example, we tested
controls over management’s review of intercompany transfer pricing positions against
the measurement criteria, review of inputs and calculations of these uncertain tax
positions, which included management’s evaluation of the ranges of outcomes and
pricing conclusions reached within the transfer pricing studies.
Our audit procedures included, among others, involving our tax professionals to test the
Company’s assessment and measurement of tax positions related to transfer pricing
used in intercompany transactions to assess the appropriateness of the ranges of
outcomes utilized and the pricing conclusions reached within the transfer pricing
studies conducted by the Company. For example, we compared the transfer pricing
methodology utilized by management to alternative methodologies and industry
benchmarks. We also verified our understanding of the relevant facts by reading the
Company’s correspondence with the relevant tax authorities and any third-party advice
obtained by the Company. In addition, we used our knowledge of international and local
income tax laws, as well as historical settlement activity from income tax authorities, to
evaluate the appropriateness of the Company’s measurement of uncertain tax positions
related to transfer pricing used in these intercompany transactions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1990.
Kansas City, Missouri
February 16, 2022
46
Garmin Ltd. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share information)
December 25,
2021
December 26,
2020
Assets
Current assets:
Cash and cash equivalents
Marketable securities (Note 3)
Accounts receivable, less allowance for doubtful accounts of $7,080 in 2021 and
$11,086 in 2020
Inventories
Deferred costs
Prepaid expenses and other current assets
Total current assets
Property and equipment, net (Note 2)
Operating lease right-of-use assets (Note 14)
Noncurrent marketable securities (Note 3)
Deferred income tax assets (Note 6)
Noncurrent deferred costs
Intangible assets, net
Other noncurrent assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Salaries and benefits payable
Accrued warranty costs
Accrued sales program costs
Other accrued expenses
Deferred revenue
Income taxes payable
Dividend payable
Total current liabilities
Deferred income tax liabilities (Note 6)
Noncurrent income taxes payable
Noncurrent deferred revenue
Noncurrent operating lease liabilities
Other noncurrent liabilities
Stockholders’ equity:
Shares, CHF 0.10 par value, 198,077 shares authorized and issued, 192,608
shares outstanding at December 25, 2021; and 191,571 shares outstanding
at December 26, 2020; (Notes 9, 10, and 11):
Additional paid-in capital
Treasury stock
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes.
$
$
$
$
1,498,058
347,980
$
843,445
1,227,609
15,961
328,719
4,261,772
1,067,478
89,457
1,268,698
260,205
12,361
791,073
103,383
7,854,427
370,048
211,371
45,467
121,514
225,988
87,654
128,083
258,023
1,448,148
117,595
62,539
41,618
70,044
324
$
$
17,979
1,960,722
(303,114)
4,320,737
117,835
6,114,159
7,854,427
$
1,458,442
387,642
849,469
762,084
20,145
191,569
3,669,351
855,539
94,626
1,131,175
245,455
16,510
828,566
190,151
7,031,373
258,885
181,937
42,643
109,891
181,767
86,865
68,585
233,644
1,164,217
116,844
92,810
49,934
75,958
15,494
17,979
1,880,354
(320,016)
3,754,372
183,427
5,516,116
7,031,373
47
Garmin Ltd. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share information)
Net sales
Cost of goods sold
Gross profit
Advertising expense
Selling, general and administrative expenses
Research and development expense
Total operating expense
Operating income
Other income (expense):
Interest income
Foreign currency (losses) gains
Other income
Total other income (expense)
Income before income taxes
Income tax provision (benefit): (Note 6)
Current
Deferred
Total income tax provision (benefit)
Net income
Basic net income per share (Note 10)
Diluted net income per share (Note 10)
See accompanying notes.
December
25, 2021
Fiscal Year Ended
December
26, 2020
$ 4,982,795 $ 4,186,573
1,705,237
2,481,336
2,092,336
2,890,459
$
December
28, 2019
3,757,505
1,523,529
2,233,976
171,829
659,986
840,024
1,671,839
151,166
570,245
705,685
1,427,096
164,456
518,568
605,366
1,288,390
1,218,620
1,054,240
945,586
28,573
(45,263)
4,866
(11,824)
37,002
2,825
9,343
49,170
52,817
(16,799)
5,618
41,636
1,206,796
1,103,410
987,222
130,040
(5,444)
124,596
104,471
6,615
111,086
$ 1,082,200 $
992,324
$
$
5.63 $
5.61 $
5.19
5.17
$
$
$
123,073
(88,337)
34,736
952,486
5.01
4.99
48
Garmin Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
Net income
Foreign currency translation adjustment
Change in fair value of available-for-sale marketable securities,
net of deferred taxes
Comprehensive income
$
$
See accompanying notes.
December
25, 2021
Fiscal Year Ended
December
26, 2020
1,082,200 $
(39,538)
992,324 $
107,664
(26,054)
1,016,608 $
19,889
1,119,877 $
December
28, 2019
952,486
7,962
39,482
999,930
49
Garmin Ltd. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(In thousands, except per share information)
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
—
39,482
—
19,889
8,430 $4,162,974
952,486
7,962
—
7,962
—
(25,886)
55,874 $4,793,496
992,324
107,664
—
107,664
39,482
999,930
(434,044)
27,122
63,400
19,889
1,119,877
(467,013)
15,201
80,885
(26,054)
1,016,608
(515,835)
35,733
92,522
—
—
—
—
—
—
—
—
—
—
(30,985)
117,835 $6,114,159
— 1,082,200
—
—
—
(26,330)
183,427 $5,516,116
— 1,082,200
(39,538)
(39,538)
—
(26,054)
Balance at December 29, 2018
$
17,979 $1,823,638 $ (397,692) $2,710,619 $
Balance at December 28, 2019
$
17,979 $1,835,622 $ (345,040) $3,229,061 $
Net income
Translation adjustment
Adjustment related to unrealized gains
(losses) on available-for-sale securities net
of income tax effects of $5,982
Comprehensive income
Dividend declared ($2.28 per share)
Issuance of treasury stock related to equity
awards
Stock compensation
Purchase of treasury stock related to equity
awards
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(51,416)
63,400
78,538
—
—
(25,886)
Net income
Translation adjustment
Adjustment related to unrealized gains
(losses) on available-for-sale securities net
of income tax effects of $3,157
Comprehensive income
Dividend declared ($2.44 per share)
Issuance of treasury stock related to equity
awards
Stock compensation
Purchase of treasury stock related to equity
awards
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(36,153)
80,885
51,354
—
—
(26,330)
952,486
—
(434,044)
—
—
—
992,324
—
(467,013)
—
—
—
Balance at December 26, 2020
$
17,979 $1,880,354 $ (320,016) $3,754,372 $
Net income
Translation adjustment
Adjustment related to unrealized gains
(losses) on available-for-sale securities net
of income tax effects of $6,568
Comprehensive income
Dividend declared ($2.68 per share)
Issuance of treasury stock related to equity
awards
Stock compensation
Purchase of treasury stock related to equity
awards
—
—
—
—
—
—
—
—
—
—
—
—
—
(12,154)
92,522
47,887
—
—
(30,985)
(515,835)
—
—
—
Balance at December 25, 2021
$
17,979 $1,960,722 $ (303,114) $4,320,737 $
See accompanying notes.
50
Garmin Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
December
25, 2021
Fiscal Year Ended
December
26, 2020
December
28, 2019
$
1,082,200 $
992,324 $
952,486
Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation
Amortization
Loss (gain) on sale of property and equipment
Unrealized foreign currency losses (gains)
Deferred income taxes
Stock compensation expense
Realized gains on marketable securities
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net of allowance for doubtful accounts
Inventories
Other current and noncurrent assets
Accounts payable
Other current and noncurrent liabilities
Deferred revenue
Deferred costs
Income taxes
Net cash provided by operating activities
Investing activities:
Purchases of property and equipment
Proceeds from sale of property and equipment
Purchase of intangible assets
Purchase of marketable securities
Redemption of marketable securities
Acquisitions, net of cash acquired
Net cash used in investing activities
103,498
51,320
298
36,385
(5,368)
92,522
(622)
(19,106)
(476,454)
(38,004)
108,946
70,007
(7,377)
8,288
5,894
1,012,427
(307,645)
35
(1,942)
(1,508,712)
1,363,070
(20,175)
(475,369)
78,121
48,594
(1,799)
(9,873)
6,931
80,885
(1,392)
(108,859)
28,726
(33,690)
1,447
87,761
(25,211)
11,973
(20,671)
1,135,267
(185,401)
1,977
(2,065)
(1,052,640)
1,126,253
(148,648)
(260,524)
Financing activities:
Dividends
Proceeds from issuance of treasury stock related to equity awards
Purchase of treasury stock related to equity awards
Net cash used in financing activities
(491,457)
35,733
(30,985)
(486,709)
(450,631)
15,201
(26,330)
(461,760)
Effect of exchange rate changes on cash and cash equivalents
(10,254)
18,127
(5,942)
Net increase (decrease) in cash, cash equivalents, and restricted
cash
Cash, cash equivalents, and restricted cash at beginning of year
Cash, cash equivalents, and restricted cash at end of year
40,095
1,458,748
1,498,843 $
431,110
1,027,638
1,458,748 $
$
(174,167)
1,201,805
1,027,638
See accompanying notes.
51
71,921
34,254
(233)
18,663
(88,358)
63,400
(799)
(123,401)
(170,169)
(86,073)
26,192
36,660
(11,032)
9,335
(34,297)
698,549
(118,031)
529
(2,377)
(789,352)
758,774
(300,289)
(450,746)
(417,264)
27,122
(25,886)
(416,028)
Garmin Ltd. and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(In thousands)
December 25,
2021
Fiscal Year Ended
December 26,
2020
December 28,
2019
Supplemental disclosures of cash flow information
Cash paid during the year for income taxes
Cash received during the year from income tax refunds
Supplemental disclosure of non-cash investing and
financing activities
Increase (decrease) in accrued capital expenditures related to
purchases of property and equipment
Change in marketable securities related to unrealized
(depreciation) appreciation
Fair value of assets acquired
Liabilities assumed
Less: cash acquired
Cash paid for acquisitions, net of cash acquired
See accompanying notes.
$
$
$
$
$
$
131,040 $
133,057 $
160,286
8,264 $
4,820 $
6,063
9,541 $
(4,192) $
2,821
(32,622) $
23,045 $
45,464
20,956 $
(764)
(17)
20,175 $
165,082 $
(14,884)
(1,550)
148,648 $
354,631
(25,507)
(28,835)
300,289
52
Garmin Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except share and per share information)
December 25, 2021 and December 26, 2020
1. Description of the Business
Garmin Ltd. and subsidiaries (collectively, the “Company” or “Garmin”) design, develop, manufacture,
market, and distribute a diverse family of hand-held, wrist-based, portable, and fixed-mount Global Positioning
System (GPS)-enabled products and other navigation, communications, information and sensor-based products
and services. Garmin Corporation (GC) is primarily responsible for the manufacturing and distribution of the
Company’s products to the Company’s subsidiaries and, to a lesser extent, new product development and sales
and marketing of the Company’s products in Asia and the Far East. Garmin International, Inc. (GII) is primarily
responsible for sales and marketing of the Company’s products in the Americas region and for most of the
Company’s research and new product development. GII also manufactures most of the Company’s products in the
aviation segment. Garmin (Europe) Ltd. (GEL) is primarily responsible for sales and marketing of the Company’s
products in Europe, the Middle East and Africa (EMEA). Many of GEL’s sales are to other Company-owned
distributors in the EMEA region.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The accompanying consolidated financial statements reflect the
accounts of Garmin Ltd. and its wholly-owned subsidiaries. All significant inter-company balances and transactions
have been eliminated. Certain prior period amounts have been reclassified or presented to conform to current period
presentation.
Fiscal Year
The Company’s fiscal year is based on a 52-53-week period ending on the last Saturday of the calendar
year. Due to the fact that there are not exactly 52 weeks in a calendar year, and there is slightly more than one
additional day per year (not including the effects of leap years) in each calendar year as compared to a 52-week
fiscal year, the Company will have a fiscal year comprising 53 weeks in certain fiscal years, as determined by when
the last Saturday of the calendar year occurs.
In those resulting fiscal years that have 53 weeks, the Company will record an extra week of sales, costs,
and related financial activity. Therefore, the financial results of those 53-week fiscal years, and the associated 14-
week fourth quarters, will not be entirely comparable to the prior and subsequent 52-week fiscal years and the
associated 13-week quarters. Fiscal years 2021, 2020, and 2019 each included 52 weeks.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual results could differ from those
estimates.
53
Foreign Currency
Many Garmin Ltd. subsidiaries utilize currencies other than the United States Dollar (USD) as their
functional currency. As required by the Foreign Currency Matters topic of the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC), the financial statements of these subsidiaries for all periods
presented have been translated into USD, the functional currency of Garmin Ltd., and the reporting currency herein,
for purposes of consolidation at rates prevailing during the year for sales, costs, and expenses and at end-of-year
rates for all assets and liabilities. The effect of this translation is recorded in a separate component of stockholders’
equity. Cumulative currency translation adjustments of $123,415 and $162,953 as of December 25, 2021 and
December 26, 2020, respectively, have been included in accumulated other comprehensive income in the
accompanying Consolidated Balance Sheets.
Transactions in foreign currencies are recorded at the approximate rate of exchange at the transaction
date. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the
balance sheet date. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by
the significant cash and marketable securities, receivables, and payables held in a currency other than the functional
currency at a given legal entity. Net foreign currency losses recorded in results of operations were $45,263 for the
year ended December 25, 2021, net foreign currency gains recorded in results of operations were $2,825 for the
year ended December 26, 2020, and net foreign currency losses recorded in results of operations were $16,799 for
the year ended December 28, 2019. The loss in fiscal 2021 was primarily due to the U.S. Dollar strengthening
against the Euro, Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar, while the U.S. Dollar weakened
against the Taiwan Dollar. The gain in fiscal 2020 was primarily due to the U.S. Dollar weakening against the Euro,
Australian Dollar, Chinese Yuan, and British Pound Sterling, partially offset by the U.S. Dollar weakening against
the Taiwan Dollar. The loss in fiscal 2019 was primarily driven by the U.S. Dollar strengthening against the Euro
and weakening against the Taiwan Dollar, which was partially offset by the U.S. Dollar weakening against the British
Pound Sterling.
Garmin Corporation, one of the Company’s principal subsidiaries, is located in Taiwan. The Taiwan Foreign
Exchange Control Statute (the “Statute”), and regulations thereunder, provides that all foreign exchange
transactions must be executed by banks designated to handle such business by the Ministry of Finance of Taiwan
and by the Central Bank of the Republic of China (Taiwan), also referred to as the CBC. Current regulations favor
trade-related foreign exchange transactions, so the Statute does not impose any significant restrictions on import
or export activities involving foreign currencies in Taiwan. Non-trade related currency exchanges exceeding $50
million, or its equivalent, in a calendar year require approval of the CBC.
Earnings Per Share
Basic earnings per share amounts are computed based on the weighted-average number of common
shares outstanding. For purposes of diluted earnings per share, the number of shares that would be issued from
the exercise of dilutive share-based compensation awards has been reduced by the number of shares which could
have been purchased from the proceeds of the exercise or release at the average market price of the Company’s
stock during the period the awards were outstanding. See Note 10 of the Notes to Consolidated Financial
Statements.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, operating accounts, money market funds, deposits
readily convertible to known amounts of cash, and securities with maturities of three months or less when
purchased. The carrying amount of cash and cash equivalents approximates fair value, given the short maturity of
those instruments. Restricted cash is reported within other noncurrent assets on the Consolidated Balance Sheets.
See Note 4 of the Notes to Consolidated Financial Statements for additional information on restricted cash.
The total of the cash and cash equivalents balance and the restricted cash reported within other noncurrent
assets on the Consolidated Balance Sheet reconciles to the total cash, cash equivalents, and restricted cash shown
in the Consolidated Statements of Cash Flows.
54
Trade Accounts Receivable
The Company sells its products to retailers, wholesalers, and other customers and grants credit to certain
customers based on its evaluation of the customers' financial condition. Generally, the Company does not require
security when trade credit is granted to customers. The Company's trade accounts receivable are carried at net
realizable value, typically are collected within 90 days, and do not bear interest. Certain customers are allowed
extended terms consistent with normal industry practice. Most of these extended terms can be classified as either
relating to seasonal sales variations or to the timing of new product releases by the Company. Credit losses are
provided for in the Company’s consolidated financial statements and typically have been within management’s
expectations. Past due receivable balances are typically written off when internal collection efforts have been
unsuccessful in collecting the amount due. The Company maintains trade credit insurance to provide some security
against certain losses within policy limits.
Concentration of Credit Risk
The Company’s top ten customers have contributed between 20% and 23% of net sales annually since
2019. Amazon.com, Inc. and its affiliates (Amazon), a customer of the fitness, outdoor, marine, and consumer auto
segments, is our largest customer and accounted for approximately 10% of our consolidated net sales in the fiscal
year ended December 25, 2021. No other customer accounted for 10% or more of Garmin's consolidated net sales
in fiscal 2021. None of the Company's customers accounted for 10% or more of consolidated net sales in the years
ended December 26, 2020, and December 28, 2019.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost includes materials, labor, and
manufacturing overhead associated with purchases and production and is determined on a first-in, first-out (FIFO)
basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the
difference between the cost of inventory and the estimated net realizable value based upon assumptions about
future demand and market conditions. If actual market conditions are less favorable than those projected by
management, additional inventory write-downs may be required. Inventories consisted of the following:
Raw materials
Work-in-process
Finished goods
Inventories
Property and Equipment
December 25,
2021
December 26,
2020
$
$
509,435
213,801
504,373
1,227,609
$
$
282,287
147,821
331,976
762,084
Property and equipment is recorded at cost and typically depreciated using the straight-line method. The
components of property and equipment were as follows and are generally depreciated over the following estimated
useful lives:
Land
Building and improvements
Machinery, equipment and software
Total, at cost
Accumulated depreciation
Property and equipment, net
Estimated
Useful Life
December 25,
2021
December 26,
2020
15 to 50 years
3 to 10 years
$
$
206,895
763,654
917,557
1,888,106
(820,628)
1,067,478
$
$
124,654
662,753
800,410
1,587,817
(732,278)
855,539
55
As required by the Property, Plant and Equipment topic of the FASB ASC (ASC Topic 360), the Company
reviews long-lived assets, including property and equipment, for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset or asset group may not be fully recoverable. The carrying
amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the
asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying
amount of a long-lived asset exceeds its fair value. The Company did not recognize any material long-lived asset
impairment charges in the fiscal years of 2021, 2020, or 2019.
Intangible Assets
At December 25, 2021, and December 26, 2020, the Company had patents, customer related intangibles
and other identifiable finite-lived intangible assets recorded at a cost of $524,566 and $523,990, respectively.
Identifiable, finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis
typically over three to ten years. Accumulated amortization was $308,572 and $279,633 at December 25, 2021 and
December 26, 2020, respectively. Amortization expense on these intangible assets was $35,540, $34,797, and
$26,225 for the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively. In
the next five years, the amortization expense is estimated to be $31,717, $29,649, $26,913, $24,376, and $21,257,
respectively. The Company also reviews finite-lived intangible assets for impairment in accordance with ASC Topic
360, as described above, whenever events or changes in circumstances indicate the carrying amount of an asset
or asset group may not be fully recoverable.
The Company’s excess purchase cost over fair value of net assets acquired (goodwill) was $575,080 at
December 25, 2021, and $584,210 at December 26, 2020. Changes in the carrying amount of goodwill for the years
ended December 25, 2021 and December 26, 2020 are as follows:
Fitness
Outdoor
Aviation
Marine
Auto
Total
Goodwill balance as of December 28, 2019
Acquisitions
Foreign currency translation and other
adjustments
Goodwill balance as of December 26, 2020
Acquisitions
Foreign currency translation and other
adjustments
Goodwill balance as of December 25, 2021
$ 192,758 $ 55,934 $
59,728
29,771
19,963
2,953
$ 272,449 $ 88,658 $
—
14,152
(16,577)
(2,416)
$ 255,872 $ 100,394 $
60,571 $ 79,480 $ 78,365 $ 467,108
89,499
—
—
—
(224)
3,122
27,603
60,347 $ 82,602 $ 80,154 $ 584,210
14,152
1,789
—
—
—
—
(23,282)
60,347 $ 79,906 $ 78,561 $ 575,080
(2,696)
(1,593)
The Intangibles – Goodwill and Other topic of the FASB ASC (ASC Topic 350) requires that goodwill and
intangible assets with indefinite useful lives should not be amortized but rather be assessed for impairment at least
annually or sooner whenever events or changes in circumstances indicate that they may be impaired. The Company
performs its annual impairment assessments of goodwill and indefinite-lived intangible assets, if any, in the fourth
quarter of each year, as of the Company’s fiscal year end date.
ASC Topic 350 allows management to first perform a qualitative goodwill assessment by assessing the
qualitative factors of relevant events and circumstances at the reporting unit level to determine if it is necessary to
perform the quantitative goodwill impairment test. If factors indicate that it is more likely than not that the fair value
of the reporting unit is less than the carrying amount, then the quantitative test will be performed. If the fair value of
the reporting unit is less than the carrying amount, then a goodwill impairment charge will be recognized in the
amount by which carrying amount exceeds fair value, limited to the total amount of goodwill allocated to that
reporting unit. Each of the Company’s operating segments (fitness, outdoor, aviation, marine, consumer auto, and
auto OEM) represents a distinct reporting unit, and goodwill impairment assessments are therefore performed at
that level.
56
Revenue and profits of the consumer auto reporting unit declined for a number of years through fiscal 2020,
as competing technologies emerged and market saturation occurred for certain key products. Revenue and profit
of the consumer auto reporting unit increased in fiscal 2021, but considering uncertainty in qualitative factors,
management performed a quantitative impairment test of the consumer auto reporting unit in the fourth quarter of
2021. Consistent with the results of the quantitative assessment performed in 2020, the quantitative assessment
indicated again in 2021 that the fair value of the reporting unit was substantially in excess of its carrying amount.
Considering the results of the assessment, recent trends, and future projections, management does not believe the
goodwill associated with the consumer auto reporting unit is currently at risk of impairment. However, there is no
assurance that the Company will continue to generate profits from the consumer auto segment, and in the future
some or all of the goodwill associated with the consumer auto reporting unit could be at risk of impairment.
Management also concluded that no goodwill associated with other reporting units is currently at risk of
impairment based on qualitative assessments performed in 2021. The Company did not recognize any material
goodwill or intangible asset impairment charges in fiscal years 2021, 2020, or 2019.
Leases
The Company leases certain real estate properties, vehicles, and equipment in various countries around
the world. Leased properties are typically used for office space, distribution, and retail. The Company’s leases are
classified as operating leases with remaining terms of 1 to 32 years, some of which include an option to extend or
renew. If the exercise of an option to extend or renew is determined to be reasonably certain, the associated right-
of-use asset and lease liability reflects the extended period and payments. For newly signed leases, the right-of-
use asset and lease liability is recognized on lease commencement date. Variable lease costs, such as adjustments
to payments based on consumer price indices, are excluded in the recognition of right-of-use assets and lease
liabilities. For all real estate leases, any non-lease components, including common area maintenance, have been
separated from lease components and excluded from the associated right-of-use asset and lease liability
calculations. For all equipment and vehicle leases, an accounting policy election has been made to not separate
lease and non-lease components.
Leases with an initial term of 12 months or less (“short-term leases”) are not recognized on the Company’s
Consolidated Balance Sheets as a right-of-use asset or lease liability.
Dividends
Under Swiss corporate law, dividends must be approved by shareholders at the general meeting of the
Company’s shareholders.
On June 4, 2021, the shareholders approved a dividend of $2.68 per share (of which, $1.34 was paid in the
Company’s 2021 fiscal year) payable in four equal installments on dates determined by the Board of Directors. The
dates determined by the Board were as follows:
Dividend Date
Record Date
$s per share
June 30, 2021
September 30, 2021
December 31, 2021
March 31, 2022
June 15, 2021
September 15, 2021
December 15, 2021
March 15, 2022
$
$
$
$
0.67
0.67
0.67
0.67
The Company paid dividends in 2021 in the amount of $491,457, which included four dividend distributions
in the fiscal year. Both the dividends paid and the remaining dividend payable were reported as a reduction of
retained earnings.
On June 5, 2020, the shareholders approved a dividend of $2.44 per share (of which, $1.22 was paid in the
Company’s 2020 fiscal year) payable in four equal installments on dates determined by the Board of Directors. The
dates determined by the Board were as follows:
57
Dividend Date
Record Date
$s per share
June 30, 2020
September 30, 2020
December 31, 2020
March 31, 2021
June 15, 2020
September 15, 2020
December 15, 2020
March 15, 2021
$
$
$
$
0.61
0.61
0.61
0.61
The Company paid dividends in 2020 in the amount of $450,631, which included four dividend distributions
in the fiscal year. Both the dividends paid and the remaining dividend payable were reported as a reduction of
retained earnings.
On June 7, 2019, the shareholders approved a dividend of $2.28 per share (of which, $1.14 was paid in the
Company’s 2019 fiscal year) payable in four equal installments on dates determined by the Board of Directors. The
dates determined by the Board were as follows:
Dividend Date
Record Date
$s per share
June 28, 2019
September 30, 2019
December 31, 2019
March 31, 2020
June 17, 2019
September 16, 2019
December 16, 2019
March 16, 2020
$
$
$
$
0.57
0.57
0.57
0.57
The Company paid dividends in 2019 in the amount of $417,264, which included four dividend distributions
in the fiscal year. Both the dividends paid and the remaining dividend payable were reported as a reduction of
retained earnings.
Approximately $61,129 of retained earnings was indefinitely restricted from distribution to stockholders
pursuant to the laws of Taiwan as of December 25, 2021 and December 26, 2020.
Marketable Securities
Management determines the appropriate classification of marketable securities at the time of purchase and
reevaluates such designation as of each balance sheet date.
All of the Company’s marketable securities were considered available-for-sale at December 25, 2021.
Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in
accumulated other comprehensive income on the Company’s Consolidated Balance Sheets. At December 25,
2021, cumulative unrealized losses of $5,580 were reported in accumulated other comprehensive income, net of
related taxes. At December 26, 2020, cumulative unrealized net gains of $20,474 were reported in accumulated
other comprehensive income, net of related taxes.
The Company recognizes impairments relating to credit losses of available-for-sale securities through an
allowance for credit losses and other income (expense) on the Company’s Consolidated Statements of Income.
Impairment not relating to credit losses is recorded in other comprehensive income (loss) on the Company’s
Consolidated Balance Sheets.
Testing for impairment of investments requires significant management judgment. The identification of
potentially impaired investments, the determination of their fair value, and the assessment of whether any decline
in value is relating to credit losses are the key judgment elements. The discovery of new information and the
passage of time can significantly change these judgments. Revisions of impairment judgments are made when new
information becomes known, and any resulting impairment adjustments are made at that time. The economic
environment and volatility of securities markets increase the difficulty of determining fair value and assessing
investment impairment.
In making this assessment we evaluate the extent to which the fair value is less than the amortized cost basis,
any change in credit rating of the security, adverse conditions specifically related to the security, failure of the issuer
to make scheduled payments, and other relevant factors affecting the security. If it is determined that a credit loss
exists, the amount of the credit loss is determined by comparing the present value of the expected future cash flows
for the security to the amortized cost basis of the security, limited by the amount that the fair value is less than the
amortized cost basis.
58
The amortized cost of debt securities classified as available-for-sale is adjusted for amortization of
premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated
life of the security. Such amortization and realized gains/losses are recorded within Interest income and other
income (expense), respectively, on the Company’s Consolidated Statements of Income. The cost of securities sold
is based on the specific identification method.
Investments are discussed in detail in Note 3 of the Notes to Consolidated Financial Statements.
Income Taxes
The Company accounts for income taxes using the liability method in accordance with the FASB ASC 740
topic Income Taxes. The liability method provides that deferred tax assets and liabilities are recorded based on the
difference between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes
as measured based on the enacted tax rates and laws that will be in effect when the differences are expected to
reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.
The Company accounts for uncertainty in income taxes in accordance with the FASB ASC 740 topic Income
Taxes. The Company recognizes liabilities based on our estimate of whether, and the extent to which, additional
taxes will be due. If payment of these amounts ultimately proves not to be required, the reversal of the liabilities
results in tax benefits being recognized in the period when the Company determines the liabilities are no longer
necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further
charge to expense would result.
Income taxes are discussed in detail in Note 6 of the Notes to Consolidated Financial Statements.
Revenue Recognition
The Company recognizes revenue upon the transfer of control of promised products or services to the
customer in an amount that depicts the consideration to which the Company expects to be entitled for the related
products or services. For the large majority of the Company’s sales, transfer of control occurs once product has
shipped and title and risk of loss have transferred to the customer. The Company offers certain tangible products
with ongoing services promised over a period of time, typically the useful life of the related tangible product. When
such services have been identified as both capable of being distinct and separately identifiable from the related
tangible product, the associated revenue allocated to such services is recognized over time. The Company
generally does not offer specified or unspecified upgrade rights to its customers in connection with software sales.
The Company allocates revenue to all performance obligations associated with tangible products containing
separately identifiable ongoing services based on the respective performance obligations’ relative standalone
selling prices (“SSP”), with the amounts allocated to ongoing services deferred and recognized over a period of
time. These ongoing services primarily consist of the Company’s contractual promises to provide personal
navigation device (PND) users with map updates and server-based traffic services. In addition, the Company
provides map update services (map care) over a contractual period in certain hardware and software contracts with
original automotive equipment manufacturers (OEMs). The Company has determined that directly observable
prices do not exist for map updates, map care, or server-based traffic, as stand-alone and unbundled unit sales do
not occur on more than a limited basis. Therefore, the Company uses the expected cost plus a margin as the
primary indicator to calculate relative SSP of map updates, map care, and traffic performance obligations. The
revenue and associated costs allocated to map updates, map care, and server-based traffic service are deferred
and recognized ratably over the estimated life of the products of approximately 3 years for PNDs, or the estimated
map care period in OEM contracts of 3-10 years as efforts related to providing these services are generally spread
evenly throughout the performance period. In addition to the products listed above, the Company has offered certain
other products with ongoing performance obligations including aviation database subscriptions, incremental
navigation and communication service subscriptions, mobile applications, and extended warranties that are
recognized over the contractual service period (typically 1-3 years).
59
The Company records revenue net of sales tax and variable consideration such as trade discounts and
customer returns. Payment is due typically within 90 days or less of shipment of product, or upon the grant of a
given software license (as applicable). The Company records estimated reductions to revenue in the form of variable
consideration for customer sales programs, returns, and incentive offerings including rebates, price protection
(product discounts offered to retailers to assist in clearing older products from their inventories in advance of new
product releases), promotions, and other volume-based incentives. Cooperative advertising incentives payable to
dealers and distributors are recorded as reductions of revenue unless the Company obtains proof of a distinct
advertising service, in which case the incentive is recorded as advertising expense. The reductions to revenue are
based on estimates and judgments using historical experience and expectation of future conditions. Changes in
these estimates could negatively affect the Company’s operating results.
Deferred Revenues and Costs
At December 25, 2021 and December 26, 2020, the Company had deferred revenues totaling $129,272
and $136,799, respectively, and related deferred costs totaling $28,322 and $36,655, respectively.
Deferred revenue consists primarily of the transaction price allocated to performance obligations that are
recognized over a period of time basis as discussed in the Revenue Recognition portion of this footnote. Billings
associated with such items are typically completed upon the transfer of control of promised products or services to
the customer and recorded to accounts receivable until payment is received. Deferred costs primarily refer to the
license fees incurred by the Company associated with the aforementioned unsatisfied performance obligations,
which are amortized over the same period as the revenue is recognized. The Company typically pays the associated
license fees either monthly or quarterly in arrears, on a per item shipped or installed basis.
The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the
incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been
recognized is one year or less.
Shipping and Handling Costs
Shipping and handling activities are typically performed before the customer obtains control of the good,
and the related costs are expensed at the approximate time of sale. Shipping and handling costs are included in
cost of goods sold in the accompanying consolidated financial statements.
Product Warranty
The Company accrues for estimated future warranty costs at the time products are sold. The Company’s
standard warranty obligation to retail partners generally provides for a right of return of any product for a full refund
in the event that such product is not merchantable, is damaged, or is defective. The Company’s historical experience
is that these types of warranty obligations are generally fulfilled within 5 months from time of sale. The Company’s
standard warranty obligation to its end-users provides for a period of one to two years from date of shipment while
certain aviation, marine, and auto OEM products have a warranty period of two years or more from the date of
installation. The Company’s estimates of costs to service its warranty obligations are based on historical experience
and management’s expectations and judgments of future conditions. To the extent the Company experiences
increased warranty claim activity or increased costs associated with servicing those claims, its warranty accrual will
increase, which may result in decreased gross profit. The following reconciliation presents details of the changes in
the Company’s accrued warranty costs:
Balance - beginning of period
Accrual for products sold (1)
Expenditures
Balance - end of period
December 25,
2021
Fiscal Year Ended
December 26,
2020
December 28,
2019
$
$
42,643
69,810
(66,986)
45,467
$
$
39,758
67,028
(64,143)
42,643
$
$
38,276
58,092
(56,610)
39,758
(1) Changes in cost estimates related to pre-existing warranties were not material and aggregated with accruals for new warranty
contracts in the ‘accrual for products sold’ line.
60
Contingencies
In the normal course of business, the Company and its subsidiaries are parties to various legal claims,
investigations and complaints, including matters alleging patent infringement and other intellectual property claims.
The Company evaluates, on a quarterly and annual basis, developments in legal proceedings, investigations,
claims, and other loss contingencies that could affect any required accrual or disclosure or estimate of reasonably
possible loss or range of loss. An estimated loss from a loss contingency is accrued by a charge to income if it is
probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be
reasonably estimated. If a range of loss is estimated, and some amount within that range appears to be a better
estimate than any other amount within that range, then that amount is accrued. If no amount within the range can
be identified as a better estimate than any other amount, the Company accrues the minimum amount in the range.
If an outcome unfavorable to the Company is determined to be probable, but the amount of loss cannot be
reasonably estimated or is determined to be reasonably possible, but not probable, we disclose the nature of the
contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be
made. The Company’s aggregate range of reasonably possible losses includes (1) matters where a liability has
been accrued and there is a reasonably possible loss in excess of the amount accrued for that liability, and (2)
matters where a loss is believed to be reasonably possible, but not probable, and a liability therefore has not been
accrued. This aggregate range only represents the Company’s estimate of reasonably possible losses and does
not represent the Company’s maximum loss exposure. The assessment regarding whether a loss is probable or
reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex
judgments about future events. In assessing the probability of an outcome in a lawsuit, claim or assessment that
could be unfavorable to the Company, we consider the following factors, among others: a) the nature of the litigation,
claim, or assessment; b) the progress of the case; c) the opinions or views of legal counsel and other advisers; d)
our experience in similar cases; e) the experience of other entities in similar cases; and f) how we intend to respond
to the lawsuit, claim, or assessment. Costs incurred in defending lawsuits, claims or assessments are expensed as
incurred.
See Note 4 of the Notes to Consolidated Financial Statements for additional information on contingencies.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expense amounted to approximately
$171,829, $151,166, and $164,456 for the years ended December 25, 2021, December 26, 2020, and
December 28, 2019, respectively.
Research and Development
A majority of the Company’s research and development is performed in the United States. Research and
development costs, which are typically expensed as incurred, amounted to approximately $840,024, $705,685, and
$605,366 for the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively.
Preproduction Costs Related to Long-Term Supply Arrangements
Preproduction design and development costs related to long-term supply arrangements are expensed as
incurred, and classified as research and development, unless the customer has provided a contractual guarantee
for reimbursement of such costs. Contractually reimbursable costs are capitalized as incurred in the Consolidated
Balance Sheets within prepaid expenses and other current assets if reimbursement is expected to be received
within one year, or within other noncurrent assets if expected to be received beyond one year. Such capitalized
costs were approximately $67,349 and $63,610 as of December 25, 2021 and December 26, 2020, respectively.
61
Customer Service and Technical Support
Customer service and technical support costs are included as selling, general and administrative expenses
in the accompanying Consolidated Statements of Income. Customer service and technical support costs include
costs associated with performing order processing, answering customer inquiries by telephone and through
websites, e-mail and other electronic means, and providing free technical support assistance to customers. The
technical support is typically provided within one year after the associated revenue is recognized. The related cost
of providing this free support is not material.
Software Development Costs
The FASB ASC topic entitled Software requires companies to expense software development costs as they
incur them until technological feasibility has been established, at which time those costs are capitalized until the
product is available for general release to customers. The Company’s capitalized software development costs are
not significant, as the time elapsed from working model to release is typically short. As required by the Research
and Development topic of the FASB ASC, costs incurred to enhance our existing products or after the general
release of the service using the product are expensed in the period they are incurred and included in research and
development costs in the accompanying Consolidated Statements of Income.
Accounting for Stock-Based Compensation
The Company currently sponsors three stock-based employee compensation plans. The FASB ASC topic
entitled Compensation – Stock Compensation requires the measurement and recognition of compensation
expenses for all share-based payment awards made to employees and directors, including employee stock options
and restricted stock, based on estimated fair values.
Accounting guidance requires companies to estimate the fair value of share-based payment awards on the
date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest
is recognized as stock-based compensation expense over the requisite service period in the Company’s
consolidated financial statements.
As stock-based compensation expenses recognized in the accompanying Consolidated Statements of
Income are based on awards ultimately expected to vest, they have been reduced for estimated forfeitures.
Accounting guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical
experience and management’s estimates.
Excess tax benefits or deficiencies from stock-based compensation are recognized in the income tax
provision and are not estimated in the effective tax rate, rather, are recorded as discrete tax items in the period they
occur. Excess income tax benefits from stock-based compensation arrangements are classified as a cash flow from
operations.
Stock compensation plans are discussed in detail in Note 9 of the Notes to Consolidated Financial
Statements.
Recently Adopted Accounting Standards
Financial Instruments – Credit Losses
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (“ASU 2016-13”). ASU 2016-13 changed how entities assess and measure credit losses of certain
financial instruments, including available-for-sale securities and accounts receivable. The Company adopted the
new standard as of the beginning of the 2020 fiscal year. The adoption of the standard did not have a material
impact on the Company’s consolidated financial statements.
62
Receivables – Nonrefundable Fees and Other Costs
In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables – Nonrefundable
Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-
08”), which shortened the amortization period for certain callable debt securities held at a premium, requiring the
premium to be amortized to the earliest call date. The Company adopted the new standard as of the beginning of
the 2020 fiscal year. The adoption of the standard did not have a material impact on the Company’s consolidated
financial statements.
Leases
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU
2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for
both lessees and lessors. The FASB subsequently issued Accounting Standards Update No. 2018-10 and
Accounting Standards Update No. 2018-11 in July 2018, which provide clarifications and improvements to ASU
2016-02 (collectively, the “new lease standard”). Accounting Standards Update No. 2018-11 also provides the
optional transition method which allows companies to apply the new lease standard at the adoption date instead of
at the earliest comparative period presented. The new lease standard requires lessees to present a right-of-use
asset and a corresponding lease liability on the balance sheet.
The Company adopted the new lease standard as of the beginning of the 2019 fiscal year using the optional
transition method. The Company did not have a cumulative effect adjustment to retained earnings as a result of
adopting the new lease standard, and adoption of the standard did not have a material impact on the Company’s
Consolidated Statements of Income or Consolidated Statements of Cash Flows. The Company elected the package
of transitional practical expedients upon adoption which, among other provisions, allowed the Company to carry
forward historical lease classification. See Note 14 – Leases for additional information regarding leases.
Intangible – Goodwill and Other
In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangible – Goodwill and
Other (Topic 350): Simplify the Test for Goodwill Impairment (“ASU 2017-04”) which simplifies the accounting for
goodwill impairment. ASU 2017-04 removed “step two” of the goodwill impairment test, such that a goodwill
impairment charge is now the amount by which a reporting unit’s carrying value exceeds its fair value. ASU 2017-
04 is applied prospectively and was effective for fiscal years, or any goodwill impairment tests in fiscal years
beginning after December 15, 2019. Early adoption was permitted for any impairment tests performed after January
1, 2017. The Company early adopted ASU 2017-04 in the fourth quarter of the year ended December 28, 2019.
The adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
We do not expect any recently issued accounting pronouncements not yet adopted to have a material
impact on the Company’s consolidated financial statements, accounting policies, processes, or systems upon
adoption.
3. Marketable Securities
The FASB ASC topic entitled Fair Value Measurements and Disclosures defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date (exit price). The accounting guidance classifies the inputs used to measure fair value into
the following hierarchy:
Level 1
Level 2
Unadjusted quoted prices in active markets for the identical asset or liability
Observable inputs for the asset or liability, either directly or indirectly, such as quoted prices
for similar assets or liabilities in active markets, quoted prices for identical or similar assets or
liabilities in markets that are not active, or inputs other than quoted prices that are observable
for the asset or liability
Level 3
Unobservable inputs for the asset or liability
63
The Company endeavors to utilize the best available information in measuring fair value. Financial assets
and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement. Valuation is based on prices obtained from an independent pricing vendor using both market and
income approaches. The primary inputs to the valuation include quoted prices for similar assets in active markets,
quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields,
and credit spreads.
The method described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods
are appropriate and consistent with other market participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could result in a different fair value measurement at the
reporting date.
Marketable securities classified as available-for-sale securities are summarized below:
Available-For-Sale Securities
as of December 25, 2021
U.S. Treasury securities
Agency securities
Mortgage-backed securities
Corporate securities
Municipal securities
Other
Total
U.S. Treasury securities
Agency securities
Mortgage-backed securities
Corporate securities
Municipal securities
Other
Total
Fair
Value
Level
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Fair
Value
Level
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
$
— $
7,000
149,692
1,079,390
356,037
31,134
$1,623,253 $
— $
—
257
9,830
1,870
22
11,979 $
— $
(110)
(880)
Fair Value
—
6,890
149,069
(11,827) 1,077,393
353,043
30,283
(18,554) $1,616,678
(4,864)
(873)
Available-For-Sale Securities
as of December 26, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
$
400 $
5,954
239,445
984,696
214,515
47,760
$1,492,770 $
6 $
56
1,051
25,962
3,644
167
30,886 $
Fair Value
406
— $
6,010
—
(1,923)
238,573
(1,637) 1,009,021
217,936
(223)
(1,056)
46,871
(4,839) $1,518,817
The Company’s investment policy targets low risk investments with the objective of minimizing the potential
risk of principal loss. The fair value of our securities varies from period to period due to changes in interest rates, in
the performance of the underlying collateral and in the credit performance of the underlying issuer, among other
factors.
Accrued interest receivable, which totaled $10,988 as of December 25, 2021, is excluded from both the fair
value and amortized cost basis of available-for-sale securities and is included within prepaid expenses and other
current assets on the Company’s Consolidated Balance Sheets. The Company writes off impaired accrued interest
on a timely basis, generally within 30 days of the due date, by reversing interest income. No accrued interest was
written off during the 52-week period ended December 25, 2021.
The Company recognizes impairments relating to credit losses of available-for-sale securities through an
allowance for credit losses and other income (expense) on the Company’s Consolidated Statements of Income.
Impairment not relating to credit losses is recorded in accumulated other comprehensive income (loss) on the
Company’s Consolidated Balance Sheets. The cost of securities sold is based on the specific identification method.
Approximately 51% of securities in our portfolio were at an unrealized loss position at December 25, 2021.
64
The following tables display additional information regarding gross unrealized losses and fair value by major
security type for available-for-sale securities in an unrealized loss position as of December 25, 2021 and
December 26, 2020.
As of December 25, 2021
Less than 12 Consecutive Months 12 Consecutive Months or Longer
Total
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
U.S. Treasury securities
Agency securities
Mortgage-backed securities
Corporate securities
Municipal securities
Other
Total
$
$
— $
(110)
(148)
(9,466)
(4,247)
(467)
(14,438) $
— $
6,890
18,909
499,084
226,009
17,845
768,737 $
— $
—
(732)
(2,361)
(617)
(406)
(4,116) $
— $
—
7,598
85,033
29,405
7,205
129,241 $
— $
(110)
(880)
(11,827)
(4,864)
(873)
(18,554) $
—
6,890
26,507
584,117
255,414
25,050
897,978
Less than 12 Consecutive Months 12 Consecutive Months or Longer
Total
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
As of December 26, 2020
U.S. Treasury securities
Agency securities
Mortgage-backed securities
Corporate securities
Municipal securities
Other
Total
$
$
— $
—
(1,849)
(1,065)
(223)
(726)
(3,863) $
— $
—
85,688
199,187
50,403
22,600
357,878 $
— $
—
(74)
(572)
—
(330)
(976) $
— $
—
2,122
8,625
—
3,426
14,173 $
— $
—
(1,923)
(1,637)
(223)
(1,056)
(4,839) $
Fair Value
—
—
87,810
207,812
50,403
26,026
372,051
As of December 25, 2021 and December 26, 2020, the Company had not recognized an allowance for
credit losses on any securities in an unrealized loss position.
The Company has not recorded an allowance for credit losses and charge to other income for the unrealized
losses on agency, mortgage-backed, corporate, municipal, and other securities presented above because we do
not consider the declines in fair value to have resulted from credit losses. We have not observed a significant
deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in
value are largely attributable to current global economic conditions. The securities continue to make timely principal
and interest payments, and the fair values are expected to recover as they approach maturity. The Company does
not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the
securities, before the respective recoveries of their amortized cost bases, which may be maturity.
The amortized cost and fair value of marketable securities at December 25, 2021, by maturity, are shown
below.
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Total
Amortized
Cost
$
$
346,377
1,236,333
37,443
3,100
1,623,253
$
$
Fair Value
347,980
1,229,328
36,571
2,799
1,616,678
65
4. Commitments and Contingencies
Commitments
The Company is party to certain commitments that require the future purchase of goods or services
(“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of
payments for inventory, capital expenditures, and other indirect purchases in connection with conducting our
business. The aggregate amount of purchase orders and other commitments open as of December 25, 2021 that
may represent noncancellable unconditional purchase obligations having a remaining term in excess of one year
was approximately $371,000.
Certain cash balances are held as collateral in relation to bank guarantees. The total amount of restricted
cash was $785 and $306 on December 25, 2021 and December 26, 2020, respectively.
Contingencies
Management of the Company currently does not believe it is reasonably possible that the Company may
have incurred a material loss, or a material loss in excess of recorded accruals, with respect to loss contingencies
in the aggregate, for the fiscal year ended December 25, 2021. The results of legal proceedings, investigations and
claims, however, cannot be predicted with certainty. An adverse resolution of one or more of such matters in excess
of management’s expectations could have a material adverse effect in the particular quarter or fiscal year in which
a loss is recorded, but based on information currently known, the Company does not believe it is likely that losses
from such matters would have a material adverse effect on the Company’s business or its consolidated financial
position, results of operations or cash flows.
The Company settled or resolved certain legal matters during the fiscal years ended December 25, 2021,
December 26, 2020, and December 28, 2019 that did not individually or in the aggregate have a material impact on
the Company’s business or its consolidated financial position, results of operations or cash flows.
5. Employee Benefit Plans
Certain subsidiaries of the Company sponsor various defined contribution employee retirement plans. GII
and the Company’s other U.S.-based subsidiaries sponsor a plan under which their employees may contribute up
to 50% of their annual compensation subject to Internal Revenue Code maximum limitations and to which the
subsidiaries contribute a specified percentage of each participant’s annual compensation up to certain limits as
defined in the retirement plan. During the years ended December 25, 2021, December 26, 2020, and December 28,
2019, expense related to this and other defined contribution plans of $71,262, $63,908, and $55,456, respectively,
was recorded within the Company’s Consolidated Statements of Income.
Certain of the Company’s non-U.S. subsidiaries sponsor or participate in local defined benefit pension
plans. The obligations, contributions, and associated expense of such plans for the years ended December 25,
2021, December 26, 2020, and December 28, 2019 were not material.
66
6. Income Taxes
The Company’s income tax provision (benefit) consists of the following:
December 25,
2021
Fiscal Year Ended
December 26,
2020
December 28,
2019
U.S. federal:
Current
Deferred
U.S. state:
Current
Deferred
Foreign:
Current
Deferred
Total
$
$
$
$
$
$
$
(13,096) $
(42,625)
(55,721) $
(5,876) $
(8,132)
(14,008) $
149,012 $
45,313
194,325 $
124,596 $
(25,220) $
(7,115)
(32,335) $
(3,931) $
2,715
(1,216) $
133,622 $
11,015
144,637 $
111,086 $
32,874
20,388
53,262
12,605
831
13,436
77,594
(109,556)
(31,962)
34,736
The income tax provision differs from the amount computed by applying the U.S. statutory federal income
tax rate to income before taxes. The sources and tax effects of the differences, including the impact of establishing
tax contingency accruals, are as follows:
December 25,
2021
Fiscal Year Ended
December 26,
2020
December 28,
2019
Federal income tax expense at U.S. statutory rate
State income tax (benefit) expense, net of federal tax effect
Foreign-derived intangible income (FDII) deduction
Foreign tax rate differential
Other foreign taxes less incentives and credits
Withholding tax
Net change in uncertain tax positions
U.S. federal research and development credit
Share-based compensation
Switzerland tax reform - tax assets
Other, net
Income tax expense (benefit)
$
$
253,429 $
(12,198)
—
(117,586)
29,240
22,992
(17,087)
(22,764)
(6,362)
(177)
(4,891)
124,596 $
231,718 $
(3,404)
—
(98,130)
3,446
17,026
(21,391)
(21,342)
(6,114)
11,016
(1,739)
111,086 $
207,317
7,827
(4,966)
(57,302)
6,360
32,162
(17,259)
(19,338)
(6,169)
(117,989)
4,093
34,736
The Company recorded income tax expense of $124,596 in the year ended December 25, 2021. The
Company recorded income tax expense of $111,086 in the year ended December 26, 2020, which included a
$14,308 income tax benefit recognized by the Company in the second quarter of 2020 due to the release of
uncertain tax position reserves associated with a 2014 intercompany restructuring and was partially offset by income
tax expense of $11,016 recognized by the Company in the fourth quarter of 2020 related to the revaluation of certain
Switzerland tax assets related to the Switzerland tax reform transitional measures. The Company recorded income
tax expense of $34,736 in the year ended December 28, 2019, which included an income tax benefit of $117,989
related to the revaluation and step-up of certain Switzerland tax assets as a result of the October 2019 enactment
of Switzerland federal and Schaffhausen cantonal tax reform and related transitional measures.
67
The Company’s statutory federal and cantonal income tax rate in Switzerland, the Company's place of
incorporation, was 14.03% in fiscal years 2021 and 2020. If the Company reconciled taxes at the Swiss holding
company federal statutory tax rate to the reported income tax expense for 2021 as presented above, the amounts
related to tax at the statutory rate would be approximately $84,000 lower, or $169,000, and the foreign tax rate
differential would be adjusted by a similar amount to approximately $28,000. For 2020, the amounts related to tax
at the statutory rate would be approximately $77,000 lower, or $155,000, and the foreign tax rate differential would
be adjusted by a similar amount to approximately $20,000. The Company’s statutory federal income tax rate in
Switzerland in 2019 was 7.83%. For 2019, the amounts related to tax at the statutory rate would be approximately
$130,000 lower, or $77,000, and the foreign tax rate differential would be adjusted by a similar amount to
approximately $73,000. All other amounts would remain substantially unchanged.
The Company’s income before income taxes attributable to non-U.S. operations was $1,227,666,
$1,059,074, and $606,711, for the years ended December 25, 2021, December 26, 2020, and December 28, 2019,
respectively.
Income taxes of $50,127, $47,236, and $35,982 at December 25, 2021, December 26, 2020, and
December 28, 2019, respectively, have not been accrued by the Company for the unremitted earnings of several
of its foreign subsidiaries because such earnings are intended to be reinvested in the subsidiaries indefinitely.
Deferred income taxes reflect the net tax 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:
Deferred tax assets:
Product warranty accruals
Allowance for doubtful accounts
Inventory
Sales program allowances
Reserve for sales returns
Accrued vacation
Other accruals
Share-based compensation
Tax credit carryforwards
Intangible assets
Net operating losses
Benefit related to uncertain tax positions
Operating leases
Deferred revenue
Other
Valuation allowance related to loss carryforward and tax credits
Deferred tax liabilities:
Fixed assets
Operating leases
Prepaid and perpetual license assets
Inventory
Other prepaid expenses
Capitalized preproduction design and development costs
Book basis in excess of tax basis for acquired entities
Withholding tax
Other
Net deferred tax assets
68
December 25,
2021
December 26,
2020
$
$
$
$
10,578
3,779
—
1,187
1,745
14,073
7,379
12,000
24,508
227,295
9,069
3,880
13,685
20,970
6,571
(19,709)
337,010
27,970
13,322
17,350
4,893
71
8,384
32,907
89,285
218
194,400
142,610
$
$
$
$
10,500
4,874
7,211
1,289
2,196
11,438
10,587
10,201
18,523
212,695
5,566
5,239
15,578
26,199
1,883
(10,853)
333,126
37,359
15,343
22,166
—
2,564
8,408
33,154
83,329
2,192
204,515
128,611
At December 25, 2021, the Company had $24,508 of tax credit carryover compared to $18,523 at
December 26, 2020. At December 25, 2021, the Company had a deferred tax asset of $9,069 related to the future
tax benefit of net operating loss (NOL) carryforwards of $50,919. Included in the NOL carryforwards is $37,916 that
relates to Switzerland and expires beginning in 2027, $9,917 that relates to Luxembourg and expires beginning in
2037, $272 that relates to Finland and expires in varying amounts between 2025 and 2028, $575 that relates to the
Netherlands and expires in 2026, $40 that relates to Thailand and expires in 2025, and $2,199 that relates to various
other jurisdictions and has no expiration date. The Company has recorded a valuation allowance for a portion of its
deferred tax asset relating to various tax attributes that it does not believe are more likely than not to be realized.
In the future, if the Company determines, based on existence of sufficient evidence, that it should realize more or
less of its deferred tax assets, an adjustment to the valuation allowance will be made in the period such a
determination is made.
The total amount of gross unrecognized tax benefits, as of December 25, 2021 was $65,216. A
reconciliation of the beginning and ending amount of gross unrecognized tax benefits for years ended December 25,
2021, December 26, 2020, and December 28, 2019 is as follows:
Balance beginning of year
Additions based on tax positions related to prior years
Reductions based on tax positions related to prior years
Additions based on tax positions related to current period
Reductions related to settlements with tax authorities
Expiration of statute of limitations
Balance at end of year
December 25,
2021
December 26,
2020
December 28,
2019
$
$
84,985 $
—
(4,727)
4,272
—
(19,314)
65,216 $
101,251 $
10,480
(4,169)
16,859
(935)
(38,501)
84,985 $
118,287
398
(6,556)
13,806
(218)
(24,466)
101,251
Accounting guidance requires unrecognized tax benefits to be classified as noncurrent liabilities, except for
the portion that is expected to be paid within one year of the balance sheet date. The balance of net unrecognized
benefits of $54,443, $81,938, and $92,056 are required to be classified as noncurrent at December 25, 2021,
December 26, 2020, and December 28, 2019, respectively. The net unrecognized tax benefits, if recognized, would
reduce the effective tax rate. None of the unrecognized tax benefits are due to uncertainty in the timing of
deductibility.
Interest and penalties, if any, accrued on the unrecognized tax benefits are reflected in income tax expense.
At December 25, 2021, December 26, 2020, and December 28, 2019, the Company had accrued approximately
$4,225, $5,666, and $7,636, respectively, for interest. The interest component of the reserve decreased income tax
expense for the years ending December 25, 2021 and December 26, 2020 by $1,441, and $1,970, respectively,
and increased income tax expense for the year ending December 28, 2019 by $1,023. The Company did not have
significant amounts accrued for penalties for the years ending December 25, 2021, December 26, 2020, and
December 28, 2019.
The Company files income tax returns in Switzerland, U.S. federal jurisdiction, as well as various states,
local, and foreign jurisdictions. In its major tax jurisdictions, Switzerland, Taiwan, United Kingdom, and U.S. federal
and various states, the Company is no longer subject to income tax examinations by tax authorities, with few
exceptions, for years prior to 2017, 2016, 2019, and 2018, respectively.
The Company recognized a reduction of income tax expense, inclusive of interest and net of deferrals, of
$22,221, $42,185, and $26,158 in fiscal years ended December 25, 2021, December 26, 2020, and December 28,
2019, respectively, to reflect the expiration of statutes of limitations and releases due to audit settlement in various
jurisdictions.
The Company believes that it is reasonably possible that approximately $5,000 to $15,000 of its reserves
for certain unrecognized tax benefits will decrease within the next 12 months as the result of the expiration of
statutes of limitations. This potential decrease in unrecognized tax benefits would impact the Company’s effective
tax rate within the next 12 months.
69
7. Fair Value of Financial Instruments
As required by the Financial Instruments topic of the FASB ASC, the following summarizes required
information about the fair value of certain financial instruments for which it is currently practicable to estimate such
value. None of the financial instruments are held or issued for trading purposes. The carrying amounts and fair
values of the Company’s financial instruments are as follows:
December 25, 2021
December 26, 2020
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Cash and cash equivalents
Marketable securities
$
$
1,498,058
1,616,678
$
$
1,498,058
1,616,678
$
$
1,458,442
1,518,817
$
$
1,458,442
1,518,817
For certain of the Company’s financial instruments, including accounts receivable, accounts payable and
other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.
8. Segment Information
Garmin is organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and
auto OEM. Each operating segment is individually reviewed and evaluated by the Chief Operating Decision Maker
(CODM), who allocates resources and assesses performance of each segment individually. The fitness, outdoor,
aviation, and marine operating segments represent reportable segments. The consumer auto and auto OEM
operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as
reportable segments, and they are therefore reported together in an “all other” category captioned as auto. Fitness,
outdoor, aviation, marine, and auto are collectively referred to as our reported segments.
The products of the Company’s segments are sold through the Company’s network of independent dealers
and distributors, our own webshop, as well as through various aviation, marine, and auto OEMs. However, the
nature of products and types of customers for the segments vary.
The Company’s Chief Executive Officer, who has been identified as the CODM, uses operating income as
the measure of profit or loss, combined with other measures, to assess segment performance and allocate
resources. Operating income represents net sales less costs of goods sold and operating expenses. Net sales are
directly attributed to each segment. Most costs of goods sold and the majority of operating expenses are also
directly attributed to each segment, while certain other costs of goods sold and operating expenses are allocated
to the segments in a reasonable manner considering the specific facts and circumstances of the expenses being
allocated. The accounting policies of the segments are the same as those described in the summary of significant
accounting policies. There are no inter-segment sales or transfers.
The Company’s segments share many common resources, infrastructures and assets in the normal course
of business. Thus, the Company does not report accounts receivable, inventories, property and equipment,
intangible assets, or capital expenditures by segment to the CODM.
Net sales (“revenue”), gross profit, and operating income for each of the Company’s five reported segments
are presented below, along with supplemental financial information for the consumer auto and auto OEM operating
segments that management believes is useful.
70
52-Weeks Ended
December 25, 2021
Net sales
Gross profit
Operating income (loss)
52-Weeks Ended
December 26, 2020
Net sales
Gross profit
Operating income (loss)
52-Weeks Ended
December 28, 2019
Net sales
Gross profit
Operating income (loss)
Fitness
Outdoor
Aviation Marine
Total
Auto
Auto
Consumer
Auto
Auto
OEM
Total
$1,533,788 $1,281,933 $712,468 $875,151 $579,455 $ 324,731 $ 254,724 $4,982,795
2,890,459
1,218,620
227,166
(70,706)
495,310
244,199
834,837
480,777
519,821
191,775
813,325
372,575
73,341
(116,309)
153,825
45,603
$1,317,498 $1,128,081 $622,820 $657,848 $460,326 $ 275,493 $ 184,833 $4,186,573
2,481,336
1,054,240
206,562
(18,656)
384,450
175,724
453,008
137,203
739,777
441,085
697,539
318,884
66,698
(60,120)
139,864
41,464
$1,047,527 $ 917,567 $735,458 $508,850 $548,103 $ 365,511 $ 182,592 $3,757,505
2,233,976
945,586
302,949
109,876
543,385
252,943
256,595
56,868
598,443
334,041
532,604
191,858
172,218
63,299
84,377
(6,431)
Net sales, property and equipment, and net assets by geographic area are as shown below for the years
ended December 25, 2021, December 26, 2020, and December 28, 2019. Note that APAC includes Asia Pacific
and Australian Continent, and EMEA includes Europe, the Middle East and Africa.
December 25, 2021
Net sales to external customers (1)
Property and equipment, net
Net assets (2)
December 26, 2020
Net sales to external customers (1)
Property and equipment, net
Net assets (2)
December 28, 2019
Net sales to external customers (1)
Property and equipment, net
Net assets (2)
$
$
$
Americas
EMEA
APAC
Total
2,349,514 $
576,481
3,745,120
1,858,908 $
120,004
1,227,928
774,373 $
370,993
1,141,111
4,982,795
1,067,478
6,114,159
1,968,080 $
467,269
3,327,748
1,579,749 $
114,313
1,163,127
638,744 $
273,957
1,025,241
4,186,573
855,539
5,516,116
1,817,770 $
435,503
3,074,155
1,350,533 $
65,323
714,602
589,202 $
228,095
1,004,739
3,757,505
728,921
4,793,496
(1) The United States is the only country which constitutes greater than 10% of net sales to external customers.
(2) Americas and APAC net assets are primarily held in the United States and Taiwan, respectively.
9. Stock Compensation Plans
Accounting for Stock-Based Compensation
The various Company stock compensation plans are summarized below. For all stock compensation plans,
the company’s policy is to issue treasury shares for option/stock appreciation right (SAR) exercises, restricted stock
unit (RSU) releases and employee stock purchase plan (ESPP) purchases.
2011 Non-employee Directors’ Equity Incentive Plan
In June 2011, the stockholders adopted an equity incentive plan for non-employee directors (the “2011
Directors Plan”) providing for grants of stock options, SARs, RSUs and/or performance shares, pursuant to which
up to 122,592 shares were available for issuance. The term of each award cannot exceed ten years. Awards are
subject to a minimum one-year vesting period. In 2021, 2020, and 2019, there were 4,180, 6,376, and 8,016 RSUs
granted under this plan, respectively.
71
2005 Equity Incentive Plan
In June 2005, the shareholders adopted an equity incentive plan (the “2005 Plan”) providing for grants of
incentive and nonqualified stock options, SARs, RSUs and/or performance shares to employees of the Company
and its subsidiaries, pursuant to which up to 10,000,000 common shares were available for issuance. In 2013, the
shareholders approved an additional 3,000,000 shares to the plan, making the total shares authorized under the
plan 13,000,000. Option and SAR grants vest evenly over a period of five years or as otherwise determined by the
Board of Directors or the Compensation Committee and generally expire ten years from the date of grant, if not
exercised. RSUs vest evenly over a period of three years. In addition to time-based vesting requirements, the
vesting of certain RSU grants is also contingent upon the Company’s achievement of certain financial performance
goals. During 2021, 2020, and 2019, there were 866,614, 753,976, and 786,346 RSUs granted under the 2005
Plan, respectively. No SARs were granted under the 2005 Plan in 2021, 2020, or 2019.
2000 Equity Incentive Plan
In October 2000, the shareholders adopted an equity incentive plan (the “2000 Plan”) providing for grants
of incentive and nonqualified stock options, SARs, RSUs and/or performance shares to employees of the Company
and its subsidiaries, pursuant to which up to 7,000,000 common shares were available for issuance. The stock
options and SARs vest evenly over a period of five years or as otherwise determined by the Board of Directors or
the Compensation Committee and generally expire ten years from the date of grant, if not exercised. The Company
did not grant any stock awards from the 2000 Plan in 2021, 2020, or 2019.
Stock-Based Compensation Activity
A summary of the Company’s stock-based compensation activity and related information under the 2011
Directors Plan, the 2005 Plan, and the 2000 Plan for the years ended December 25, 2021, December 26, 2020,
and December 28, 2019 is provided below:
Stock Options and SARs
Weighted-Average
Exercise Price
Number of Shares
(In Thousands)
Outstanding at December 29, 2018
Granted
Exercised
Forfeited/Expired
Outstanding at December 28, 2019
Granted
Exercised
Forfeited/Expired
Outstanding at December 26, 2020
Granted
Exercised
Forfeited/Expired
Outstanding at December 25, 2021
Exercisable at December 25, 2021
Expected to vest after December 25, 2021
$
$
$
$
$
$
50.92
49.07
51.46
51.23
52.44
52.44
86
—
(20)
—
66
—
(53)
—
13
—
(13)
—
—
—
—
72
Outstanding at December 29, 2018
Granted
Released/Vested
Cancelled
Outstanding at December 28, 2019
Granted
Released/Vested
Cancelled
Outstanding at December 26, 2020
Granted
Released/Vested
Cancelled
Outstanding at December 25, 2021
Restricted Stock Units
Weighted-Average
Grant Date Fair
Value
Number of Shares
(In Thousands)
$
$
$
$
$
$
$
$
$
$
$
$
$
53.17
85.93
50.02
58.62
69.47
99.57
64.07
72.10
86.98
116.40
80.12
95.79
107.60
2,099
794
(1,053)
(61)
1,779
760
(915)
(42)
1,582
871
(884)
(56)
1,513
The weighted-average remaining contract life of restricted stock units at December 25, 2021 was 1.17
years.
The total fair value of awards vested during 2021, 2020, and 2019, was $70,796, $58,602, and $52,780,
respectively. The aggregate intrinsic values of options and SARs exercised during 2021, 2020, and 2019 were
$1,040, $3,701, and $952, respectively. The aggregate intrinsic value of RSUs outstanding at December 25, 2021
was $203,457. The aggregate intrinsic values of RSUs released during 2021, 2020, and 2019 were $118,825,
$109,952, and $103,702, respectively. Aggregate intrinsic value of options and SARs represents the applicable
number of awards multiplied by the positive difference between the exercise price and the Company’s closing stock
price on the last trading day of the relevant fiscal period. Aggregate intrinsic value of RSUs represents the applicable
number of awards multiplied by the Company’s closing stock price on the last trading day of the relevant fiscal
period. The Company’s closing stock price was $134.48 on December 25, 2021 (based on the closing stock price
on December 23, 2021). As of December 25, 2021, there was $110,719 of total unrecognized compensation cost
related to unvested share-based compensation awards granted to employees under the stock compensation plans.
That cost is expected to be recognized over the weighted average remaining vesting period.
Employee Stock Purchase Plan
The shareholders have adopted an ESPP. Up to 8,000,000 shares of common stock have been reserved
for the ESPP. Shares are offered to employees at a price equal to the lesser of 85% of the fair market value of the
stock on the date of purchase or 85% of the fair market value on the first day of the ESPP period. The ESPP is
intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During
2021, 2020, and 2019, there were 385,211, 195,540, and 451,625 shares purchased under the plan for a total
purchase price of $34,936, $15,955, and $27,048, respectively. During 2021, 2020, and 2019, the purchases were
issued from treasury shares. At December 25, 2021, approximately 1,474,904 shares were available for future
issuance. On December 30, 2021, subsequent to Garmin’s fiscal 2021 year end, 179,454 shares were purchased
under the plan for a total purchase price of $20,853.
73
10. Earnings Per Share
The following table sets forth the computation of basic and diluted net income per share. Stock options,
stock appreciation rights, and restricted stock units are collectively referred to as "equity awards".
December
25, 2021
Fiscal Year Ended
December
26, 2020
December
28, 2019
Numerator:
Numerator for basic and diluted net income per share - net
income
$ 1,082,200 $
992,324 $
952,486
Denominator (in thousands):
Denominator for basic net income per share – weighted-
average common shares
192,180
191,085
189,931
Effect of dilutive equity awards
863
810
968
Denominator for diluted net income per share – adjusted
weighted-average common shares
193,043
191,895
190,899
Basic net income per share
Diluted net income per share
$
$
5.63 $
5.19 $
5.61 $
5.17 $
5.01
4.99
Shares excluded from diluted net income per share calculation:
Anti-dilutive equity awards (in thousands)
235
308
298
11. Accumulated Other Comprehensive Income
The following provides required disclosure of changes in accumulated other comprehensive income (AOCI)
balances by component for the year ended December 25, 2021:
Balance - beginning of period
$
162,953 $
20,474 $
183,427
Foreign currency
translation
adjustment
Net gains
(losses) on
available-for-sale
securities
Total
Other comprehensive income before
reclassification, net of income tax benefit of
$6,490
Amounts reclassified from accumulated other
comprehensive income to other income
(expense), net of income tax expense of $78
included in income tax provision
Net current-period other comprehensive income
Balance - end of period
$
12. Revenue
(39,538)
(25,508)
(65,046)
—
(39,538)
123,415 $
(546)
(26,054)
(5,580) $
(546)
(65,592)
117,835
In order to further depict how the nature, amount, timing and uncertainty of our revenue and cash flows are
affected by economic factors, we disaggregate revenue (or “net sales”) by geographic region, major product
category, and pattern of recognition.
74
Disaggregated revenue by geographic region (Americas, APAC, and EMEA) is presented in Note 8 –
Segment Information. Note 8 also contains disaggregated revenue information of the six major product categories
identified by the Company – fitness, outdoor, aviation, marine, consumer auto, and auto OEM.
A large majority of the Company’s sales are recognized on a point in time basis, usually once the product
is shipped and title and risk of loss have transferred to the customer. Sales recognized over a period of time are
primarily within the auto and outdoor segments and relate to performance obligations that are satisfied over the life
of the product or contractual service period. Revenue disaggregated by the timing of transfer of the goods or
services is presented in the table below:
Point in time
Over time
Net sales
December
25, 2021
Fiscal Year Ended
December
26, 2020
December
28, 2019
$
$
4,762,260 $
220,535
4,982,795 $
3,998,251 $
188,322
4,186,573 $
3,577,715
179,790
3,757,505
Transaction price and costs associated with the Company’s unsatisfied performance obligations are
reflected as deferred revenue and deferred costs, respectively, on the Company’s Consolidated Balance Sheets.
Such amounts are recognized ratably over the applicable service period or estimated useful life. Changes in
deferred revenue and costs during the 52-week periods ending December 25, 2021 and December 26, 2020, are
presented below:
Balance, beginning of period
Deferrals in period
Recognition of deferrals in period
Balance, end of period
Fiscal Year Ended
December 25, 2021
December 26, 2020
Deferred
Revenue (1)
$ 136,799 $
213,008
(220,535)
$ 129,272 $
Deferred
Costs (2)
Deferred
Revenue (1)
Deferred
Costs (2)
36,655 $ 161,891 $
16,345
(24,678)
28,322 $ 136,799 $
163,230
(188,322)
48,598
17,850
(29,793)
36,655
(1) Deferred revenue is comprised of both deferred revenue and noncurrent deferred revenue per the Consolidated Balance
Sheets
(2) Deferred costs are comprised of both deferred costs and noncurrent deferred costs per the Consolidated Balance Sheets
Of the $220,535 of deferred revenue recognized in the 52-weeks ended December 25, 2021, $80,786 was
deferred as of the beginning of the period. Of the $188,322 of deferred revenue recognized in the 52-weeks ended
December 26, 2020, $92,618 was deferred as of the beginning of the period.
Of the $129,272 of deferred revenue as of December 25, 2021, approximately seventy-five percent is
recognized ratably over a period of three years or less.
13. Leases
The following table represents lease costs recognized in the Company’s Consolidated Statements of
Income for the 52-weeks ended December 25, 2021. Lease costs are included in selling, general and administrative
expense and research and development expense on the Company’s Condensed Consolidated Statements of
Income.
75
Operating lease cost (1)
Fiscal Year Ended
December 25,
2021
December 26,
2020
$
35,114 $
29,894
(1) Operating lease cost includes short-term lease costs and variable lease costs, which were not material in the period presented.
The following table represents the components of leases that are recognized on the Company’s
Consolidated Balance Sheets as of December 25, 2021 and December 26, 2020.
Operating lease right-of-use assets
Other accrued expenses
Noncurrent operating lease liabilities
Total lease liabilities
Weighted average remaining lease term
Weighted average discount rate
The following table represents the maturity of lease liabilities.
Year
2022
2023
2024
2025
2026
Thereafter
Total
Less: imputed interest
Present value of lease liabilities
December 25,
2021
December 26,
2020
$
$
$
$
89,457
20,503
70,044
90,547
$
$
$
94,626
18,874
75,958
94,832
5.6 years
3.3%
6.3 years
3.6%
Amount
23,276
21,313
17,220
12,835
7,086
17,791
99,521
(8,974)
90,547
The following table presents supplemental cash flow and noncash information related to leases.
Fiscal Year Ended
December 25,
2021
December 26,
2020
Cash paid for amounts included in the measurement of operating lease
liabilities (2)
Right-of-use assets obtained in exchange for new operating lease liabilities
$
$
24,930 $
16,229 $
20,401
39,009
(2) Included in net cash provided by operating activities on the Company's Statements of Cash Flows
14. Subsequent Events
Changes in Expense Classification and Segment Allocation Methodologies
Beginning with reports filed in the first quarter of fiscal 2022, the Company will reflect a refined methodology
used in classifying certain indirect costs in accordance with the way the Company's management will use the
information in decision making, which we believe will provide a more meaningful representation of costs incurred to
support research and development activities. Future reports will also reflect a refined methodology used to allocate
certain selling, general, and administrative expenses to the segments in a more direct manner to provide the
Company's CODM with a more meaningful representation of segment profit or loss.
76
These changes in classification and allocation had no effect on the Company's consolidated operating or
net income or on the Company's composition of operating segments and reportable segments. The Company
expects to report its financial results in accordance with these changes beginning with the Company's first quarter
2022 Form 10-Q and will recast prior periods to conform to the revised presentation.
We estimate the expense classification change will result in a decrease to research and development
expense of approximately $61 million, with a corresponding increase to selling, general, and administrative
expenses, for the recast fiscal year ended December 25, 2021.
We estimate the segment allocation change will result in the following impacts to segment operating income
for the recast fiscal year ended December 25, 2021:
52-Weeks Ended December 25, 2021
(In millions)
Fitness Outdoor Aviation Marine
$ 6
$ (13)
$ (5)
$ 1
Total
Auto
$ 11
Auto
Consumer
Auto
Auto
OEM
$ 3
$ 8
Total
$ —
Operating income (decrease) increase
Acquisition of Vesper Marine, Ltd.
On December 29, 2021, subsequent to Garmin’s fiscal 2021 year end, the Company acquired the shares
of Vesper Marine, Ltd. and its subsidiaries, a privately-held New Zealand company that provides Automatic
Identification System (AIS), very high frequency (VHF) radio, and vessel monitoring solutions for the marine
industry. This acquisition was not material.
77
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer
and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective.
(b) Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. The 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.
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.
Management of the Company assessed the effectiveness of the Company’s internal control over financial
reporting as of December 25, 2021. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated
Framework” (2013 framework).
Based on such assessment and those criteria, management believes that the Company maintained
effective internal control over financial reporting as of December 25, 2021.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s
consolidated financial statements, issued an attestation report on management’s effectiveness of the Company’s
internal control over financial reporting as of December 25, 2021, as stated in their report which is included herein.
That attestation report appears below.
(c) Attestation Report of the Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Garmin Ltd. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited Garmin Ltd. and Subsidiaries’ internal control over financial reporting as of December 25, 2021,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Garmin Ltd. and
Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 25, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 25, 2021 and December 26,
2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows
for each of the three years in the period ended December 25, 2021, and the related notes and financial statement
schedule listed in the Index at Item 15(a) and our report dated February 16, 2022 expressed an unqualified opinion
thereon.
78
Basis for Opinion
The Company’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 included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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, 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Kansas City, Missouri
February 16, 2022
(d) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended
December 25, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
79
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Garmin has incorporated by reference certain information in response or partial response to the Items under
this Part III of this Annual Report on Form 10-K pursuant to General Instruction G(3) of this Form 10-K and Rule
12b-23 under the Exchange Act. Garmin’s definitive proxy statement in connection with its annual meeting of
shareholders scheduled for June 10, 2022 (the “Proxy Statement”) will be filed with the Securities and Exchange
Commission no later than 120 days after December 25, 2021.
(a) Directors of the Company
The information set forth in response to Item 401 of Regulation S-K under the headings “Proposal 5 – Re-
election of six directors” in the Proxy Statement is hereby incorporated herein by reference in partial response to
this Item 10.
(b) Executive Officers of the Company
The information set forth in response to Item 401 of Regulation S-K under the heading “Information about
our Executive Officers” in Part I of this Form 10-K is incorporated herein by reference in partial response to this Item
10.
(c) Delinquent Section 16(a) Reports
The information set forth in response to Item 405 of Regulation S-K under the heading “Delinquent Section
16(a) Reports” in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item
10.
(d) Audit Committee and Audit Committee Financial Expert
The information set forth in response to Item 402 of Regulation S-K under the heading “Board Meetings
and Standing Committee Meetings - Audit Committee” in the Proxy Statement is hereby incorporated herein by
reference in partial response to this Item 10.
The Audit Committee consists of Joseph J. Hartnett, Charles W. Peffer and Catherine A. Lewis. Mr. Peffer
serves as the Chairman of the Audit Committee. All members of the Audit Committee are “independent” within the
meaning of the rules of the SEC and the New York Stock Exchange rules. Garmin’s Board of Directors has
determined that Mr. Hartnett, Ms. Lewis, and Mr. Peffer are “audit committee financial experts” as defined by the
SEC regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002.
(e) Code of Ethics
Garmin’s Board of Directors has adopted the Code of Conduct of Garmin Ltd. and Subsidiaries (the “Code”).
The Code is applicable to all Garmin employees including the President and Chief Executive Officer, the Chief
Financial Officer, the Controller and other officers. A copy of the Code is available on Garmin’s website at:
https://www8.garmin.com/aboutGarmin/invRelations/documents/Code_of_Conduct.pdf. If any amendments to the
Code are made, or any waivers with respect to the Code are granted to the President and Chief Executive Officer,
the Chief Financial Officer or Controller, or any person performing a similar function, such amendment or waiver
will
at:
https://www8.garmin.com/aboutGarmin/invRelations/documents/Code_of_Conduct.pdf.
disclosed
Garmin’s
website
on
be
Item 11. Executive Compensation
The information set forth in response to Item 402 of Regulation S-K under the headings “Executive
Compensation Matters” and “Proposal 5 - Re-election of six directors – Non-Management Director Compensation”
in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 11.
80
The information set forth in response to Item 407(e)(4) of Regulation S-K under the heading “Proposal 5 -
Re-election of six directors – Compensation Committee Interlocks and Insider Participation; Certain Relationships”
in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 11.
The information set forth in response to Item 407(e)(5) of Regulation S-K under the heading “Executive
Compensation Matters – Compensation Committee Report” in the Proxy Statement is hereby incorporated herein
by reference in partial response to this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information set forth in response to Item 403 of Regulation S-K under the heading “Stock Ownership
of Certain Beneficial Owners and Management” in the Proxy Statement is hereby incorporated herein by reference
in partial response to this Item 12.
Equity Compensation Plan Information
The following table gives information as of December 25, 2021 about the Garmin common shares that may
be issued under all of the Company’s existing equity compensation plans, as adjusted for stock splits.
A
B
C
Number of
securities to be
issued upon
outstanding
options,
exercise of
warrants and
rights
Weighted-
average exercise
price of
outstanding
options,
warrants
and rights
1,512,920
—
1,512,920
N/A
N/A
N/A
Number of
securities
remaining
available for
future
issuance under
equity
compensation
plans (excluding
securities
reflected in
column A)
3,854,829
—
3,854,829
Plan Category
Equity compensation plans approved by shareholders
Equity compensation plans not approved by
shareholders
Total
Table consists of the Garmin Ltd. 2000 Equity Incentive Plan, as amended and restated on June 27, 2010,
the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 7, 2019, the Garmin Ltd. Employee
Stock Purchase Plan, as amended and restated on June 7, 2019, and the Garmin Ltd. 2011 Non-Employee
Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019. The weighted-average exercise
price does not reflect the shares that will be issued upon the payment of outstanding awards of RSUs.
The Company has no knowledge of any arrangement, the operation of which may at a subsequent date
result in a change in control of the Company.
81
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information set forth in response to Item 404 of Regulation S-K under the heading “Proposal 5 – Re-
election of six directors - Compensation Committee Interlocks and Insider Participation; Certain Relationships” in
the Proxy Statement is incorporated herein by reference in partial response to this Item 13.
The information set forth in response to Item 407(a) of Regulation S-K under the headings “Proposal 5 –
Re-election of six directors” in the Proxy Statement is hereby incorporated herein by reference in partial response
to this Item 13.
Item 14. Principal Accountant Fees and Services
The information set forth under the headings “Audit Matters -- Independent Registered Public Accounting
Firm Fees” and “Pre-Approval of Services Provided by the Independent Auditor” in the Proxy Statement is hereby
incorporated by reference in response to this Item 14.
82
PART IV
Item 15. Exhibits, and Financial Statement Schedules
(a)
List of Documents filed as part of this Report
(1) Consolidated Financial Statements
The consolidated financial statements and related notes, together with the reports of Ernst & Young LLP,
appear in Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.
(2) Schedule II Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable, are insignificant or the required
information is shown in the consolidated financial statements or notes thereto.
(3) Exhibits -- The following exhibits are filed as part of, or incorporated by reference into, this Annual
Report on Form 10-K:
EXHIBIT
NUMBER DESCRIPTION
3.1
Articles of Association of Garmin Ltd., as amended and restated on June 5, 2020 (incorporated by
3.2
4.1
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 8, 2020).
Organizational Regulations of Garmin Ltd., as amended on October 25, 2019 (incorporated by
reference to Exhibit 3.2 of the Registrant’s Amendment No.1 to Current Report on Form 8-K/A filed on
November 21, 2019).
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934.
10.1
Garmin Ltd. 2000 Equity Incentive Plan, as amended and restated on June 27, 2010 (incorporated by
reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).*
10.2
Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on June 7, 2019 (incorporated
by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 10, 2019).*
10.3
Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 7, 2019 (incorporated by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 10, 2019).*
10.4
10.5
10.6
10.7
10.8
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-
Swiss and non-Canadian grantees who are not executive officers (incorporated by reference to Exhibit
10.62 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2018).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for Swiss grantees (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report
on Form 10-Q filed on October 26, 2016).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for non-Swiss and non-Canadian grantees (incorporated by reference to Exhibit 10.60 of the
Registrant’s Annual Report on Form 10-K filed on February 21, 2018).*
Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on
February 15, 2019 (incorporated by reference to Exhibit 10.63 of the Registrant’s Annual Report on
Form 10-K filed on February 20, 2019).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2011 Non-Employee
Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019 (incorporated by
reference to Exhibit 10.64 of the Registrant’s Annual Report on Form 10-K filed on February 20,
2019).*
83
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
21.1
23.1
24.1
31.1
31.2
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for Canadian grantees (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly
Report on Form 10-Q filed on October 26, 2016).*
Form of Director and Officer Indemnification Agreement entered into between Garmin Ltd. and each
of its Directors and Executive Officers (incorporated by reference to Exhibit 10.1 of the Registrant’s
Current Report on Form 8-K filed on August 8, 2014).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss
grantees who are executive officers (incorporated by reference to Exhibit 10.8 of the Registrant’s
Quarterly Report on Form 10-Q filed on October 26, 2016).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-
Swiss and non-Canadian grantees who are executive officers (incorporated by reference to Exhibit
10.61 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2018).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss
grantees who are not executive officers (incorporated by reference to Exhibit 10.9 of the Registrant’s
Quarterly Report on Form 10-Q filed on October 26, 2016).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss
grantees who are executive officers (incorporated by reference to Exhibit 10.1 of the Registrant’s
Current Report on Form 8-K filed on February 26, 2020).*
Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 21, 2016 (incorporated
by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26,
2016).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to
Canadian grantees who are not executive officers (incorporated by reference to Exhibit 10.10 of the
Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-
Swiss grantees who are executive officers (incorporated by reference to Exhibit 10.2 of the
Registrant’s Current Report on Form 8-K filed on February 26, 2020).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss
grantees who are not executive officers (incorporated by reference to Exhibit 10.3 of the Registrant’s
Current Report on Form 8-K filed on February 26, 2020).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to
Canadian grantees who are not executive officers (incorporated by reference to Exhibit 10.4 of the
Registrant’s Current Report on Form 8-K filed on February 26, 2020).*
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive
Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-
Swiss and non-Canadian grantees who are not executive officers (incorporated by reference to Exhibit
10.5 of the Registrant’s Current Report on Form 8-K filed on February 26, 2020).*
List of subsidiaries
Consent of Ernst & Young LLP
Power of Attorney (included in signature page)
Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
84
32.1
32.2
Exhibit
101.INS
Exhibit
101.SCH
Exhibit
101.CAL
Exhibit
101.LAB
Exhibit
101.PRE
Exhibit
101.DEF
Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema
Inline XBRL Taxonomy Extension Calculation Linkbase
Inline XBRL Taxonomy Extension Label Linkbase
Inline XBRL Taxonomy Extension Presentation Linkbase
Inline XBRL Taxonomy Extension Definition Linkbase
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.
(b) Exhibits
The exhibits listed on the accompanying Exhibit Index in Item 15(a)(3) are filed as part of, or are
incorporated by reference into, this Annual Report on Form 10-K.
(c)
Financial Statement Schedules
Reference is made to Item 15(a)(2) above.
Item 16. Form 10-K Summary
None.
85
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Garmin Ltd. and Subsidiaries
(In thousands)
Description
Year ended December 25, 2021
Deducted from asset accounts
Allowance for doubtful accounts
Valuation allowance - Deferred Tax
Asset
Total
Year ended December 26, 2020
Deducted from asset accounts
Allowance for doubtful accounts
Valuation allowance - Deferred Tax
Asset
Total
Year ended December 28, 2019
Deducted from asset accounts
Allowance for doubtful accounts
Valuation allowance - Deferred Tax
Asset
Total
Additions
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Balance at
End of
Period
Deductions
$ 11,086
$ (1,290)
$ —
$ (2,716)
$ 7,080
10,853
$ 21,939
4,797
$ 3,507
—
$ —
(92)
$ (2,808)
15,558
$ 22,638
$ 6,754
$ 5,259
4,562
$ 11,316
6,912
$ 12,171
$ 5,487
$ 2,029
4,568
$ 10,055
1,556
$ 3,585
$ —
—
$ —
$ —
—
$ —
$ (927)
$ 11,086
(621)
$ (1,548)
10,853
$ 21,939
$ (762)
$ 6,754
(1,562)
$ (2,324)
4,562
$ 11,316
86
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 to be signed on its behalf by the undersigned, thereunto duly authorized.
GARMIN LTD.
By
/s/ Clifton A. Pemble
Clifton A. Pemble
President and Chief Executive Officer
Dated: February 16, 2022
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and
appoints Clifton A. Pemble and Douglas G. Boessen and Andrew R. Etkind, and each of them, as his attorney-in-
fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual 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 report on Form 10-K has been
signed below by the following persons on behalf of the registrant and in the capacities indicated on February 16,
2022.
/s/ Clifton A. Pemble
Clifton A. Pemble
Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Douglas G. Boessen
Douglas G. Boessen
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Min H. Kao
Min H. Kao
Executive Chairman
/s/ Joseph J. Hartnett
Joseph J. Hartnett
Director
/s/ Charles W. Peffer
Charles W. Peffer
Director
/s/ Jonathan C. Burrell
Jonathan C. Burrell
Director
/s/ Catherine A. Lewis
Catherine A. Lewis
Director
87
Garmin Ltd.
2021 Form 10-K Annual Report
Exhibit Index
The following exhibits are attached hereto. See Part IV of this Annual Report on Form 10-K for a complete
list of exhibits.
Exhibit
Number
4.1
21.1
23.1
31.1
31.2
32.1
32.2
Document
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934
List of subsidiaries
Consent of Ernst & Young LLP
Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Exhibit 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema
Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase
Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
88
EXHIBIT 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
The following summary describes the registered shares, par value 0.10 Swiss Francs each
(“Registered Shares”), of Garmin Ltd. (the “Company,” “we,” “our,” “us,” and “our”), which are the only
securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended.
The following description of our Registered Shares is a summary and does not purport to be
complete. It is subject to and qualified in its entirety by reference to our Articles of Association (the “Articles
of Association”) and our Organizational Regulations (the "Organizational Regulations"), each of which are
incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a
part. We encourage you to read our Articles of Association, our Organizational Regulations and the
applicable provisions of Swiss law, for additional information.
Issued Share Capital
As of February 16, 2022, the Company has issued 198,077,418 Registered Shares. The
198,077,418 issued Registered Shares are fully paid.
Authorized Share Capital and Conditional Share Capital
The Company further has two types of share capital that provide for the authority of the Company
to issue additional Registered Shares without further shareholder approval: (1) the authorized share capital
and (2) the conditional share capital:
(1)Authorized Share Capital
Our Articles of Association currently provide for authorized share capital that authorizes the board
of directors to issue up to 19,807,741 new Registered Shares, at any time until June 5, 2022 and thereby
increase the share capital, without obtaining additional shareholder approval. The board of directors is
authorized to limit or withdraw the pre-emptive rights of shareholders with respect to such shares in certain
defined circumstances, including if the shares are to be issued for the acquisition of an enterprise. After
June 5, 2022, authorized share capital will be available to the board of directors for issuance of additional
Registered Shares only if such authorization has been approved again by the shareholders at a
shareholders’ meeting. Each such authorization may last for up to two years. There is no concept under
Swiss law of “blank check” preferred shares. Any preferential rights of individual classes of shares must be
specifically approved by shareholders and set forth in the Articles of Association, rather than determined
by the board of directors. Under Swiss law, the board of directors of the Company may not create shares
with increased voting powers without a resolution of the general meeting of shareholders passed by at least
two-thirds of the votes represented at such meeting and an absolute majority of the par value of the shares
represented. The shareholders at a shareholders’ meeting may create preferred shares with a resolution
passed by the majority of the votes cast (excluding unmarked, invalid and non-exercisable votes (which
includes broker non-votes)).
(2)Conditional Share Capital
The Company has a conditional share capital authorizing the Company to issue up to 99,038,709
Registered Shares.in connection with the exercise of option rights granted to employees and/or members
of the board of directors of the Company or group companies. Preferential subscription rights of existing
shareholders are excluded in connection with the issuance of new Registered Shares out of the conditional
share capital. Unlike the authorized share capital, the conditional share capital is not limited in time.
1
Voting Rights
Each Registered Share carries one vote at a general meeting of shareholders. Voting rights may
be exercised by shareholders registered in the Company's share register (including nominees), by an
individually appointed proxy representing shareholders or nominees, or by the independent voting rights
representative elected by shareholders at the Company's annual general meetings in accordance with the
voting instructions given by shareholders or nominees. Treasury shares, whether owned by the Company
or one of its majority-owned subsidiaries, are not be entitled to vote at general meetings of shareholders
(but are, unless otherwise resolved by our shareholders at a general meeting, entitled to the economic
benefits generally associated with the shares).
Pursuant to Swiss law and pursuant to the Articles of Association, the shareholders acting at a
shareholders’ meeting have the exclusive right to determine the following matters:
adoption and amendment of the Articles of Association, subject to minor formal exceptions;
determination of the number of members of the board of directors as well as their appointment
and removal;
election and removal of the chair of the board of directors;
election and removal of the members of the compensation committee of the board of directors;
election and removal of the independent voting rights representative;
appointment and removal of the auditors;
approval of the annual report of the board of directors and the approval of the annual financial
statements and the group financial statements;
the allocation of profits or losses shown in the balance sheet, in particular the determination of
dividends and the profit share of the board of directors;
approval of the maximum aggregate compensation of the board of directors and executive
management;
discharge of the members of the board of directors and the persons entrusted with management;
approval of Business Combinations (as defined in the Articles of Association) unless such
approval is covered by the inalienable powers of another corporate body; and
any other resolutions that are submitted to a general meeting of shareholders pursuant to law
or the Articles of Association.
Pursuant to the Articles of Association, the shareholders generally pass resolutions and votes with
a majority of the votes cast (excluding unmarked, invalid and non-exercisable votes (which include broker
non-votes)) unless otherwise provided by Swiss law or the Articles of Association.
Swiss law and/or the Articles of Association require the affirmative vote of at least two-thirds of the
shares represented at a general meeting and an absolute majority of the par value of such shares to
approve certain key matters materially impacting shareholders, including the amendment to or the
modification of the Company's purposes, as stated in the Articles of Association, the creation of shares with
privileged voting rights and the restriction on the transferability of Registered Shares, among other things.
Pursuant to the Articles of Association, the presence of shareholders, in person or by proxy, holding
at least a majority of the total number of shares entitled to vote at the meeting, whether such shares are
represented at the meeting or not, is a quorum for the transaction of business.
2
Dividend Rights
Under Swiss law, dividends may be paid out only if the Company has sufficient distributable profits
from the previous fiscal year or if the Company has freely distributable reserves (including contribution
reserves, which are also referred to as additional paid-in capital), each as will be presented on the audited
annual stand-alone statutory balance sheet of the Company. The shareholders must approve distributions
of dividends with a majority of the votes cast (excluding unmarked, invalid and non-exercisable votes (which
includes broker non-votes)). The board of directors may propose to the shareholders at a shareholders’
meeting that a dividend be paid but cannot itself authorize the dividend.
Payments out of share capital (in other words, the aggregate par value of the registered share
capital) in the form of dividends are not allowed; however, payments out of registered share capital may be
made by way of a par value reduction. Such a par value reduction requires the approval of shareholders
holding a majority of the votes cast at the general meeting of shareholders (not counting abstentions and
blank or invalid ballots). A special audit report must confirm that claims of creditors remain fully covered
despite the reduction in the share capital recorded in the commercial register. Upon approval by the general
meeting of shareholders of the capital reduction, the board of directors must give public notice of the par
value reduction resolution in the Swiss Official Gazette of Commerce three times and notify creditors that
they may request, within two months of the third publication, satisfaction of or security for their claims.
Liquidation Rights
Under Swiss law, unless otherwise provided for in the Articles of Association, any surplus arising
out of liquidation, after the settlement of all claims of all creditors, will be distributed to shareholders in
proportion to the paid-up par value of Registered Shares held, with due regard to the preferential rights of
individual classes of shares, and subject to Swiss withholding tax requirements.
Other Rights and Preferences
Except as noted under “Authorized Share Capital” above, Company shareholders generally will
have preemptive rights to purchase newly issued securities of the Company. The shareholders may, by a
resolution passed by at least two-thirds of the votes represented at a general meeting and the absolute
majority of the par value of the shares represented, withdraw or limit the preemptive rights for valid reasons
(such as a merger or acquisition).
Swiss law limits a company’s ability to hold or repurchase its own shares. The Company may only
repurchase shares if and to the extent that sufficient freely distributable reserves are available, as described
above. Generally, the aggregate par value of all shares held by the Company and its subsidiaries may not
exceed 10% of the registered share capital of the Company. However, the Company may repurchase its
own shares beyond the statutory limit of 10% if the shareholders have passed a resolution at a general
meeting of shareholders authorizing the board of directors to repurchase shares in an amount in excess of
10% and the repurchased shares are dedicated for cancellation. Any shares repurchased pursuant to such
an authorization will then be cancelled at a general meeting of shareholders upon the approval of
shareholders holding a majority of the votes cast at the general meeting.
The Company does not have a shareholder rights plan. Rights plans generally discriminate in the
treatment of shareholders by imposing restrictions on any shareholder who exceeds a level of ownership
interest without the approval of the board of directors. Anti-takeover measures, such as rights plans that
are implemented by the board of directors, would generally be restricted under Swiss corporate law by the
principle of equal treatment of shareholders and the general rule that new shares may only be issued based
on a shareholders’ resolution.
Under Swiss law, each shareholder is entitled to file an action for damage caused to the Company.
The claim of the shareholder is for performance to the Company. If the shareholder, based upon the factual
and legal situation, had sufficient cause to file an action, the judge has discretion to impose on the Company
all costs the plaintiff incurred in prosecuting the action.
3
Shareholders who suffer a direct loss due to an intentional or grossly negligent breach of a member
of the board of director’s or officer’s duties may sue in their personal capacity for monetary compensation.
Business Combinations
Business combinations and other transactions that are binding on all shareholders are governed by
the Swiss Merger Act. A merger or demerger requires that at least two-thirds of the votes represented at
the general meeting of shareholders and the absolute majority of the par value of shares represented vote
in favor of the transaction. If a transaction under the Swiss Merger Act receives the necessary shareholder
approvals as described above, all shareholders would be compelled to participate in the transaction.
In case of a merger or demerger subject to Swiss law, the Swiss Merger Act provides that if the equity
rights have not been adequately preserved or compensation payments in the transaction are unreasonable,
a shareholder may request a competent court to determine a reasonable amount of compensation. The
action for review must be filed within two months of the date of publication of the shareholders’ approval of
the merger or demerger. The court’s decision will apply to all parties who are in a similar position as the
requesting shareholder. The costs of the proceedings must be assumed by the acquirer.
Swiss law generally does not prohibit business combinations with interested shareholders. However,
in certain circumstances, shareholders and members of the board of directors of Swiss companies, as well
as certain persons associated with them, must refund any payments they receive that are not made on an
arm’s length basis and if the recipient of the payment acted in bad faith.
Limitations on Ability of Shareholders to Act by Written Consent or Call Extraordinary Meeting
Swiss law does not permit shareholders to act by written consent in lieu of a general meeting of
shareholders. An extraordinary general meeting of the Company may be called upon the resolution of the
board of directors or, under certain circumstances, by the auditor. Liquidators and representatives of bond
creditors are also entitled to call a general meeting of the shareholders. In addition, Swiss law provides that
the board of directors is required to convene an extraordinary general meeting of shareholders if so resolved
by the general meeting of shareholders, or if so requested by one or more shareholders holding an
aggregate of at least 10% of the share capital recorded in the commercial register or - according to leading
Swiss legal scholars – holding shares of the company with a par value of at least one million Swiss francs,
specifying, among other things, the items for the agenda and their proposals, or if it appears from the stand-
alone annual statutory balance sheet that half of the company’s share capital and statutory reserves are
not covered by the company’s assets.
Advance Notice of Shareholder Proposals
A shareholder of record can request in writing for an item to be put on the agenda for an annual
general meeting, provided that we receive such requests by the date that is 90 calendar days in advance
of the anniversary of the date that we filed our proxy statement for the previous year’s annual general
meeting with the SEC.
Listing
The Registered Shares are traded on The Nasdaq Stock Market LLC under the trading symbol
“GRMN.”
4
GARMIN LTD.
List of Subsidiaries of Company
EXHIBIT 21.1
Name of Subsidiary
AeroData, Inc.
Navionics Inc.
Vesper Marine, Inc.
Garmin International, Inc.
Garmin North America, Inc.
Garmin USA, Inc.
Garmin Realty, LLC
Garmin Insurance Services, LLC
Garmin Services, Inc.
AeroNavData, Inc.
Garmin AT, Inc.
Garmin Australasia Pty Ltd.
Garmin Austria GmbH
Garmin Austria Holding GmbH
Garmin Belux NV/SA
Garmin Brasil Tecnologias Para Aviação Ltda.
Garmin Canada, Inc.
Garmin Chile Limitada
Garmin China Co., Ltd.
Garmin China Shanghai Co., Ltd.
Garmin China Shanghai RHQ Co., Ltd.
Garmin China ChengDu Co., Ltd.
Garmin China Yangzhou Co., Ltd.
Garmin Hrvatska d.o.o.
Garmin Czech s.r.o
Garmin Nordic Denmark A/S
Garmin Danmark Ejendomme ApS
Garmin (Europe) Ltd.
Firstbeat Analytics Oy
Garmin Nordic Finland Oy
Garmin Nordic Finland Holding Oy
Garmin France SAS
Garmin Deutschland GmbH
Garmin Deutschland Beteiligungs GmbH
Garmin Würzburg GmbH
Tacx Germany GmbH
Garmin India Private Ltd.
Garmin Technologies Pvt. Ltd.
PT Garmin Indonesia Distribution
Garmin Italia S.r.l.
Navionics S.r.l.
Garmin Japan Ltd.
Garmin Luxembourg S.à r.l.
Garmin Luxembourg Holdings S.à r.l.
Garmin Comercializadora S. de RL de CV
Garmin Navigation Mexico S de RL de CV
Garmin Nederland B.V.
Tacx B.V.
Jurisdiction of Incorporation
Arizona
Delaware
Delaware
Kansas
Kansas
Kansas
Kansas
Kansas
Kansas
Missouri
Oregon
Australia
Austria
Austria
Belgium
Brazil
Canada (Alberta)
Chile
China
China
China
China
China
Croatia
Czech Republic
Denmark
Denmark
England
Finland
Finland
Finland
France
Germany
Germany
Germany
Germany
India
India
Indonesia
Italy
Italy
Japan
Luxembourg
Luxembourg
Mexico
Mexico
Netherlands
Netherlands
Tacx International B.V.
Garmin New Zealand Ltd.
Garmin Australasia New Zealand Branch
Vesper International Limited
Vesper Marine Limited
Garmin Nordic Norway AS
Garmin Nordic Norway Holding AS
Garmin Polska sp. z o.o.
Garmin Wroclaw sp. z o.o
Garmin Cluj SRL
Garmin, trgovina in servis, d.o.o.
Garmap (Pty) Ltd.
Garmin Africa Holdings (Pty) Ltd.
Garmin Southern Africa (Pty) Ltd.
Garmin Korea Ltd.
Garmin Iberia S.A.
Garmin Spain S.L.U.
Garmin Singapore Pte. Ltd
Garmin Nordic Sweden AB
Garmin Sweden Technologies AB
Easyhunt AB
Garmin Switzerland GmbH
Garmin Switzerland Distribution GmbH
Garmin Corporation
Garmin (Thailand) Ltd.
Garmin Vietnam Ltd.
Netherlands
New Zealand
New Zealand
New Zealand
New Zealand
Norway
Norway
Poland
Poland
Romania
Slovenia
South Africa
South Africa
South Africa
South Korea
Spain
Spain
Singapore
Sweden
Sweden
Sweden
Switzerland
Switzerland
Taiwan
Thailand
Vietnam
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-189178) pertaining to the Garmin Ltd. 2005 Equity Incentive
Plan;
(2) Registration Statement (Form S-8 No. 333-179801) pertaining to the Garmin Ltd. 2011 Non-Employee
Directors' Equity Incentive Plan;
(3) Registration Statement (Form S-8 No. 333-124818) pertaining to the Garmin International, Inc. 401(k)
and Pension Plan;
(4) Registration Statement (Form S-8 No. 333-125717) pertaining to the Garmin Ltd. Amended and
Restated 2005 Equity Incentive Plan;
(5) Registration Statement (Form S-8 No. 333-51470) pertaining to the Garmin Ltd. Amended and Restated
Employee Stock Purchase Plan, Garmin Ltd. Amended and Restated 2000 Equity Incentive Plan,
Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan;
(6) Registration Statement (Form S-8 No. 333-52766) pertaining to the Garmin International, Inc. 401(k)
and Pension Plan;
(7) Registration Statement (Form S-8 No. 333-149450) pertaining to the Garmin International, Inc. 401(k)
and Pension Plan;
(8) Registration Statement (Form S-8 No. 333-205945) pertaining to the Garmin Ltd. Employee Stock
Purchase Plan; and
(9) Registration Statement (Form S-8 No. 333-232086) pertaining to the Garmin Ltd. Employee Stock
Purchase Plan, as Amended and Restated on June 7, 2019
of our reports dated February 16, 2022, with respect to the consolidated financial statements and schedule of
Garmin Ltd. and Subsidiaries, and the effectiveness of internal control over financial reporting of Garmin Ltd. and
Subsidiaries, included in this Annual Report (Form 10-K) of Garmin Ltd. for the year ended December 25, 2021.
/s/ Ernst & Young LLP
Kansas City, Missouri
February 16, 2022
EXHIBIT 31.1
I, Clifton A. Pemble, certify that:
1. I have reviewed this report on Form 10-K of Garmin Ltd.;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, 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;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date:February 16, 2022
By/s/ Clifton A. Pemble
Clifton A. Pemble
President and Chief
Executive Officer
EXHIBIT 31.2
I, Douglas G. Boessen, certify that:
1. I have reviewed this report on Form 10-K of Garmin Ltd.;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, 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;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date:February 16, 2022
By/s/ Douglas G. Boessen
Douglas G. Boessen
Chief Financial Officer
EXHIBIT 32.1
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code), I, Clifton A. Pemble, President and Chief Executive Officer of Garmin
Ltd. (the “Company”) hereby certify that:
(1)
(2)
The Annual Report on Form 10-K for the year ended December 25, 2021 (the “Form 10-K”) of the
Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
the information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: February 16, 2022
/s/ Clifton A. Pemble
Clifton A. Pemble
President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code), I, Douglas G. Boessen, Chief Financial Officer of Garmin Ltd. (the
“Company”) hereby certify that:
(1)
(2)
The Annual Report on Form 10-K for the year ended December 25, 2021 (the “Form 10-K”) of the
Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
the information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: February 16, 2022
/s/ Douglas G. Boessen
Douglas G. Boessen
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.