Garmin

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 31, 2022
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.  ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing 
reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by 
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

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 25, 2022 (based on the closing price of the registrant's common 
shares on the New York Stock Exchange for June 24, 2022) was approximately $15,461,000,000.

Number of shares outstanding of the registrant’s common shares as of February 17, 2023:

Registered Shares, CHF 0.10 par value – 191,359,482 (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
Company's Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders which will be filed no later than 120 days 
after December 31, 2022.

Part of Form 10-K into 
which Incorporated
Part III

Garmin Ltd.

2022 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.
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

Financial Statements and Supplementary Data

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. 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  266  million  products,  which  included  more  than  15  million  products  delivered  during 
fiscal 2022.

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,  solar 
charging, and Garmin Pay™ contactless payment.

• Cycling Products: Garmin cycling products include cycling computers (with solar charging on the latest 
models),  power  meters,  bike  radars,  cameras,  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, Lily® series, and Bounce™ 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, LTE connectivity, 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, blood pressure 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.

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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,  Epix™  series,  Instinct® 
series, tactix® series, the Enduro™ series, the Descent™ series, and the MARQ® collection. The fēnix 
and Epix series offer 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,  as  well  as  Garmin  Pay™.  The  fēnix  series  also  offers  solar  charging 
depending on model, while the Epix series features a vivid, always-on AMOLED display. The Instinct 
series offers a rugged and reliable outdoor GPS smartwatch with built-in sports apps, heart rate sensor, 
smart  connectivity,  wellness  data,  as  well  as  analog  movement  and  solar  charging,  depending  on 
model. The tactix series provides preloaded full-color topographical maps and tactical-inspired features, 
and solar charging, depending on model. The Enduro series offers additional battery and solar charging 
enhancements to extend battery life, along with advanced training features and competition modes 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, integrated air pressure monitoring, and 
solar charging, depending on model. The MARQ series is a collection of luxury smart tool watches with 
premium materials and features unique to each watch.

• 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, weather forecasts, and S.O.S. capabilities while anywhere in the world. These 
S.O.S. capabilities are supported 24/7 by our professionally trained associates at Garmin Response, 
our global emergency response coordination center.

• 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 43,000 preloaded worldwide golf courses are available to be utilized on 
certain Garmin 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 
provides 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 43,000 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 aircraft 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 as well as oil and gas missions, to name a few.

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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 the rapidly evolving Advanced Air Mobility / 
eVTOL space. 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 business arenas.

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.

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•

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. Garmin’s cartography features 
the patented Auto Guidance+™ routing technology.

•

•

•

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. 
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.

•

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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.

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• 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, autopilot functions, and solar charging, depending on model. 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, POLAR tables, 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, offering 
premium  sound  quality  and  supporting  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.

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:  Tread®  is  a  line  of  rugged,  all-terrain  navigators  with  mapping  specific  for  off-road 

guidance for overlanding, off-roading, and Baja racing.

• Motorsports:  The  Garmin  Catalyst™  is  an  industry-first  racing  coach  and  driving  performance 

optimizer.

9

• 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. The Garmin Dash Cam Live product also offers LTE connectivity, 
enabling  anytime  access  to  live  view  and  videos  saved  to  Garmin  Vault  cloud  storage  through  the 
Garmin  Drive™  mobile  app.  Dash  cams  are  offered  as  compact,  standalone  cameras  that  can  be 
mounted  to  a  car  windshield  or  are  integrated  into  various  navigators.  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 domain controllers and infotainment units that provide 
a broad range of functionality, to integrated cameras, in cabin monitoring and gaming 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 variety of 
indirect distribution channels, including a large worldwide network of independent retailers, dealers, distributors, 
installation and repair shops, as well as original equipment manufacturers (OEMs). We also sell our products and 
services directly through our online webshop (garmin.com), subscriptions for connected services, and our own retail 
stores. During 2022, the Company’s net sales through its direct distribution channels accounted for greater than 
10% of total net sales. Marketing support is provided geographically from Garmin’s offices around the world.

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, SRAM, Suunto, Wahoo Fitness, Whoop, Xiaomi, Zepp Health, and Zwift. 
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.,  Jeppesen 
(Boeing), L-3 Avionics Systems, Collins Aerospace (Raytheon), Safran, Thales, and Universal Avionics Systems 
Corporation. For marine products, Garmin believes that its principal competitors are Furuno, Johnson Outdoors, 
Navico  (Brunswick),  and  Raymarine  (Teledyne).  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  (Samsung),  Mitsubishi,  and 
Panasonic. 

10

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 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.

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, Poland, 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. 

11

Seasonality

Our net sales are subject to seasonal fluctuation. Sales of our fitness and outdoor 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 our marine and consumer 
auto products are generally higher in the second quarter. Sales in these segments 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 5, 2023, Garmin has been issued over 1,800 patents throughout the world and holds more 
than 1,080 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.

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, Poland, 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.

12

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 31, 2022, the Company had approximately 19,700 full and part-time employees worldwide, 
of  whom  approximately  6,600  were  in  the  Americas  region,  10,500  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 5,500 people worldwide as of December 31, 
2022. Garmin’s manufacturing staff, which numbered approximately 8,900 people worldwide as of December 31, 
2022,  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.

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 compensation, savings 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 students in underrepresented groups, which we believe benefits not only our company but the overall 
industry.

13

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 and services 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 replicate certain features offered by our products and 
services or respond more rapidly to 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. 

Maturation or contraction of the market for wearable devices or categories of these devices could adversely 
affect our revenue and profits.

We have experienced periods of annual growth in sales and profits in our outdoor and fitness segments, 
which have benefited from increased sales of wearable devices. However, we have recently experienced declines 
in sales and profits in our fitness segment. 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.

14

We have made and expect to continue making significant investments in the auto OEM operating segment, 
which  will  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 have invested significantly in facilities, research and development, and other operating 
expenses  and  expect  to  continue  doing  so.  Operating  margins  associated  with  these  auto  OEM  programs  will 
negatively impact consolidated operating 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 past and future 
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.

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. 

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 could continue to have, significant impacts on our business. The 
COVID-19 pandemic continues to 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.

15

Demand for certain of our products has been, and may continue to be, affected in several ways by COVID-
19,  or  any  future  pandemic,  epidemic  or  outbreak  of  any  other  highly  infectious  disease.  Some  consumers  and 
OEM customers 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. While we experienced increased demand for 
certain of our products in prior periods during the COVID-19 pandemic, there has been and may continue to be a 
decline in demand for certain of our products 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. 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.

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 COVID-19, or any future pandemic, epidemic or outbreak of any other highly infectious 
disease.  There  are  further  unknown  risks  and  impacts  due  to  the  uncertainty  and  rapidly  evolving  nature  of  a 
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.

16

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 our foreign 
currency-denominated  sales.  The  weakening  of  foreign  currencies  relative  to  the  U.S.  Dollar  has  had  and  may 
continue to have a significant adverse effect on our revenue, gross margin, and profitability, or may cause us to 
raise  international  pricing,  which  has  reduced  and  may  continue  to  reduce  demand  for  certain  of  our  products. 
Conversely, a strengthening of certain foreign currencies relative to the U.S. Dollar would increase product costs 
and operating expenses denominated in those currencies, which could materially adversely affect 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. 

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 and suppliers based in 
Taiwan 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 and suppliers based 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.

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 change 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.

17

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 would 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 increased, 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 certain 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.

18

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. 

The  demand  for  our  products  depends  on  many  factors  and  may  be  difficult  to  forecast  due  to  our 
increasingly diverse product portfolio, intensifying competition in the markets for our products, and the maturing of 
markets for some of our products. Significant unanticipated fluctuations in demand have caused and could in the 
future cause the following challenges to 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.
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.

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 have a material adverse impact on our income 
tax provision, net income and 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 have a material 
adverse impact on 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.

19

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.

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. 

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. 

20

The value of our products relies substantially on our technical innovation in fields in which there are many 
patent filings. Third parties have claimed and may in the future claim that we or our customers (some of whom are 
indemnified  by  us)  are  infringing  their  intellectual  property  rights.  For  example,  individuals  and  groups  have 
purchased  and  may  in  future  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 and at 
the present time cost-effective insurance is not available. 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. 

Our  products  and  services  may  be  affected  by  design  and  manufacturing  defects  that  could  materially 
adversely affect our business, financial condition, and results of operations. 

Our products and services, or those of our OEM customers in which our products are installed, could be 
affected by design and manufacturing defects. There can be no assurance we will be able to detect and fix all issues 
and  defects  in  our  products  and  services,  and  may  have  limited  ability  to  respond  to  those  impacting  our  OEM 
customers. Failure to do so can result in recalls, product replacements or modifications, reputational harm, and 
significant warranty and other expenses, which could have a material adverse impact on our business, financial 
condition and results of operations.

If our products malfunction or contain errors or defects, we could also 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 litigation or 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. 

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.

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. 

21

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. 

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 United States 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.

22

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.

Natural  disasters,  catastrophic  events,  or  climate  change  and  associated  requirements  and  pressures 
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 or our customers and affect the demand for our products. 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 related regulatory and legislative measures, 
requirements  of  our  OEM  customers  or  other  strategic  partners,  and  evolving  societal  pressures,  including 
pressures  to  reduce  the  carbon  footprint  of  aviation.  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, the regulatory environment, or societal pressures 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.

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. 

23

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. 

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  1  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. 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  segment  facilities  are  being 
modernized, software updates can cause problems. We depend on public access to open technical specifications 
in advance of GPS updates.

24

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.

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,  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.

25

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 2022, the closing 
price of our shares ranged from a low of $78.47 to a high of $136.71. 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, 2023, 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.

26

 
We have limited capital reserves from which to make distributions without subjecting our shareholders to 
Switzerland withholding tax.

As  of  December  31,  2022,  we  had  CHF  4,279  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.

27

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 and supported for North, Central and South America. The 1,990,000 square feet includes a 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  a  nominal  sum.  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 consumer 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.

28

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 31, 2022 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 9, 2023. 

Dr. Min H. Kao, age 74, 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 57, 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 60, 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 67, 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.

29

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. 

30

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, 2023, there were 
288 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.

Issuer Purchases of Equity Securities

Share repurchase activity during the 14-week period ended December 31, 2022, summarized on a trade-

date basis, was as follows (in thousands, except per share amounts):

Period
September 25, 2022 - October 22, 2022
October 23, 2022 - November 19, 2022
November 20, 2022 - December 31, 2022
Total

Total Number 
of Shares 
Purchased (1)

Average Price 
Paid Per 
Share (2)

$
$
$

516
161
395

1,072

81.61
88.18
92.30

Total Number of 
Shares Purchased 
as Part of Publicly 
Announced Plans 
or Programs

Approximate Dollar 
Value of Shares 
That May Yet Be 
Purchased Under 
the Program

$
$
$

516
161
395

1,072

144,161
129,992
93,477

(1) The Board of Directors approved a share repurchase program on April 22, 2022 (the "Program"), authorizing the 
Company to purchase up to $300 million of its common shares as determined by management at its discretion. 
Share repurchases may be made in the open market or in privately negotiated transactions, including under plans 
complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. 
The timing and volume of share repurchases are subject to market conditions, business conditions and applicable 
laws, and are at management’s discretion. The Program does not require the purchase of any minimum number of 
shares  and  may  be  suspended  or  discontinued  at  any  time.  The  share  repurchase  authorization  expires  on 
December 29, 2023. See Note 8 in Part II, Item 8 of this Annual Report for additional information related to share 
repurchases.

(2) Average price paid per share includes costs associated with the repurchases.

31

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  and  the  S&P  500  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 30, 2017 (“12/30/17”) to December 31, 2022 (“12/31/22”).

Garmin Ltd.
NASDAQ Composite
S&P 500

12/30/17
100.00
100.00
100.00

12/29/18
108.96
97.16
95.62

12/28/19
175.38
132.81
125.72

12/26/20
219.47
192.47
148.85

12/25/21
250.08
235.15
191.58

12/31/22
176.81
158.65
156.89

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Item 6.

[Reserved]

32

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 31, 
2022  and  December 25,  2021.  Discussion  regarding  our  results  of  operations  for  the  fiscal  year  ended 
December 26,  2020  and  a  year-to-year  comparison  between  the  fiscal  years  ended  December 25,  2021  and 
December 26,  2020  can  be  found  in  Item  7  of  our  Annual  Report  on  Form  10-K  for  the  fiscal  year  ended 
December 25, 2021.

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 year 
2022 contained 53 weeks and fiscal years 2021 and 2020 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. During 2022, 
2021,  and  2020,  Garmin  was  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 represented reportable segments during 
2022, 2021, and 2020. The consumer auto and auto OEM operating segments, which serve the auto market, did 
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.

Business Environment Update

A number of headwinds including high inflation, rising interest rates, and the strengthening of the U.S. Dollar 
relative to other major currencies affected the economic environment and consumer behaviors in 2022. Additionally, 
while 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 current environment, including Russia’s 
invasion of Ukraine and the lingering impacts of the COVID-19 pandemic. We expect certain of these challenges to 
persist into 2023.

33

While Russia’s invasion of Ukraine has not had a material direct impact on our business, and our related 
direct exposure is limited, the nature and degree of the effects of that conflict, as well as the other effects of the 
current business environment over time remain 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 1 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 represent 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.

34

Accounting Terms and Characteristics

Net Sales

Our net sales are primarily generated through sales to our retail partners, dealer and distributor network, 
installation  and  repair  shops,  original  equipment  manufacturers  (OEMs),  our  online  webshop  (garmin.com), 
subscriptions for connected services, and our own retail stores. Refer to the Revenue Recognition discussion in 
Note 1 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 Goods Sold and 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 consolidated gross margin, representing gross profit as 
a percentage of net sales, 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.

35

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. 

Results of Operations

In the first quarter of fiscal 2022 the Company refined the methodology used in classifying certain indirect 
costs as research and development expense, which we believe provides a more meaningful representation of costs 
incurred to support research and development activities.

Additionally, in the first quarter of fiscal 2022 the methodology used to allocate certain selling, general, and 
administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide 
the Company’s CODM with a more meaningful representation of segment profit or loss. The Company’s composition 
of operating segments and reportable segments did not change at that time.

These changes in classification and allocation had no effect on the Company’s consolidated operating or 
net  income.  The  amounts  presented  below  for  selling,  general,  and  administrative  expense,  research  and 
development expense, segment operating expense, and segment operating income for the 52-week periods ended 
December 25, 2021 and December 26, 2020 have been recast to conform with the current period presentation.

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):

53-Weeks Ended
December 31, 2022

52-Weeks Ended
December 25, 2021

52-Weeks Ended
December 26, 2020

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%
16%
17%
37%
21%
1%
22%
2%
20%

100%
42%
58%

3%
14%
16%
34%
24%

—%

24%
3%
22%

100%
41%
59%

4%
15%
16%
34%
25%
1%
26%
2%
24%

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.

36

53-Weeks Ended December 31, 2022

Net sales
Cost of goods sold
Gross profit

Fitness
$ 1,109,419
557,002
552,417

Outdoor
$ 1,495,167
525,357
969,810

Aviation

Marine

$

792,799
219,736
573,063

$

903,983
412,526
491,457

$

Total
Auto
558,918
338,890
220,028

Auto

Consumer
Auto

Auto
OEM

$

$

275,108
145,510
129,598

283,810
193,380
90,430

Total operating expenses

447,679

413,362

359,877

276,153

281,859

112,765

169,094

Operating income (loss)

$

104,738

$

556,448

$

213,186

$

215,304

$

(61,831)

$

16,833

$

(78,664)

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

Consumer
Auto

Auto
OEM

$

$

324,731
170,906
153,825

254,724
181,383
73,341

Total operating expenses

454,124

358,715

326,633

245,529

286,838

105,478

181,360

Operating income (loss)

$

359,201

$

476,122

$

193,188

$

249,781

$

(59,672)

$

48,347

$

(108,019)

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

Consumer
Auto

Auto
OEM

$

$

275,493
135,629
139,864

184,833
118,135
66,698

Total operating expenses

392,256

301,580

306,400

207,266

219,594

94,831

124,763

Operating income (loss)

$

305,283

$

438,197

$

146,608

$

177,184

$

(13,032)

$

45,033

$

(58,065)

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

53-Weeks Ended 
December 31, 2022
1,109,419
$

23%

1,495,167

31%

792,799

16%

903,983

19%

558,918

11%

275,108

6%

283,810

6%

Year-over-
Year Change

52-Weeks Ended 
December 25, 2021
1,533,788

Year-over-Year 
Change

52-Weeks Ended 
December 26, 2020
1,317,498

16% $

(28%) $

17%

11%

3%

(4%)

(15%)

11%

31%

1,281,933

26%

712,468

14%

875,151

17%

579,455

12%

324,731

7%

254,724

5%

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%

$

4,860,286

(2%) $

4,982,795

19% $

4,186,573

Net sales decreased 2% in fiscal year 2022 when compared to the year-ago period primarily due to the 
strengthening of the U.S. Dollar relative to other major currencies. Total unit sales decreased approximately 9% to 
15.0 million units in 2022 from 16.6 million units in 2021, which differs from the percent change in revenue primarily 
due to shifts in segment and product mix. Outdoor revenue represented the largest portion of our revenue mix at 
31% in 2022, compared to Fitness at 31% in 2021.

The increase in outdoor revenue was driven by sales growth across multiple product categories, led by 
adventure watches. Aviation revenue increased due to contributions from both aftermarket and OEM categories. 
The increase in marine revenue was driven by sales growth in multiple categories, led by strong demand for our 
sonar products. Fitness revenue decreased due to declines across all product categories. Auto revenue decreased 
as  a  sales  decline  in  our  consumer  auto  products  more  than  offset  the  growth  from  auto  OEM  program  model 
launches.

37

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

53-Weeks Ended
December 31, 2022
552,417
$

50%

969,810

65%

573,063

72%

491,457

54%

220,028

39%

129,598

47%

90,430

32%

Year-over-Year 
Change

52-Weeks Ended
December 25, 2021
813,325

Year-over-Year 
Change

52-Weeks Ended
December 26, 2020
697,539

17% $

(32%) $

16%

10%

(1%)

(3%)

(16%)

23%

53%

834,837

65%

519,821

73%

495,310

57%

227,166

39%

153,825

47%

73,341

29%

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%

$

2,806,775

(3%) $

2,890,459

16% $

2,481,336

58%

58%

59%

Gross profit dollars in fiscal year 2022 decreased 3%, primarily due to the decrease in net sales compared 
to the year-ago period as described above. Consolidated gross margin was relatively flat when compared to the 
year-ago period.

Gross margin remained relatively flat within the outdoor, aviation, and consumer auto segments. The auto 
OEM  gross  margin  increase  of  310  basis  points  was  primarily  attributable  to  favorable  product  mix.  The  fitness 
gross  margin  decrease  of  320  basis  points  was  primarily  due  to  a  stronger  U.S.  Dollar  relative  to  other  major 
currencies in fiscal 2022 when compared to fiscal 2021. The marine gross margin decrease of 220 basis points 
was primarily due to sales mix.

Operating Expense

Operating Expense
Advertising Expense

Percentage of Total Net Sales

Selling, general, and 
administrative expenses

Percentage of Total Net Sales
Research and development 
expense

Percentage of Total Net Sales

Total
Percentage of Total Net Sales

53-Weeks Ended
December 31, 2022
168,040
$

3%

775,963

16%

834,927

17%

1,778,930

37%

$

Year-over-
Year Change

52-Weeks Ended
December 25, 2021
171,829

Year-over-
Year Change

52-Weeks Ended
December 26, 2020
151,166

14% $

(2%) $

8%

7%

6% $

3%

721,260

14%

778,750

16%

1,671,839

34%

16%

19%

17% $

4%

623,588

15%

652,342

16%

1,427,096

34%

Total operating expense as a percent of revenue increased 310 basis points due to an increase of 6% in 

absolute dollars in fiscal year 2022 compared to fiscal year 2021, while revenue declined, as discussed above.

Advertising expense as a percent of revenue was relatively flat and decreased 2% in absolute dollars when 
compared to the prior year. The total absolute dollar decrease was primarily attributable to decreased cooperative 
spend in the fitness segment.

Selling, general and administrative expense as a percent of revenue increased 150 basis points and 8% in 
absolute  dollars  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  as  a  percent  of  revenue  increased  160  basis  points  and  7%  in 
absolute dollars when compared to the year-ago period. The absolute dollar increase was primarily due to higher 
engineering personnel costs.

38

Operating Income

Operating Income (Loss)
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

53-Weeks Ended 
December 31, 2022
104,738
$

9%

556,448

37%

213,186

27%

215,304

24%

(61,831)

(11%)

16,833

6%

(78,664)

(28%)

Year-over-
Year Change

52-Weeks Ended 
December 25, 2021
359,201

Year-over-
Year Change

52-Weeks Ended 
December 26, 2020
305,283

18% $

(71%) $

17%

10%

(14%)

4%

(65%)

(27%)

23%

476,122

37%

193,188

27%

249,781

29%

(59,672)

(10%)

48,347

15%

(108,019)

(42%)

9%

32%

41%

358%

7%

86%

23%

438,197

39%

146,608

24%

177,184

27%

(13,032)

-3%

45,033

16%

(58,065)

(31%)

$

1,027,845

(16%) $

1,218,620

16% $

1,054,240

21%

24%

25%

Total operating income decreased 16% in absolute dollars and 330 basis points as a percent of revenue 
when compared to fiscal year 2021. The decrease as a percent of revenue was primarily due to higher operating 
expenses, while net sales declined, as described above. Decreases in operating income in fitness, marine, and 
consumer  auto  were  partially  offset  by  improved  performance  in  outdoor,  aviation  and  auto  OEM.  Auto  OEM 
experienced an operating loss in fiscal year 2022 driven by investments in auto OEM programs, and we expect 
auto OEM to experience an operating loss in 2023.

Other Income (Expense)

Other Income (Expense)
Interest income
Foreign currency (losses) gains
Other income
Total

53-Weeks Ended 
December 31, 2022

52-Weeks Ended 
December 25, 2021

52-Weeks Ended 
December 26, 2020

$

$

40,826
(11,274)
7,577
37,129

$

$

28,573
(45,263)
4,866
(11,824)

$

$

37,002
2,825
9,343
49,170

The average interest rate returns on cash and investments during the 53-weeks ended December 31, 2022 
and 52-weeks ended December 25, 2021 were 1.4% and 1.0%, respectively. Interest income increased primarily 
due to higher yields on fixed-income securities.

Foreign currency gains and losses for the Company are 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 $11.3 million currency loss recognized in fiscal 2022 was primarily due to the U.S. Dollar strengthening 
against the Australian Dollar, Polish Zloty, Chinese Yuan, Euro, Japanese Yen, and British Pound Sterling, partially 
offset by the U.S. Dollar strengthening against the Taiwan Dollar. During this period, the U.S. Dollar strengthened 
6.4% against the Australian Dollar, 7.1% against the Polish Zloty, 8.5% against the Chinese Yuan, 5.4% against 
the Euro, 12.7% against the Japanese Yen, and 9.6% against the British Pound Sterling, resulting in losses of $8.9 
million, $6.0 million, $5.8 million, $5.1 million, $3.7 million, and $1.9 million, respectively, partially offset by the U.S. 
Dollar strengthening 9.7% against the Taiwan Dollar, resulting in a gain of $28.0 million. The remaining net currency 
loss of $7.9 million was related to the impacts of other currencies, each of which was individually immaterial.

The $45.3 million currency gain 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.

39

Income Tax Provision

Income tax expense for the fiscal year ended December 31, 2022 was $91.4 million compared to income 
tax expense of $124.6 million for the fiscal year ended December 25, 2021, representing a net decrease of $33.2 
million. The decrease was primarily due to income mix by jurisdiction and an increase in U.S. tax deductions and 
credits in the fiscal year ended December 31, 2022 compared to the fiscal year ended December 25, 2021.

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 2022 
resulting in $7.2 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. 
Excluding the aforementioned $7.2 million income tax expense in fiscal 2022, income tax expense for fiscal year 
2022 was $84.2 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. However, we are unable to predict the outcome of the final advanced pricing agreement 
and related negotiations, which could have a material adverse impact on our income tax provision, net income and 
cash  flows  for  periods  during  negotiation  and  upon  finalization.  At  the  end  of  the  license  agreement,  a  higher 
percentage of income will be recognized in the United States.

Numerous countries have signed the OECD global minimum tax initiative, 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. The passage of a minimum tax in Switzerland or other jurisdictions where we operate would result 
in  an  increase  in  the  tax  paid  by  the  Company  which  could  have  a  material  adverse  impact  on  our  income  tax 
provision and financial statements.

Net Income 

As a result of the various factors noted above net income decreased 10% to $973.6 million from $1,082.2 

million in the prior year. 

Liquidity and Capital Resources

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, fund share repurchases, 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.

Cash, Cash Equivalents, and Marketable Securities

As  of  December 31,  2022,  we  had  approximately  $2.7  billion  of  cash,  cash  equivalents  and  marketable 
securities.  Management  invests  idle  or  surplus  cash  in  accordance  with  the  investment  policy,  which  has  been 
approved by the Company’s Board of Directors. The investment policy’s primary objectives are 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  2022  and  2021  were  1.4%  and  1.0%, 
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 4 for additional information regarding marketable securities.

40

Cash Flows

Cash provided by operating activities totaled $788.3 million for fiscal 2022, compared to $1,012.4 million 
for  fiscal  2021.  The  decrease  was  primarily  due  to  a  higher  use  of  cash  on  purchases  of  inventory,  principally 
associated with the Company's strategy to optimize shipping methods and mitigate increased lead times for raw 
materials.  Additionally,  the  Company  used  more  cash  for  income  taxes  and  operating  expenses  in  fiscal  2022 
compared to fiscal 2021. These factors were partially offset by more timely cash collections of net sales in fiscal 
2022 when compared to fiscal 2021.

Cash used in investing activities totaled $145.1 million for fiscal 2022, compared to $475.4 million for fiscal 
2021. The decrease was primarily due to net redemptions of marketable securities in fiscal 2022 to fund financing 
activities  described  below,  compared  to  the  net  purchases  of  marketable  securities  in  fiscal  2021,  as  well  as  a 
decrease in purchases of property and equipment in fiscal 2022 compared to fiscal 2021.

Cash used in financing activities totaled $840.6 million for fiscal 2022, compared to $486.7 million for fiscal 
2021.  This  increase  was  primarily  due  to  the  purchase  of  treasury  stock  under  the  share  repurchase  plan,  and 
higher  cash  dividend  payments  in  fiscal  2022.  Fiscal  2022  included  five  dividend  payments  compared  to  four 
dividend  payments  in  fiscal  2021  due  to  the  timing  of  dividend  dates  and  our  fiscal  period  end  dates,  and  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,  and  to  $0.73  per  share  for  the  four  calendar 
quarters beginning in June 2022.

Uses 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 31, 2022, the Company had 
fixed lease payment obligations of $161.3 million, with $30.7 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 31, 2022, 
the Company had inventory purchase obligations of $760.0 million, with $520.7 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 31, 2022, 
the Company had other purchase obligations of $395.8 million, with $173.3 million payable within 12 months.

Other Uses of Cash 

The 2017 United States Tax Cuts and Jobs Act (the “2017 Act”) included provisions, which became effective 
during 2022 tax year, related to the capitalization of certain research and development costs for tax purposes. The 
provisions require us to capitalize certain research and development costs and amortize those capitalized costs on 
our U.S. tax returns over a period of five or fifteen years, depending on where the associated costs were incurred. 
While these provisions did not have a material impact on our fiscal 2022 effective tax rate, and we do not expect a 
material impact on our fiscal 2023 effective tax rate, this capitalization rule did increase our cash paid for taxes in 
fiscal 2022, and we expect it to continue to cause an increased level of cash paid for taxes in fiscal 2023. Cash paid 
for  taxes  will  also  increase  in  2023  as  compared  to  2022  due  to  the  payment  of  taxes  in  arrears  related  to  the 
intercompany transaction to migrate ownership of certain intellectual property from Switzerland to the United States.

41

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 impacts to our financial results 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 with financial instruments.

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  rates  prevailing  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 2022, the Company incurred a net foreign currency loss of $11.3 million. The U.S. Dollar 
strengthened against the Australian Dollar, Polish Zloty, Chinese Yuan, Euro, Japanese Yen, and British Pound 
Sterling, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar. During fiscal 2022, the U.S. 
Dollar strengthened 6.4% against the Australian Dollar, 7.1% against the Polish Zloty, 8.5% against the Chinese 
Yuan,  5.4%  against  the  Euro,  12.7%  against  the  Japanese  Yen,  and  9.6%  against  the  British  Pound  Sterling, 
resulting in losses of $8.9 million, $6.0 million, $5.8 million, $5.1 million, $3.7 million, and $1.9 million, respectively, 
partially offset by the U.S. Dollar strengthening 9.7% against the Taiwan Dollar, resulting in a gain of $28.0 million. 
The remaining net currency loss of $7.9 million was related to the impacts of other currencies, each of which was 
individually  immaterial.  These  and  other  currency  moves  during  fiscal  year  2022  also  resulted  in  a  currency 
translation adjustment of $149.4 million within accumulated other comprehensive income (loss).

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 31, 2022 and 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 $81 million and $68 million, respectively.

42

 
Interest Rate Risk

We have no outstanding long-term debt as of December 31, 2022. 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 primary objectives of the Company’s investment policy are to preserve capital, maintain an acceptable 
degree of liquidity, and maximize yield within the constraint of low credit risk. 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 31, 2022 
and December 25, 2021, 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 31,  2022  and  December 25,  2021,  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  $31  million  and  $40  million  at  December 31,  2022  and  December 25,  2021, 
respectively. Such losses would only be realized if the Company sold the investments prior to maturity.

43

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED FINANCIAL STATEMENTS

Garmin Ltd. and Subsidiaries 
Years Ended December 31, 2022, December 25, 2021, and December 26, 2020

Contents

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Income for the Years Ended December 31, 2022, December 25, 2021, 
and December 26, 2020
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 
December 25, 2021, and December 26, 2020
Consolidated Balance Sheets at December 31, 2022 and December 25, 2021 
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, December 25, 
2021, and December 26, 2020
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022, 
December 25, 2021, and December 26, 2020
Notes to Consolidated Financial Statements

45
48

49

50
51

53

54

44

 
 
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 31, 2022 and December 25, 2021, the related consolidated statements of income, comprehensive 
income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, 
and  the  related  notes  (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 31, 2022 and December 25, 2021, and the results of its operations and its cash flows for each of the 
three  years  in  the  period  ended  December 31,  2022,  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 31,  2022,  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 22, 2023, 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.

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 31, 2022, the Company’s goodwill 
balance related to the consumer auto reporting unit was approximately $77 million. As 
discussed in Note 1 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.  Revenue and profit of the consumer auto reporting unit has since 
experienced periods of increases and decreases. Considering uncertainty in 
qualitative factors, management performed a step one quantitative impairment test of 
the consumer auto reporting unit in the fourth quarter of 2022.

45

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.

46

Measurement of Reserve for Unrecognized Income Tax Benefits 

Description of 
the Matter

The Company accounts for uncertainty in income taxes in accordance with the ASC 
Topic 740, 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 5 to the consolidated financial 
statements, the Company’s balance of gross unrecognized income tax benefits was 
$31 million at December 31, 2022, 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 22, 2023

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):

Current
Deferred

Total income tax provision

Net income

Basic net income per share
Diluted net income per share

See accompanying notes.

December 31, 
2022
4,860,286 $
2,053,511
2,806,775

Fiscal Year Ended
December 25, 
2021
4,982,795 $
2,092,336
2,890,459

$

December 26, 
2020
4,186,573
1,705,237
2,481,336

168,040
775,963
834,927
1,778,930

171,829
721,260
778,750
1,671,839

151,166
623,588
652,342
1,427,096

1,027,845

1,218,620

1,054,240

40,826
(11,274)
7,577
37,129

28,573
(45,263)
4,866
(11,824)

37,002
2,825
9,343
49,170

1,064,974

1,206,796

1,103,410

233,844
(142,455)
91,389

130,040
(5,444)
124,596

104,471
6,615
111,086

973,585 $

1,082,200 $

992,324

5.06 $
5.04 $

5.63 $
5.61 $

5.19
5.17

$

$
$

48

 
Garmin Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)

December 31, 
2022

973,585 $
(149,396)

Fiscal Year Ended
December 25, 
2021
1,082,200 $
(39,538)

December 26, 
2020

992,324
107,664

(82,972)
741,217 $

(26,054)
1,016,608 $

19,889
1,119,877

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.

49

Garmin Ltd. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share information)

Assets
Current assets:

Cash and cash equivalents
Marketable securities
Accounts receivable, less allowance for doubtful accounts of $5,098 in 2022 and
   $7,080 in 2021
Inventories
Deferred costs
Prepaid expenses and other current assets

Total current assets

Property and equipment, net
Operating lease right-of-use assets
Noncurrent marketable securities
Deferred income tax assets
Noncurrent deferred costs
Goodwill
Other 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
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, 191,623
   shares outstanding at December 31, 2022; and 192,608 shares outstanding
   at December 25, 2021:
Additional paid-in capital
Treasury stock (6,454 and 5,469 shares, respectively)
Retained earnings
Accumulated other comprehensive income (loss)

Total stockholders’ equity
Total liabilities and stockholders’ equity

See accompanying notes.

December 31, 
2022

December 25, 
2021

$

$

$

$

1,279,194
173,288

$

656,847
1,515,045
14,862
315,915
3,955,151

1,147,005
138,040
1,208,360
441,071
9,831
567,994
178,461
85,257
7,731,170

212,417
176,114
50,952
97,772
197,376
91,092
246,180
139,732
1,211,635

129,965
34,627
35,702
114,541
360

17,979
2,042,472
(475,095)
4,733,517
(114,533)
6,204,340
7,731,170

$

$

$

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
575,080
215,993
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

50

 
Garmin Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)

December 31, 
2022

Fiscal Year Ended
December 25, 
2021

December 26, 
2020

Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by
   operating activities:
Depreciation
Amortization
(Gain) loss on sale of property and equipment
Unrealized foreign currency (gains) losses
Deferred income taxes
Stock compensation expense
Realized losses (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

Financing activities:
Dividends
Proceeds from issuance of treasury stock related to equity awards
Purchase of treasury stock related to equity awards
Purchase of treasury stock under share repurchase plan
Net cash used in financing activities

$

973,585 $

1,082,200 $

992,324

118,743
45,110
(2,083)
(5,867)
(143,286)
76,801
986

167,336
(363,327)
72,185
(131,268)
(71,756)
(2,379)
3,591
49,888
788,259

(244,286)
2,402
(1,907)
(1,051,994)
1,164,116
(13,455)
(145,124)

(679,096)
62,221
(22,730)
(201,012)
(840,617)

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)

(491,457)
35,733
(30,985)
—
(486,709)

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)

(450,631)
15,201
(26,330)
—
(461,760)

Effect of exchange rate changes on cash and cash equivalents

(21,449)

(10,254)

18,127

Net (decrease) increase 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

(218,931)
1,498,843
1,279,912 $

40,095
1,458,748
1,498,843 $

431,110
1,027,638
1,458,748

$

See accompanying notes.

51

Garmin Ltd. and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(In thousands)

December 31, 
2022

Fiscal Year Ended
December 25, 
2021

December 26, 
2020

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

(Decrease) increase 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.

$

$

$

$

$

$

184,809 $

131,040 $

133,057

7,786 $

8,264 $

4,820

(4,320) $

9,541 $

(4,192)

(107,362) $

(32,622) $

23,045

15,340 $
(1,624)
(261)
13,455 $

20,956 $
(764)
(17)
20,175 $

165,082
(14,884)
(1,550)
148,648

52

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

992,324
—

55,874 $4,793,496
992,324
107,664

—
107,664

—

19,889

—

(26,330)
183,427 $5,516,116
— 1,082,200
(39,538)

(39,538)

19,889
1,119,877
(467,013)

15,201
80,885

(26,054)
1,016,608
(515,835)

35,733
92,522

(82,972)
741,217
(560,805)

62,221
76,801

(22,730)

—

—
—

—

—
—

—

—
—

—

—

(30,985)
117,835 $6,114,159
973,585
(149,396)

—
(149,396)

—

(206,523)
(114,533) $6,204,340

—

(26,054)

—

(82,972)

Balance at December 28, 2019

$

17,979 $1,835,622 $ (345,040) $3,229,061 $

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 $3,157
Comprehensive income

Dividends
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)

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

Dividends
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)

Net income
Translation adjustment
Adjustment related to unrealized gains 
(losses) on available-for-sale securities net of 
income tax effects of $24,390
Comprehensive income

Dividends
Issuance of treasury stock related to equity 
awards
Stock compensation
Purchase of treasury stock related to equity 
awards
Purchase of treasury stock under share 
repurchase plan

—
—

—

—

—
—

—

—

—
—

—

—

—
—

—

—

4,949
76,801

57,272
—

—

(22,730)

— (206,523)

(467,013)

—
—

—

— 1,082,200
—
—

—

—

(515,835)

—
—

—

973,585
—

(560,805)

—
—

—

—

Balance at December 25, 2021

$

17,979 $1,960,722 $ (303,114) $4,320,737 $

Balance at December 31, 2022

$

17,979 $2,042,472 $ (475,095) $4,733,517 $

See accompanying notes.

53

Garmin Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except share and per share information)
December 31, 2022 and December 25, 2021 

1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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.

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. Intercompany balances and transactions have been 
eliminated.

Changes in Classification and Allocation

Certain prior period amounts have been reclassified or presented to conform to current period presentation.

In the first quarter of fiscal 2022, the Company refined the methodology used in classifying certain indirect 
costs in accordance with the way the Company's management is now using the information in decision making, 
which management believes provides a more meaningful representation of costs incurred to support research and 
development activities. As a result, the Company’s consolidated statements of income have been recast for the 52-
week  periods  ended  December 25,  2021  and  December 26,  2020  to  reflect  a  reclassification  of  $61,274  and 
$53,343, respectively, from research and development expense to selling, general, and administrative expense.

Additionally, in the first quarter of fiscal 2022, the methodology used to allocate certain selling, general, and 
administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide 
the Company's Chief Operating Decision Maker (CODM) with a more meaningful representation of segment profit 
or loss. The Company’s composition of operating segments and reportable segments did not change at that time. 
Results for the 52-week periods ended December 25, 2021 and December 26, 2020 have been recast to conform 
to current period presentation.

These changes in classification and allocation had no effect on the Company’s consolidated operating or 

net income.

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, 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 year 2022 contains 53 weeks compared to 52 weeks for 2021 and 2020.

54

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.

Foreign Currency 

Many  Garmin  Ltd.  subsidiaries  utilize  currencies  other  than  the  United  States  Dollar  (USD)  as  their 
functional currency. As required by Accounting Standards Codification (ASC) Topic 830, Foreign Currency Matters, 
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 $(25,981) and $123,415 as of December 31, 2022 and December 25, 2021, respectively, have been 
included in accumulated other comprehensive income (loss) 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 $11,274 for the 
year ended December 31, 2022, net foreign currency losses recorded in results of operations were $45,263 for the 
year ended December 25, 2021, and net foreign currency gains recorded in results of operations were $2,825 for 
the  year  ended  December 26,  2020.  The  loss  in  fiscal  2022  was  primarily  due  to  the  U.S.  Dollar  strengthening 
against the Australian Dollar, Polish Zloty, Chinese Yuan, Euro, Japanese Yen, and British Pound Sterling, partially 
offset by the U.S. Dollar strengthening against the Taiwan Dollar. 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.

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.

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.

55

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 
automotive  original  equipment  manufacturers  (OEMs).  The  Company  has  determined  that  directly  observable 
prices do not exist for certain 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  certain  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. In addition to the products listed above, 
the Company has offered certain other products with ongoing performance obligations including aviation database 
and  other  service  subscriptions,  incremental  navigation  and  communication  service  subscriptions,  mobile 
applications, and extended warranties that are recognized over the contractual service period (typically 1-3 years).

The Company records revenue net of sales tax or value-added 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, 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.  

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 statements of income.

Advertising Costs

The  Company  expenses advertising  costs  as incurred.  Advertising  expense amounted  to approximately 
$168,040,  $171,829,  and  $151,166  for  the  years  ended  December 31,  2022,  December 25,  2021,  and 
December 26, 2020, respectively.

Software Development Costs 

ASC Topic 985-20, Software – Costs of Software to Be Sold, Leased, or Marketed, 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 ASC Topic 730, Research and Development, 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 Compensation 

The  Company  currently  sponsors  three  employee  stock  compensation  plans.  ASC  Topic  718, 
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  compensation  expense  over  the  requisite  service  period  in  the  Company’s  consolidated 
statements of income. 

56

As stock compensation expense recognized in the accompanying consolidated statements of income is 
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 compensation are recognized in the income tax provision 
and are not estimated in the effective tax rate. Rather, they are recorded as discrete tax items in the period they 
occur.  Excess  income  tax  benefits  from  stock  compensation  arrangements  are  classified  as  a  cash  flow  from 
operations. 

Stock compensation plans are discussed in more detail in Note 10 of the Notes to Consolidated Financial 

Statements.

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 $834,927, $778,750, and 
$652,342 for the years ended December 31, 2022, December 25, 2021, and December 26, 2020, 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 $23,510 and $67,349 as of December 31, 2022 and December 25, 2021, respectively.

Income Taxes

The  Company  accounts  for  income  taxes  using  the  liability  method  in  accordance  with  ASC  Topic  740, 
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 ASC Topic 740. 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 more detail in Note 5 of the Notes to Consolidated Financial Statements.

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 3 of the Notes to Consolidated Financial Statements.

57

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 7 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 sheets reconciles to the total cash, cash equivalents, and restricted cash shown 
in the consolidated statements of cash flows.

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 31,  2022. 
Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in 
accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. At December 31, 
2022, and December 25, 2021, cumulative unrealized losses of $88,552 and $5,580, respectively were reported in 
accumulated other comprehensive income (loss), 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  accumulated  other  comprehensive  income  (loss)  on  the 
Company’s consolidated balance sheets.

Testing  for  impairment  of  investments  requires  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 judgmental elements. The discovery of new information and the passage of time 
can 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 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  the  fair  value  is  less  than  the 
amortized cost basis.

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. 

Marketable  securities  are  discussed  in  more  detail  in  Note  4  of  the  Notes  to  Consolidated  Financial 

Statements.

Fair Value of Financial Instruments

As required by ASC Topic 825, Financial Instruments, 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:

58

December 31, 2022

December 25, 2021

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Cash and cash equivalents
Marketable securities

$
$

1,279,194
1,381,648

$
$

1,279,194
1,381,648

$
$

1,498,058
1,616,678

$
$

1,498,058
1,616,678

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.

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 
2020. None of the Company's customers accounted for 10% or more of consolidated net sales in the years ended 
December 31,  2022,  and  December 26,  2020.  Amazon.com,  Inc.  and  its  affiliates  (Amazon),  a  customer  of  the 
fitness, outdoor, marine, and consumer auto segments, was 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. 

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

Deferred Revenues and Costs

December 31, 
2022

December 25, 
2021

$

$

600,858
180,873
733,314
1,515,045

$

$

509,435
213,801
504,373
1,227,609

At December 31, 2022 and December 25, 2021, the Company had deferred revenues totaling $126,794 

and $129,272, respectively, and related deferred costs totaling $24,693 and $28,322, 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. 

59

 
The Company applies a practical expedient, as permitted within ASC Topic 340, Other Assets and Deferred 
Costs, 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.

Property and Equipment

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 31, 
2022

December 25, 
2021

15 to 50 years
3 to 10 years

$

$

193,861
856,722
1,001,344
2,051,927
(904,922)
1,147,005

$

$

206,895
763,654
917,557
1,888,106
(820,628)
1,067,478

As required by ASC Topic 360, Property, Plant and Equipment, 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 2022, 2021, or 2020. 

Intangible Assets

At December 31, 2022, and December 25, 2021, the Company had intellectual property, customer related 
intangibles,  and  other  identifiable  finite-lived  intangible  assets  recorded  at  a  cost  of  $511,716  and  $524,566, 
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 $333,256 and $308,572 at December 31, 
2022  and  December 25,  2021,  respectively.  Amortization  expense  on  these  intangible  assets  was  $30,561, 
$35,540,  and  $34,797  for  the  years  ended  December 31,  2022,  December 25,  2021,  and  December 26,  2020, 
respectively.  In  the  next  five  years,  the  amortization  expense  is  estimated  to  be  $29,786,  $26,644,  $23,682, 
$20,552,  and  $16,527,  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 $567,994 at 
December 31, 2022, and $575,080 at December 25, 2021. Changes in the carrying amount of goodwill for the years 
ended December 31, 2022 and December 25, 2021 are as follows:

Goodwill balance as of December 26, 2020
Acquisitions
Foreign currency translation and other adjustments
Goodwill balance as of December 25, 2021
Acquisitions
Foreign currency translation and other adjustments
Goodwill balance as of December 31, 2022

—
(16,577)

Fitness
Outdoor
$ 272,449 $ 88,658
14,152
(2,416)
$ 255,872 $ 100,394
2,518
(2,019)
$ 244,302 $ 100,893

—
(11,570)

Aviation
$ 60,347
—
—
$ 60,347
—
—
$ 60,347

Marine
$ 82,602
—
(2,696)
$ 79,906
7,340
(2,245)
$ 85,001

Auto
$ 80,154
—
(1,593)
$ 78,561
—
(1,110)
$ 77,451

Total
$ 584,210
14,152
(23,282)
$ 575,080
9,858
(16,944)
$ 567,994

60

ASC Topic 350, Intangibles – Goodwill and Other, 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.

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 experienced periods of increases and decreases and, considering 
uncertainty  in  qualitative  factors,  management  performed  a  quantitative  impairment  test  of  the  consumer  auto 
reporting unit in the fourth quarter of 2022. Consistent with the results of the quantitative assessment performed in 
2021, the quantitative assessment indicated again in 2022 that the fair value of the reporting unit was substantially 
in excess of its carrying amount.

Management also concluded that no goodwill associated with other reporting units is currently at risk of 
impairment based on qualitative assessments performed in 2022. The Company did not recognize any material 
goodwill or intangible asset impairment charges in fiscal years 2022, 2021, or 2020. 

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 31 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.

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:

61

Balance - beginning of period
Accrual for products sold (1)
Expenditures
Balance - end of period

December 31, 
2022

Fiscal Year Ended
December 25, 
2021

December 26, 
2020

$

$

45,467
72,821
(67,336)
50,952

$

$

42,643
69,810
(66,986)
45,467

$

$

39,758
67,028
(64,143)
42,643

(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.

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 7 of the Notes to Consolidated Financial Statements for additional information on contingencies.

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.

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.

2. Revenue

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.

Disaggregated  revenue  by  geographic  region  (Americas,  APAC,  and  EMEA)  is  presented  in  Note  11  – 
Segment Information and Geographic Data. Note 11 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 outdoor, aviation, and auto segments and relate to performance obligations that are satisfied 
over the estimated 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 31, 
2022
4,602,636 $
257,650
4,860,286 $

Fiscal Year Ended
December 25, 
2021
4,762,260 $
220,535
4,982,795 $

$

$

December 26, 
2020
3,998,251
188,322
4,186,573

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  53-week  period  ending  December 31,  2022  and  52-week  period  ending 
December 25, 2021, are presented below:

Fiscal Year Ended

December 31, 2022

December 25, 2021

Balance, beginning of period

Deferrals in period
Recognition of deferrals in period

Balance, end of period

Deferred
Revenue (1)
$

129,272 $
255,172
(257,650)
126,794 $

$

Deferred
Costs (2)

Deferred
Revenue (1)

Deferred
Costs (2)

28,322 $
17,169
(20,798)
24,693 $

136,799 $
213,008
(220,535)
129,272 $

36,655
16,345
(24,678)
28,322

(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

63

 
Of the $257,650 of deferred revenue recognized in the 53-weeks ended December 31, 2022, $84,227 was 
deferred as of the beginning of the period. 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  $126,794  of  deferred  revenue  as  of  December 31,  2022,  the  Company  expects  to  recognize 

approximately seventy-five percent ratably over a total period of three years or less.

3. 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 31, 
2022

Fiscal Year Ended
December 25, 
2021

December 26, 
2020

Numerator:

Numerator for basic and diluted net income per share - net 
income

$

973,585 $

1,082,200 $

992,324

Denominator (in thousands):

Denominator for basic net income per share – weighted-
average common shares

192,544

192,180

191,085

Effect of dilutive equity awards

498

863

810

Denominator for diluted net income per share – adjusted 
weighted-average common shares

193,042

193,043

191,895

Basic net income per share

Diluted net income per share

$

$

5.06 $

5.63 $

5.04 $

5.61 $

Shares excluded from diluted net income per share calculation: 
Anti-dilutive equity awards (in thousands)

625

235

5.19

5.17

308

4. Marketable Securities

ASC Topic 820, 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

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.

64

 
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 31, 2022

Agency securities
Mortgage-backed securities
Corporate debt securities
Municipal securities
Other
Total

Agency securities
Mortgage-backed securities
Corporate debt securities
Municipal securities
Other
Total

Fair 
Value 
Level
Level 2
Level 2
Level 2
Level 2
Level 2

Fair 
Value 
Level
Level 2
Level 2
Level 2
Level 2
Level 2

Amortized 
Cost

$

7,000 $

45,373
1,106,688
326,058
10,466
$1,495,585 $

Gross 
Unrealized 
Gains

Gross 
Unrealized 
Losses

(786) $

Fair Value
6,214
40,848
(4,525)
1,029,074
(77,802)
297,200
(28,861)
8,312
(2,154)
191 $ (114,128) $1,381,648

— $
—
188
3
—

Available-For-Sale Securities
as of December 25, 2021

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 $

Fair Value
6,890
149,069
1,077,393
353,043
30,283
(18,554) $1,616,678

(110) $
(880)
(11,827)
(4,864)
(873)

The primary objectives of the Company’s investment policy are to preserve capital, maintain an acceptable 
degree of liquidity, and maximize yield within the constraint of low credit risk. The fair value of securities varies from 
period  to  period  due  to  changes  in  interest  rates,  the  performance  of  the  underlying  collateral,  and  the  credit 
performance of the underlying issuer, among other factors. 

Accrued interest receivable, which totaled $11,086 as of December 31, 2022, 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 53-week period ended December 31, 2022.

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 98% of securities in our portfolio were at an unrealized loss position at December 31, 2022.

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 31,  2022  and 
December 25, 2021.

65

 
As of December 31, 2022

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

Agency securities
Mortgage-backed securities
Corporate debt securities
Municipal securities
Other
Total

$

$

— $

(1,900)
(26,680)
(2,136)
—
(30,716) $

— $

(786) $

23,229
508,956
69,017
—

(2,625)
(51,122)
(26,725)
(2,154)

601,202 $

(83,412) $

6,214 $

17,619
498,834
225,679
8,067
756,413 $

(786) $

(4,525)
(77,802)
(28,861)
(2,154)
(114,128) $

6,214
40,848
1,007,790
294,696
8,067
1,357,615

Less than 12 Consecutive Months 12 Consecutive Months or Longer

Total

As of December 25, 2021

Gross 
Unrealized 
Losses

Agency securities
Mortgage-backed securities
Corporate debt securities
Municipal securities
Other
Total

$

$

(110) $
(148)
(9,466)
(4,247)
(467)
(14,438) $

Fair Value

6,890 $

18,909
499,084
226,009
17,845
768,737 $

Gross 
Unrealized 
Losses

Fair Value

Gross 
Unrealized 
Losses

Fair Value

— $

(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

As  of  December 31,  2022  and  December 25,  2021,  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 debt, 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 31, 2022, 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

$

$

175,644
1,303,653
14,041
2,247
1,495,585

$

$

Fair Value

173,288
1,194,280
12,382
1,698
1,381,648

66

5. Income Taxes

The Company’s income tax provision (benefit) consists of the following:

December 31, 
2022

Fiscal Year Ended
December 25, 
2021

December 26, 
2020

U.S. federal:
Current
Deferred

U.S. state:
Current
Deferred

Foreign:

Current
Deferred

Total

$

$

$

$

$

$
$

45,639 $

(149,734)
(104,095) $

12,870 $
(29,160)
(16,290) $

175,335 $
36,439
211,774 $
91,389 $

(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

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 31, 
2022

Fiscal Year Ended
December 25, 
2021

December 26, 
2020

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

$

$

223,658 $
(21,064)
(12,343)
(114,599)
24,273
27,041
(14,381)
(29,384)
30
7,168
990
91,389 $

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

The  Company  recorded  income  tax  expense  of  $91,389  in  the  year  ended  December 31,  2022,  which 
included income tax expense of $7,168 recognized by the Company in the fourth quarter of 2022 related to the 
revaluation  of  certain  Switzerland  tax  assets  related  to  the  Switzerland  tax  reform  transitional  measures.  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.

67

The  Company’s  statutory  federal  and  cantonal  income  tax  rate  in  Switzerland,  the  Company's  place  of 
incorporation, was approximately 14% in fiscal years 2022, 2021, and 2020. If the Company reconciled taxes at the 
Swiss holding company federal statutory tax rate to the reported income tax expense for 2022 as presented above, 
the amounts related to tax at the statutory rate would be approximately $77,000 lower, or $147,000, and the foreign 
tax rate differential would be adjusted by a similar amount to approximately $33,000. For 2021, 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. All other amounts would remain substantially unchanged.

The  Company’s  income  before  income  taxes  attributable  to  non-U.S.  operations  was  $1,287,794, 
$1,227,666,  and  $1,059,074,  for  the  years  ended  December 31,  2022,  December 25,  2021,  and  December 26, 
2020, respectively.

Income  taxes  of  $45,459,  $50,127,  and  $47,236  at  December 31,  2022,  December 25,  2021,  and 
December 26, 2020, 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
Accrued vacation
Share-based compensation
Tax credit carryforwards
Intangible assets
Capitalized research & development expenses
Net operating losses
Operating leases
Deferred revenue
Tax basis in excess of book basis for investments
Other

Valuation allowance related to loss carryforward and tax credits

Deferred tax liabilities:

Fixed assets
Operating leases
Prepaid and perpetual license assets
Book basis in excess of tax basis for acquired entities
Withholding tax
Other

Net deferred tax assets

December 31, 
2022

December 25, 
2021

$

$

$
$

12,111
14,986
8,667
19,950
156,702
231,429
4,955
30,310
18,327
27,227
18,259
(17,077)
525,846

40,526
29,756
11,798
21,970
108,692
1,998
214,740
311,106

$

$

$
$

10,578
14,073
12,000
24,508
173,468
53,827
9,069
13,685
20,970
4,321
20,220
(19,709)
337,010

27,970
13,322
17,350
32,907
89,285
13,566
194,400
142,610

Deferred tax assets related to capitalized research and development expenses increased as of December 
31, 2022 as compared to December 25, 2021 by $177,602, primarily related to the 2017 United States Tax Cuts 
and Jobs Act, which included provisions that became effective during 2022 tax year that require us to capitalize 
certain research and development costs and amortize those capitalized costs on our U.S. tax returns over a period 
of five or fifteen years, depending on where the associated costs were incurred.  

68

At  December 31,  2022,  the  Company  had  $19,950  of  tax  credit  carryover  compared  to  $24,508  at 
December 25, 2021. At December 31, 2022, the Company had a deferred tax asset of $4,955 related to the future 
tax benefit of net operating loss (NOL) carryforwards of $16,296. Included in the NOL carryforwards is $10,530 that 
relates to Luxembourg and expires beginning in 2037, $707 that relates to Finland and expires in varying amounts 
between 2025 and 2029, $575 that relates to the Netherlands and expires in 2026, $39 that relates to Thailand and 
expires in 2025, and $4,445 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 31,  2022  was  $30,795.  A 
reconciliation of the beginning and ending amount of gross unrecognized tax benefits for years ended December 31, 
2022, December 25, 2021, and December 26, 2020 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 31, 
2022

December 25, 
2021

December 26, 
2020

$

$

65,216 $
—
(6,363)
2,368
(15,476)
(14,950)
30,795 $

84,985 $
—
(4,727)
4,272
—
(19,314)
65,216 $

101,251
10,480
(4,169)
16,859
(935)
(38,501)
84,985

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  $29,159,  $54,443,  and  $81,938  are  required  to  be  classified  as  noncurrent  at  December 31,  2022, 
December 25, 2021, and December 26, 2020, 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 31, 2022, December 25, 2021, and December 26, 2020, the Company had accrued approximately 
$2,751, $4,225, and $5,666, respectively, for interest. The interest component of the reserve decreased income tax 
expense for the years ending December 31, 2022, December 25, 2021, and December 26, 2020 by $1,474, and 
$1,441, and $1,970, respectively. The Company did not have significant amounts accrued for penalties for the years 
ending December 31, 2022, December 25, 2021, and December 26, 2020.

The Company files income tax returns in Switzerland, Taiwan, United Kingdom, 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 2018, 2017, 2020, and 2019, respectively. 

The Company recognized a reduction of income tax expense, inclusive of interest and net of deferrals, of 
$12,749, $22,221, and $42,185 in fiscal years ended December 31, 2022, December 25, 2021, and December 26, 
2020, 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

6. Leases

The following table represents lease costs recognized in the Company’s consolidated statements of income 
for  the  53-weeks  ended  December 31,  2022.  Lease  costs  are  included  in  selling,  general  and  administrative 
expense and research and development expense on the Company’s consolidated statements of income.

Operating lease cost (1)

Fiscal Year Ended

December 31, 
2022

December 25, 
2021

$

40,679

$

35,114

(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 31, 2022 and December 25, 2021.

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
2023
2024
2025
2026
2027
Thereafter
Total
Less: imputed interest
Present value of lease liabilities

December 31, 
2022

December 25, 
2021

$

$

$

$

138,040

25,149
114,541
139,690

$

$

$

89,457

20,503
70,044
90,547

7.3 years

3.3%

5.6 years

3.3%

Amount

30,713
27,618
22,094
14,962
13,216
52,737
161,340
(21,650)
139,690

The following table presents supplemental cash flow and noncash information related to leases.

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

Fiscal Year Ended

December 31, 
2022

December 25, 
2021

$
$

28,714
68,188

$
$

24,930
16,229

(2) Included in net cash provided by operating activities on the Company's Statements of Cash Flows

70

 
7. 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  the 
business. The aggregate amount of purchase orders and other commitments open as of December 31, 2022 that 
may represent noncancellable unconditional purchase obligations having a remaining term in excess of one year 
was approximately $383,000.

Certain cash balances are held as collateral in relation to bank guarantees. The total amount of restricted 

cash was $718 and $785 on December 31, 2022 and December 25, 2021, 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 31, 2022. 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 31, 2022, 
December 25, 2021, and December 26, 2020 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.

8. Stockholders' Equity

Dividends

Under Swiss corporate law, dividends must be approved by shareholders at the annual general meeting of 
the Company’s shareholders. Approved dividends are subject to possible adjustment based on the total amount of 
the dividend in Swiss Francs as approved at the annual meeting, and are payable in four equal installments on 
dates  determined  by  the  Board  of  Directors.  A  reduction  of  retained  earnings  and  a  corresponding  liability  are 
recorded at the time of shareholders' approval and are periodically adjusted based on the number of applicable 
shares outstanding.

71

Our shareholders approved the following dividends:

Declaration Date
Fiscal 2022
June 10, 2022
June 10, 2022
June 10, 2022
June 10, 2022
Total

Fiscal 2021
June 4, 2021
June 4, 2021
June 4, 2021
June 4, 2021
Total

Fiscal 2020
June 5, 2020
June 5, 2020
June 5, 2020
June 5, 2020
Total

Dividend Date

Record Date

Dividend 
Per Share

Payment 
Amount

June 20, 2022

June 30, 2022
$
September 30, 2022 September 15, 2022 $
$
December 30, 2022 December 15, 2022
$
March 31, 2023
$

March 15, 2023

June 15, 2021

June 30, 2021
$
September 30, 2021 September 15, 2021 $
$
December 31, 2021 December 15, 2021
$
March 31, 2022
$

March 15, 2022

June 15, 2020

$
June 30, 2020
September 30, 2020 September 15, 2020 $
$
December 31, 2020 December 15, 2020
$
March 31, 2021
$

March 15, 2021

0.73
0.73
0.73
0.73
2.92

0.67
0.67
0.67
0.67
2.68

0.61
0.61
0.61
0.61
2.44

$ 140,825
$ 140,413
$ 139,610
$ 139,732
$ 560,579

$ 128,741
$ 128,856
$ 128,856
$ 129,394
$ 515,846

$ 116,526
$ 116,655
$ 116,655
$ 117,205
$ 467,040

The estimated payment amount for the dividend scheduled to be paid on March 31, 2023 was included in 
dividend payable on the Company’s consolidated balance sheets as of December 31, 2022. Approximately $61,129 
of retained earnings was indefinitely restricted from distribution to shareholders pursuant to the laws of Taiwan as 
of December 31, 2022 and December 25, 2021.

Share Repurchase Program

On April 22, 2022, the Board of Directors approved a share repurchase program (the “Program”) authorizing 
the Company to repurchase up to $300,000 of the common shares of Garmin Ltd. The timing and volume of share 
repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s 
discretion.  Share  repurchases  may  be  made  from  time  to  time  in  the  open  market  or  in  privately  negotiated 
transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities 
Exchange Act of 1934, as amended. The Program does not require the purchase of any minimum number of shares 
and may be suspended or discontinued at any time. The share repurchase authorization expires on December 29, 
2023.

As  of  December 31,  2022,  the  Company  had  repurchased  2,258,990  shares  for  $206,523,  leaving 
approximately $93,477 available to repurchase additional shares under the Program. Cash paid for purchases of 
the Company’s shares during fiscal 2022 was $201,012, while $5,511 was included in other accrued expenses on 
the Company’s consolidated balance sheets as of December 31, 2022.

72

9. Accumulated Other Comprehensive Income (Loss)

The following provides required disclosure of changes in accumulated other comprehensive income (loss) 

balances by component for the year ended December 31, 2022:

Foreign 
currency
translation 
adjustment

Net gains 
(losses) on 
available-for-sale 
securities

Total

Balance - beginning of period

$

123,415 $

(5,580) $

117,835

Other comprehensive income (loss) before 
reclassification, net of income tax benefit of 
$24,658
Amounts reclassified from accumulated other 
comprehensive income (loss) to other income 
(expense), net of income tax benefit of $268 
included in income tax provision

Net current-period other comprehensive income 
(loss)
Balance - end of period

(149,396)

(83,690)

(233,086)

—

718

718

$

(149,396)

(25,981) $

(82,972)
(88,552) $

(232,368)
(114,533)

10. Employee Stock Compensation and Savings Plans

Stock 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 shareholders 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 made available for issuance. The term of each award cannot exceed ten years. Awards 
are subject to a minimum one-year vesting period. In 2022, 2021, and 2020, there were 6,008, 4,180, and 6,376 
RSUs granted under this plan, respectively.

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 made 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 2022, 2021, and 2020, there were 1,185,707, 866,614, and 753,976 RSUs granted under the 2005 
Plan, respectively. No stock options or SARs were granted under the 2005 Plan in 2022, 2021, or 2020. 

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, restricted shares and/or performance shares to employees of 
the  Company  and  its  subsidiaries,  pursuant  to  which  up  to  7,000,000  common  shares  were  made  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 2022, 2021, or 2020. In February 
2023, the Board of Directors approved the termination of the 2000 Plan, which was effective immediately.

73

Stock Compensation Activity

A summary of the Company’s stock compensation activity and related information under the 2011 Directors 
Plan,  the  2005  Plan,  and  the  2000  Plan  for  the  years  ended  December 31,  2022,  December 25,  2021,  and 
December 26, 2020 is provided below:

Stock Options and SARs

Weighted-Average
Exercise Price

Number of Shares
(In Thousands)

Outstanding at December 28, 2019

Granted
Exercised
Forfeited/Expired

Outstanding at December 26, 2020

Granted
Exercised
Forfeited/Expired

Outstanding at December 25, 2021

Granted
Exercised
Forfeited/Expired

Outstanding at December 31, 2022

Exercisable at December 31, 2022
Expected to vest after December 31, 2022

Outstanding at December 28, 2019

Granted
Released/Vested
Cancelled

Outstanding at December 26, 2020

Granted
Released/Vested
Cancelled

Outstanding at December 25, 2021

Granted
Released/Vested
Cancelled

Outstanding at December 31, 2022

$

$

$

$

51.46

51.23

52.44

52.44

66
—
(53)
—
13
—
(13)
—
—
—
—
—
—

—
—

Restricted Stock Units

Weighted-Average
Grant Date Fair
Value

Number of Shares
(In Thousands)

$
$
$
$
$
$
$
$
$
$
$
$
$

69.47
99.57
64.07
72.10
86.98
116.40
80.12
95.79
107.60
98.39
102.80
111.12
103.61

1,779
760
(915)
(42)
1,582
871
(884)
(56)
1,513
1,192
(805)
(63)
1,837

The  weighted-average  remaining  contract  life  of  restricted  stock  units  at  December 31,  2022  was  1.26 

years.

74

The total fair value of awards vested during 2022, 2021, and 2020, was $82,734, $70,796, and $58,602, 
respectively. The aggregate intrinsic values of options and SARs exercised during 2022, 2021, and 2020 were $0, 
$1,040, and $3,701, respectively. The aggregate intrinsic value of RSUs outstanding at December 31, 2022 was 
$169,498. The aggregate intrinsic values of RSUs released during 2022, 2021, and 2020 were $74,278, $118,825, 
and $109,952, 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 $92.29 on December 31, 2022 (based on the closing stock price on December 
30,  2022).  As  of  December 31,  2022,  there  was  $95,019  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 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 
Company's 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 2022, 2021, and 2020, there were 687,370, 385,211, and 195,540 shares purchased under the plan for a 
total purchase price of $62,154, $34,936, and $15,955, respectively. During 2022, 2021, and 2020, the purchases 
were issued from treasury shares. At December 31, 2022, approximately 787,534 shares were available for future 
issuance.

Savings 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 31, 2022, December 25, 2021, and December 26, 
2020, expense related to this and other defined contribution plans of $80,435, $71,262, and $63,908, 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 31, 
2022, December 25, 2021, and December 26, 2020 were not material.

11. Segment Information and Geographic Data

During 2022, 2021, and 2020, Garmin was  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  CODM,  who  allocates  resources  and  assesses  performance  of  each  segment  individually.  The  fitness, 
outdoor, aviation, and marine operating segments represented reportable segments during 2022, 2021, and 2020. 
The consumer auto and auto OEM operating segments, which serve the auto market, did 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 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.

75

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.

As  indicated  in  Note  1  to  the  consolidated  financial  statements,  in  the  first  quarter  of  fiscal  2022  the 
methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to 
allocate  these  expenses  in  a  more  direct  manner  to  provide  the  Company’s  CODM  with  a  more  meaningful 
representation  of  segment  profit  or  loss.  The  Company’s  composition  of  operating  segments  and  reportable 
segments  did  not  change  at  that  time.  Results  for  the  52-week  periods  ended  December 25,  2021  and 
December 26, 2020 have been recast below to conform with the current period presentation.

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.

Fitness

Outdoor

Aviation Marine

Total
Auto

Auto
Consumer
Auto

Auto
OEM

Total

53-Weeks Ended 
December 31, 2022
Net sales
Gross profit
Operating income (loss)

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)

$1,109,419 $1,495,167 $792,799 $903,983 $558,918 $ 275,108 $ 283,810 $4,860,286
2,806,775
1,027,845

220,028
(61,831)

491,457
215,304

573,063
213,186

552,417
104,738

969,810
556,448

90,430
(78,664)

129,598
16,833

$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
(59,672)

495,310
249,781

519,821
193,188

813,325
359,201

834,837
476,122

73,341
(108,019)

153,825
48,347

$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
(13,032)

384,450
177,184

453,008
146,608

697,539
305,283

739,777
438,197

66,698
(58,065)

139,864
45,033

Net sales, property and equipment, and net assets by geographic area are as shown below for the fiscal 
years  ended  December 31,  2022,  December 25,  2021,  and  December 26,  2020.  Note  that  APAC  includes  Asia 
Pacific and Australian Continent, and EMEA includes Europe, the Middle East and Africa. 

December 31, 2022
Net sales to external customers (1)
Property and equipment, net
Net assets (2)

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)

Americas

EMEA

APAC

Total

$

$

$

$

$

$

2,429,029
676,855
3,717,198

2,349,514
576,481
3,745,120

1,968,080
467,269
3,327,748

$

$

$

1,633,640
121,920
1,210,461

1,858,908
120,004
1,227,928

1,579,749
114,313
1,163,127

$

$

$

797,617
348,230
1,276,681

774,373
370,993
1,141,111

638,744
273,957
1,025,241

4,860,286
1,147,005
6,204,340

4,982,795
1,067,478
6,114,159

4,186,573
855,539
5,516,116

(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.

76

12. Subsequent Events

In  January  2023,  the  Company  announced  an  organization  realignment,  which  combines  the  consumer 
auto operating segment with the outdoor operating segment. As a result, beginning with reports filed in the first 
quarter of fiscal 2023, the Company’s operating segments will be fitness, outdoor, aviation, marine, and auto OEM. 
Prior periods will be recast to conform to the revised composition.

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 31,  2022.  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 31, 2022.

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 31, 2022, 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 31, 2022, 
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 31, 2022, 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 31, 2022 and December 25, 
2021, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows 
for each of the three years in the period ended December 31, 2022, and the related notes and our report dated 
February 22, 2023 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 22, 2023

(d) Changes in Internal Control over Financial Reporting

There  were  no  changes  in  our  internal  control  over  financial  reporting  during  the  quarter  ended 
December 31, 2022 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 9, 2023 (the “Proxy Statement”) will be filed with the Securities and Exchange 
Commission no later than 120 days after December 31, 2022.

(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 31, 2022 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

Number of
securities to be
issued upon
outstanding
options, exercise of 
warrants and rights

Weighted-
average exercise
price of outstanding
options, warrants
and rights

C
Number of
securities remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected in
column A)

1,836,575

—
1,836,575

N/A

N/A
N/A

3,097,074

—
3,097,074

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  “2000  Plan”),  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. In February 2023, 
the Board of Directors approved the termination of the 2000 Plan, which was effective immediately and resulted in 
532,017 of remaining common shares previously authorized for issuance under the plan to be no longer available 
for issuance. 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)

Financial Statement Schedules

All  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 exhibits listed below 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 10, 2022 (incorporated by 

3.2

4.1

reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 13, 2022).

  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

10.3

10.4

10.5

10.6

10.7

10.8

  Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on February 17, 2023.*

  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).*

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. 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).*

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

21.1

23.1

24.1

31.1

31.2

32.1

32.2

Exhibit 
101.INS

Exhibit 
101.SCH

Exhibit 
101.CAL

Exhibit 
101.LAB

Exhibit 
101.PRE

Exhibit 
101.DEF

  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  10.1  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  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.

  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.

84

Item 16. Form 10-K Summary

None.

85

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 22, 2023

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 22, 
2023.

/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

86

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Garmin Ltd. 
2022 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

10.2

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

Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on February 17, 2023.

  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)

87

 
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
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  22,  2023,  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 10, 2024 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 10, 2024, 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  New  York  Stock  Exchange  under  the  trading  symbol 

“GRMN.”

4

GARMIN LTD.
EMPLOYEE STOCK PURCHASE PLAN
(as Amended and Restated on February 17, 2023)

I.

Purpose and Effective Date

EXHIBIT 10.2

1.1

The purpose of the Garmin Ltd. Employee Stock Purchase Plan is to provide 

an opportunity for eligible employees to acquire a proprietary interest in Garmin Ltd. through 
accumulated payroll deductions.  It is the intent of the Company to have the Plan qualify as an 
"employee stock purchase plan" under Section 423 of the Code.  The provisions of the Plan shall 
be construed to extend and limit participation in a manner consistent with the requirements of 
Section 423 of the Code.  

1.2

The Plan was initially approved by the board of directors of Garmin Ltd., a 

company incorporated in the Cayman Islands ("Garmin Cayman"), on October 20, 2000 and 
approved by Garmin Cayman's stockholders on October 24, 2000.  The Plan was amended and 
restated as of January 1, 2010 and again as of June 27, 2010 following the re-domestication 
transaction on June 27, 2010 pursuant to which the shares of Garmin Cayman were exchanged for 
shares of the Company and the Company became the public holding company of Garmin Cayman 
and its subsidiaries. The Plan was amended and restated again on June 5, 2015, October 21, 2016,  
June 7, 2019 and October 21, 2022. No option shall be granted under the Plan after the date as of 
which the Plan is terminated by the Board in accordance with Section 11.7 of the Plan.  

II. Definitions

The following words and phrases, when used in this Plan, unless their context clearly 

indicates otherwise, shall have the following respective meanings:

2.1

"Account" means a recordkeeping account maintained for a Participant to which 

payroll deductions are credited in accordance with Article VIII of the Plan.

2.2
administer the Plan.

"Administrator" means the persons or committee appointed under Section 3.1 to 

2.3

2.4

"Article" means an Article of this Plan.

"Accumulation Period" means, as to the Company or a Participating Subsidiary, a 

period of six months commencing with the first regular payroll period commencing on or after 
each successive January 1 and ending on each successive June 30 and a period of six months 
commencing with the first regular payroll period commencing on or after each successive July 1 
and ending on each successive December 31.  The Committee may modify (including increasing 
or decreasing the length of time covered) or suspend Accumulation Periods at any time and from 
time to time.

1

 
2.5

"Base Earnings" means base salary and wages payable by the Company or a 

Participating Subsidiary to an Eligible Employee, prior to pre-tax deductions for contributions to 
qualified or non-qualified (under the Code) benefit plans or arrangements, and excluding 
bonuses, incentives and overtime pay but including commissions.

2.6

2.7

2.8

2.9

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means Garmin Ltd., a Swiss corporation.

"Cut-Off Date" means the date established by the Administrator from time to time 

by which enrollment forms must be received with respect to an Accumulation Period.

2.10

"Eligible Employee" means an Employee, including an employee on an 

Authorized Leave of Absence (as defined in Section 10.3), eligible to participate in the Plan in 
accordance with Article V.

2.11

"Employee" means an individual who performs services for the Company or a 

Participating Subsidiary pursuant to an employment relationship described in Treasury 
Regulations Section 31.3401(c)-1 or any successor provision, or an individual who would be 
performing such services but for such individual's Authorized Leave of Absence (as defined in 
Section 10.3).

2.12

"Enrollment Date" means the first Trading Day of an Accumulation Period 

beginning on or after January 1, 2000.

2.13

"Exchange Act" means the Securities Exchange Act of 1934.

2.14

"Fair Market Value" means, as of any applicable date:

(a)

If the security is listed on the New York Stock Exchange or any other 

established stock exchange or traded on any established market system, the closing price, 
regular way, of the security on such exchange or market system, or if no such reported 
sale of the security shall have occurred on such date, on the latest preceding date on which 
there was such a reported sale, in all cases, as reported in The Wall Street Journal or such 
other source as the Board deems reliable.

(b)
Board in good faith.

In the absence of such markets for the security, the value determined by the 

2.15

"Participant" means an Eligible Employee who has enrolled in the Plan pursuant 

to Article VI.  A Participant shall remain a Participant until the applicable date set forth in Article 
X.

2

2.16

"Participating Subsidiary" means a Subsidiary incorporated under the laws of any 

state in the United States, a territory of the United States, Puerto Rico, or the District of 
Columbia, or such foreign Subsidiary approved under Section 3.3, which has adopted the Plan as 
a Participating Subsidiary by action of its board of directors and which has been designated by 
the Board in accordance with Section 3.3 as covered by the Plan, subject to the requirements of 
Section 423 of the Code except as noted in Section 3.3.

2.17

"Plan" means the Garmin Ltd. Employee Stock Purchase Plan, as amended and 

restated on February 17, 2023 as set forth herein and as from time to time amended.

2.18

"Purchase Date" means the specific Trading Day during an Accumulation Period 

on which Shares are purchased under the Plan in accordance with Article IX.  For each 
Accumulation Period, the Purchase Date shall be the last Trading Day occurring in such 
Accumulation Period.  The Administrator may, in its discretion, designate a different Purchase 
Date with respect to any Accumulation Period.

2.19

"Qualified Military Leave" means an absence due to service in the uniformed 

services of the United States (as defined in Chapter 43 of Title 38 of the United States Code) by 
an individual employee of the Company or a Participating Subsidiary, provided the individual's 
rights to reemployment under the Uniformed Services Employment and Reemployment Rights 
Act of 1994 have not expired or terminated.

2.20

"Section" means a section of this Plan, unless indicated otherwise.

2.21

"Securities Act" means the Securities Act of 1933, as amended.

2.22

"Share" means a share, CHF 0.10 par value, of Garmin Ltd.

2.23

"Subsidiary" means any corporation in an unbroken chain of corporations 

beginning with the Company if, as of the applicable Enrollment Date, each of the corporations 
other than the last corporation in the chain owns stock possessing 50% or more of the total 
combined voting power of all classes of stock in one of the other corporations in the chain.

2.24

"Trading Day" means a day the national exchange on which the Shares are listed 

for trading or, if not so listed, a day the New York Stock Exchange is open for trading.

III.

Administration

3.1

Subject to Section 11.7, the Plan shall be administered by the Board, or committee 

("Committee") appointed by the Board.  The Committee shall consist of at least one Board 
member, but may additionally consist of individuals who are not members of the Board.  The 
Committee shall serve at the pleasure of the Board.  If the Board does not so appoint a 
Committee, the Board shall administer the Plan.  Any references herein to "Administrator" are, 
except as the context requires otherwise, references to the Board or the Committee, as applicable.

3

3.2

If appointed under Section 3.1, the Committee may select one of its members as 

chairman and may appoint a secretary.  The Committee shall make such rules and regulations for 
the conduct of its business as it shall deem advisable; provided, however, that all determinations 
of the Committee shall be made by a majority of its members.

3.3

The Administrator shall have the power, in addition to the powers set forth 

elsewhere in the Plan, and subject to and within the limits of the express provisions of the Plan, to 
construe and interpret the Plan and options granted under it; to establish, amend and revoke rules 
and regulations for administration of the Plan; to determine all questions of policy and 
expediency that may arise in the administration of the Plan; to allocate and delegate such of its 
powers as it deems desirable to facilitate the administration and operation of the Plan; and, 
generally, to exercise such powers and perform such acts as it deems necessary or expedient to 
promote the best interests of the Company.  The Administrator's determinations as to the 
interpretation and operation of this Plan shall be final and conclusive.

The Board may designate from time to time which Subsidiaries of the Company shall be 
Participating Subsidiaries.  Without amending the Plan, the Board may adopt special or different 
rules for the operation of the Plan which allow employees of any foreign Subsidiary to participate 
in the purposes of the Plan.  In furtherance of such purposes, the Board may approve such 
modifications, procedures, rules or sub-plans as it deems necessary or desirable, including those 
deemed necessary or desirable to comply with any foreign laws or to realize tax benefits under 
foreign law.  Any such different or special rules for employees of any foreign Subsidiary shall not 
be subject to Code Section 423 and for purposes of the Code shall be treated as separate and apart 
from the balance of the Plan.  

3.4

This Article III relating to the administration of the Plan may be amended by the 
Board from time to time as may be desirable to satisfy any requirements of or under the federal 
securities and/or other applicable laws of the United States, or to obtain any exemption under 
such laws.

IV.

Number of Shares

4.1

Eight million (8,000,000) Shares are reserved for sales and authorized for issuance 
pursuant to the Plan.  Shares sold under the Plan may be newly-issued Shares, outstanding Shares 
reacquired in private transactions or open market purchases, or any combination of the foregoing.  
If any option granted under the Plan shall for any reason terminate without having been 
exercised, the Shares not purchased under such option shall again become available for the Plan.

4

4.2

In the event of any reorganization, recapitalization, stock split, stock dividend, 

combination of shares, merger, consolidation, acquisition of property or shares, separation, asset 
spin-off, stock rights offering, liquidation or other similar change in the capital structure of the 
Company, the Board shall make such adjustment, if any, as it deems appropriate in the number, 
kind and purchase price of the Shares available for purchase under the Plan.  In the event that, at a 
time when options are outstanding hereunder, there occurs a dissolution or liquidation of the 
Company, except pursuant to a transaction to which Section 424(a) of the Code applies, each 
option to purchase Shares shall terminate, but the Participant holding such option shall have the 
right to exercise his or her option prior to such termination of the option upon the dissolution or 
liquidation.  The Company reserves the right to reduce the number of Shares which Employees 
may purchase pursuant to their enrollment in the Plan.

V.

Eligibility Requirements

5.1

Except as provided in Section 5.2, each individual who is an Eligible Employee of 

the Company or a Participating Subsidiary on the applicable Cut-Off Date shall become eligible 
to participate in the Plan in accordance with Article VI as of the first Enrollment Date following 
the date the individual becomes an Employee of the Company or a Participating Subsidiary, 
provided that the individual remains an Eligible Employee on the first day of the Accumulation 
Period associated with such Enrollment Date.  Participation in the Plan is entirely voluntary.

5.2
in the Plan:

Employees meeting any of the following restrictions are not eligible to participate 

(a)  Employees who, immediately upon enrollment in the Plan or upon grant of an 
Option would own directly or indirectly, or hold options or rights to acquire, an aggregate 
of 5% or more of the total combined voting power or value of all outstanding shares of all 
classes of stock of the Company or any Subsidiary (and for purposes of this paragraph, the 
rules of Code Section 424(d) shall apply, and stock which the Employee may purchase 
under outstanding options shall be treated as stock owned by the Employee); 

(b) Employees (other than individuals on Authorized Leave of Absence (as 

defined in Section 10.3)) who are customarily employed by the Company or a 
Participating Subsidiary for not more than 20 hours per week; or

(c)  Employees (other than individuals on Authorized Leave of Absence (as 

defined in Section 10.3)) who are customarily employed by the Company or a 
Participating Subsidiary for not more than five (5) months in any calendar year.

5.3

The Plan is intended to conform to the extent necessary with all provisions of the 

Securities Act and the Exchange Act and any and all regulations and rules promulgated by the 
Securities and Exchange Commission thereunder.  Notwithstanding anything herein to the 
contrary, the Plan shall be administered, and the options shall be granted and may be exercised, 
only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted 
by applicable law, the Plan and the options granted hereunder shall be deemed amended to the 
extent necessary to conform to such laws, rules and regulations.  

5

 
VI.

Enrollment

6.1

Eligible Employees will be automatically enrolled in the Plan on the first day of 

each Accumulation Period.  Any Eligible Employee may consent to enrollment in the Plan for an 
Accumulation Period by completing and signing an enrollment form (which authorizes payroll 
deductions during such Accumulation Period in accordance with Section 8.1) and submitting such 
enrollment form to the Company or the Participating Subsidiary on or before the Cut-Off Date 
specified by the Administrator.  Payroll deductions pursuant to the enrollment form shall be 
effective as of the first payroll period with a pay day after the Enrollment Date for the 
Accumulation Period to which the enrollment form relates, and shall continue in effect until the 
earliest of:

(a)  

the end of the last payroll period with a payday in the Accumulation Period;

(b)

the date during the Accumulation Period as of which the Employee elects to 

cease his or her enrollment in accordance with Section 8.3; and 

(c)

the date during the Accumulation Period as of which the Employee 

withdraws from the Plan or has a termination of employment in accordance with Article 
X.

VII. Grant of Options on Enrollment

7.1

The automatic enrollment by an Eligible Employee in the Plan as of an 

Enrollment Date will constitute the grant as of such Enrollment Date by the Company to such 
Participant of an option to purchase Shares from the Company pursuant to the Plan.

7.2

An option granted to a Participant pursuant to this Plan shall expire, if not 

terminated earlier for any reason, on the earliest to occur of:  (a) the end of the Purchase Date 
with respect to the Accumulation Period in which such option was granted; (b) the completion of 
the purchase of Shares under the option under Article IX; or (c) the date on which participation of 
such Participant in the Plan terminates for any reason.

7.3

As of each Enrollment Date, each Participant shall automatically be granted an 
option to purchase a maximum number of Shares, subject to the terms of the Plan, equal to the 
quotient of $25,000 divided by the Fair Market Value of a Share on the Enrollment Date.  

7.4

Notwithstanding any other provision of this Plan, no Employee may be granted an 

option which permits his or her rights to purchase Shares under the Plan and any other Code 
Section 423 employee stock purchase plan of the Company or any of its Subsidiaries or parent 
companies to accrue (when the option first becomes exercisable) at a rate which exceeds $25,000 
of Fair Market Value of such Shares (determined at the time such option is granted) for each 
calendar year in which such option is outstanding at any time.  For purposes of administering this 
accrual limitation, the Administrator shall limit purchases under the Plan as follows:

6

(a) The number of Shares that may be purchasable by an Employee during his or 
her first Accumulation Period during a calendar year may not exceed a number of Shares 
determined by dividing $25,000 by the Fair Market Value of a Share on the Enrollment 
Date for that Accumulation Period.

(b) The number of Shares that may be purchasable by an Employee during any 
subsequent Accumulation Period during the same calendar year (if any) shall not exceed 
the number of Shares determined by performing the calculation below:

(i) First, the number of Shares purchased by the Employee during any previous 
Accumulation Period during the same calendar year shall be multiplied by the Fair 
Market Value of a Share on the Enrollment Date of such previous Accumulation 
Period.

(ii) Second, the amount determined under (i) above shall be subtracted from 
$25,000.

(iii) Third, the amount determined under (ii) above shall be divided by the Fair 
Market Value of a Share on the Enrollment Date for such subsequent 
Accumulation Period (for which the maximum number of Shares purchasable is 
being determined by this calculation) occurs.  The quotient thus obtained shall be 
the maximum number of Shares that may be purchased by any Employee for such 
subsequent Accumulation Period. 

VIII. Payroll Deductions

8.1

An Employee who files an enrollment form pursuant to Article VI shall elect and 

authorize in such form to have deductions made from his or her pay on each payday he or she 
receives a paycheck during the Accumulation Period to which the enrollment form relates, and he 
or she shall designate in such form the percentage (in whole percentages) of Base Earnings to be 
deducted each payday during such Accumulation Period.  The minimum an Employee may elect 
and authorize to have deducted is 1% of his or her Base Earnings paid per pay period in such 
Accumulation Period, and the maximum is 10% of his or her Base Earnings paid per pay period 
in such Accumulation Period (or such larger or smaller percentage as the Administrator may 
designate from time to time).

8.2

Except as provided in the last paragraph of Section 6.1, deductions from a 

Participant's Base Earnings shall commence upon the first payday on or after the commencement 
of the Accumulation Period, and shall continue until the date on which such authorization ceases 
to be effective in accordance with Article VI.  The amount of each deduction made for a 
Participant shall be credited to the Participant's Account.  All payroll deductions received or held 
by the Company or a Participating Subsidiary may be, but are not required to be, used by the 
Company or Participating Subsidiary for any corporate purpose, and the Company or 
Participating Subsidiary shall not be obligated to segregate such payroll deductions, but may do 
so at the discretion of the Board. 

7

8.3

As of the last day of any month during an Accumulation Period, a Participant may 

elect to cease (but not to increase or decrease) payroll deductions made on his or her behalf for 
the remainder of such Accumulation Period by filing the applicable election with the Company or 
Participating Subsidiary in such form and manner and at such time as may be permitted by the 
Administrator.  A Participant who has ceased payroll deductions may have the amount which was 
credited to his or her Account prior to such cessation applied to the purchase of Shares as of the 
Purchase Date, in accordance with Section 9.1, and receive the balance of the Account with 
respect to which the enrollment is ceased, if any, in cash.  A Participant who has ceased payroll 
deductions may also voluntarily withdraw from the Plan pursuant to Section 10.1.  Any 
Participant who ceases payroll deductions for an Accumulation Period may re-enroll in the Plan 
on the next subsequent Enrollment Date following the cessation in accordance with the provisions 
of Article VI.  A Participant who ceases to be employed by the Company or any Participating 
Subsidiary will cease to be a Participant in accordance with Section 10.2.

8.4

A Participant may not make any separate or additional contributions to his 

Account under the Plan.  Neither the Company nor any Participating Subsidiary shall make 
separate or additional contributions to any Participant's Account under the Plan.

IX.

Purchase of Shares

9.1

Subject to Section 9.2, any option held by the Participant which was granted under 

this Plan and which remains outstanding as of a Purchase Date shall be deemed to have been 
exercised on such Purchase Date for the purchase of the number of whole Shares which the funds 
accumulated in his or her Account as of the Purchase Date will purchase at the applicable 
purchase price (but not in excess of the number of Shares for which options have been granted to 
the Participant pursuant to Section 7.3).  No Shares will be purchased on behalf of any Participant 
who fails to file an enrollment form authorizing payroll deductions for an Accumulation Period.

9.2

A Participant who holds an outstanding option as of a Purchase Date shall not be 

deemed to have exercised such option if the Participant elected not to exercise the option by 
withdrawing from the Plan in accordance with Section 10.1.

9.3

If, after a Participant's exercise of an option under Section 9.1, an amount remains 

credited to the Participant's Account as of a Purchase Date, then the remaining amount shall be 
distributed to the Participant in cash as soon as administratively practical after such Purchase 
Date. However, if the cash to be returned to a Participant pursuant to the preceding sentence is an 
amount less than the amount that would have been necessary to purchase an additional whole 
Share on such Purchase Date, the Company may retain such amount in the Participant's Account 
to be applied toward the purchase of Shares in the subsequent Accumulation Period.

9.4

Except as otherwise set forth in this Section 9.4, the purchase price for each Share 

purchased under any option shall be 85% of the lower of:

(a)
option is granted; or

the Fair Market Value of a Share on the Enrollment Date on which such 

(b)

the Fair Market Value of a Share on the Purchase Date, but - in the case of 

newly issued Shares - not lower than the par value of a Share.

8

Notwithstanding the above, the Board may establish a different purchase price for each Share 
purchased under any option provided that such purchase price is determined at least thirty (30) 
days prior to the Accumulation Period for which it is applicable and provided that such purchase 
price may not be less than (i) the purchase price set forth above and (ii) – in the case of newly 
issued Shares - than the par value per Share.

9.5

If Shares are purchased by a Participant pursuant to Section 9.1, then such Shares 

shall be held in non-certificated form at a bank or other appropriate institution selected by the 
Administrator until the earlier of the Participant's termination of employment or the time a 
Participant requests delivery of certificates representing such shares, which would only be 
possible if the Board resolved that share certificates shall be issued.  If any law governing 
corporate or securities matters, or any applicable regulation of the Securities and Exchange 
Commission or other body having jurisdiction with respect to such matters, shall require that the 
Company or the Participant take any action in connection with the Shares being purchased under 
the option, delivery of such Shares shall be postponed until the necessary action shall have been 
completed, which action shall be taken by the Company at its own expense, without unreasonable 
delay.

Shares transferred pursuant to this Section 9.5 shall be registered in the name of the Participant 
or, if the Participant so elects, in the names of the Participant and one or more such other persons 
as may be designated by the Participant in joint tenancy with rights of survivorship or in tenancy 
by the entireties or as spousal community property, or in such forms of trust as may be approved 
by the Administrator, to the extent permitted by law.

9.6

In the case of Participants employed by a Participating Subsidiary, the Board may 
provide for Shares to be sold through the Subsidiary to such Participants, to the extent consistent 
with and governed by Section 423 of the Code.

9.7

If the total number of Shares for which an option is exercised on any Purchase 

Date in accordance with this Article IX, when aggregated with all Shares previously granted 
under this Plan, exceeds the maximum number of Shares reserved in Section 4.1, the 
Administrator shall make a pro rata allocation of the Shares available for delivery and distribution 
in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and 
the balance of the cash amount credited to the Account of each Participant under the Plan shall be 
returned to him or her as promptly as administratively practical.

9

9.8

If a Participant or former Participant sells, transfers, or otherwise makes a 

disposition of Shares purchased pursuant to an option granted under the Plan within two years 
after the date such option is granted or within one year after the Purchase Date to which such 
option relates, or if the Participant or former Participant otherwise has a taxable event relating to 
Shares purchased under the Plan, and if such Participant or former Participant is subject to U.S. 
federal income tax, then such Participant or former Participant shall notify the Company or 
Participating Subsidiary in writing of any such sale, transfer or other disposition within 10 days 
of the consummation of such sale, transfer or other disposition, and shall remit to the Company or 
Participating Subsidiary or authorize the Company or Participating Subsidiary to withhold from 
other sources such amount as the Company may determine to be necessary to satisfy any federal, 
state or local tax withholding obligations of the Company or Participating Subsidiary.  A 
Participant must reply to a written request, within 10 days of the receipt of such written request, 
from the Company, Participating Subsidiary, or Administrator regarding whether such a sale, 
transfer or other disposition has occurred.

The Administrator may from time to time establish rules and procedures (including but 
not limited to postponing delivery of Shares until the earlier of the expiration of the two-year or 
one-year period or the disposition of such Shares by the Participant) to cause the withholding 
requirements to be satisfied.

X.

Withdrawal From the Plan; Termination of Employment; Leave of Absence; Death

10.1 Withdrawal from the Plan.  Effective as of the last day of any calendar month 

during an Accumulation Period, a Participant may withdraw from the Plan in full (but not in part) 
by delivering a notice of withdrawal to the Company (in a manner prescribed by the 
Administrator) at least ten business days prior to the end of such calendar month, (but in no event 
later than the June 1 or December 1 immediately preceding the Purchase Date for the Plan's two 
Accumulation Periods, respectively).  Upon such withdrawal from participation in the Plan, all 
funds then accumulated in the Participant's Account shall not be used to purchase Shares, but 
shall instead be distributed to the Participant as soon as administratively practical after the end of 
such calendar month, and the Participant's payroll deductions shall cease as of the end of such 
calendar month.  An Employee who has withdrawn during an Accumulation Period may not 
return funds to the Company or a Participating Subsidiary during the same Accumulation Period 
and require the Company or Participating Subsidiary to apply those funds to the purchase of 
Shares, nor may such Participant's payroll deductions continue, in accordance with Article VI.  
Any Eligible Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on 
the next subsequent Enrollment Date following withdrawal in accordance with the provisions of 
Article VI.

10

10.2

Termination of Employment.  Participation in the Plan terminates immediately 
when a Participant ceases to be employed by the Company or any Participating Subsidiary for 
any reason whatsoever, including but not limited to termination of employment, whether 
voluntary or involuntary, or on account of disability, or retirement, but not including death, or if 
the participating Subsidiary employing the Participant ceases for any reason to be a Participating 
Subsidiary.  Participation in the Plan also terminates immediately when a Participant ceases to be 
an Eligible Employee under Article V or withdraws from the Plan.  Upon termination of 
participation such terminated Participant's outstanding options shall thereupon terminate.  As 
soon as administratively practical after termination of participation, the Company shall pay to the 
Participant or legal representative all amounts accumulated in the Participant's Account and held 
by the Company at the time of termination of participation, and any Participating Subsidiary shall 
pay to the Participant or legal representative all amounts accumulated in the Participant's Account 
and held by the Participating Subsidiary at the time of termination of participation.

10.3

Leaves of Absence.  

(a) 

If a Participant takes a leave of absence (other than an Authorized Leave of 

Absence) without terminating employment, such Participant will be deemed to have discontinued 
contributions to the Plan in accordance with Section 8.3, but will remain a Participant in the Plan 
through the balance of the Accumulation Period in which his or her leave of absence begins, so 
long as such leave of absence does not exceed 90 days.  If a Participant takes a leave of absence 
(other than an Authorized Leave of Absence) without terminating employment, such Participant 
will be deemed to have withdrawn from the Plan in accordance with Section 10.1 if such leave of 
absence exceeds 90 days.  

(b)  An Employee on an Authorized Leave of Absence shall remain a Participant 

in the Plan and, in the case of a paid Authorized Leave of Absence, shall have deductions made 
under Section 8.1 from payments that would, but for the Authorized Leave of Absence, be Base 
Earnings.  An Employee who does not return from an Authorized Leave of Absence on the 
scheduled date (or, in the case of Qualified Military Leave, prior to the date such individual's 
reemployment rights under the Uniformed Services Employment and Reemployment Rights Act 
of 1994 have expired or terminated) shall be deemed to have terminated employment on the last 
day of such Authorized Leave of Absence (or, in the case of Qualified Military Leave, the date 
such reemployment rights expire or are terminated).

(c) 

An "Authorized Leave of Absence" means (a) a Qualified Military Leave, and (b) 

an Employee's absence of more than 90 days which has been authorized, either pursuant to a 
policy of the Company or the Participating Subsidiary that employs the Employee, or pursuant to 
a written agreement between the employer and the Employee, which policy or written agreement 
guarantees the Employee's rights to return to employment.  

11

10.4 Death.  Unless mandatory applicable law provides otherwise as soon as 

administratively feasible after the death of a Participant, amounts accumulated in his or her 
Account shall be paid in cash to the beneficiary or beneficiaries designated by the Participant on a 
beneficiary designation form approved by the Board, but if the Participant does not make an 
effective beneficiary designation then such amounts shall be paid in cash to the Participant's 
spouse if the Participant has a spouse, or, if the Participant does not have a spouse, to the 
executor, administrator or other legal representative of the Participant's estate.  Such payment 
shall relieve the Company and the Participating Subsidiary of further liability with respect to the 
Plan on account of the deceased Participant.  If more than one beneficiary is designated, each 
beneficiary shall receive an equal portion of the Account unless the Participant has given express 
contrary instructions.  None of the Participant's beneficiary, spouse, executor, administrator or 
other legal representative of the Participant's estate shall, prior to the death of the Participant by 
whom he has been designated, acquire any interest in the amounts credited to the Participant's 
Account under the Plan.

XI. Miscellaneous

11.1

Interest.  Interest or earnings will not be paid on any Employee Accounts.

11.2

Restrictions on Transfer.  The rights of a Participant under the Plan shall not be 
assignable or transferable by such Participant, and an option granted under the Plan may not be 
exercised during a Participant's lifetime other than by the Participant.  Any such attempt at 
assignment, transfer, pledge or other disposition shall be without effect, except that the Company 
may treat such act as an election to withdraw from the Plan in accordance with Section 10.1.

11.3 Administrative Assistance.  If the Administrator in its discretion so elects, it may 
retain a brokerage firm, bank, other financial institution or other appropriate agent to assist in the 
purchase of Shares, delivery of reports or other administrative aspects of the Plan.  If the 
Administrator so elects, each Participant shall (unless prohibited by applicable law) be deemed 
upon enrollment in the Plan to have authorized the establishment of an account on his or her 
behalf at such institution.  Shares purchased by a Participant under the Plan shall be held in the 
account in the Participant's name, or if the Participant so indicates in the enrollment form, in the 
Participant's name together with the name of one or more other persons in joint tenancy with right 
of survivorship or in tenancy by the entireties or as spousal community property, or in such forms 
of trust as may be approved by the Administrator, to the extent permitted by law.

11.4

Costs.  All costs and expenses incurred in administering the Plan shall be paid by 

the Company or Participating Subsidiaries, including any brokerage fees on the purchased Shares; 
excepting that any stamp duties, transfer taxes, fees to issue stock certificates, and any brokerage 
fees on the sale price applicable to participation in the Plan after the initial purchase of the Shares 
on the Purchase Date shall be charged to the Account or brokerage account of such Participant.

12

11.5

Equal Rights and Privileges.  All Eligible Employees shall have equal rights and 

privileges with respect to the Plan so that the Plan qualifies as an "employee stock purchase plan" 
within the meaning of Section 423 or any successor provision of the Code and the related 
regulations.  Notwithstanding the express terms of the Plan, any provision of the Plan which is 
inconsistent with Section 423 or any successor provision of the Code shall without further act or 
amendment by the Company or the Board be reformed to comply with the requirements of Code 
Section 423.  This Section 11.5 shall take precedence over all other provisions in the Plan.

11.6 Applicable Law.  The Plan shall be governed by the substantive laws (excluding 

the conflict of laws rules) of the State of Kansas.

11.7 Amendment and Termination.  The Board may amend, alter or terminate the Plan 
at any time; provided, however, that no amendment which would amend or modify the Plan in a 
manner requiring stockholder approval under Code Section 423 or the requirements of any 
securities exchange on which the Shares are traded shall be effective unless, within one year after 
it is adopted by the Board, it is approved by the holders of a majority of the voting power of the 
Company's outstanding shares.  In addition, the Committee (if appointed under Section 3.1) may 
amend the Plan as provided in Section 3.3, subject to the conditions set forth therein and in this 
Section 11.7. 
If the Plan is terminated, the Board may elect to terminate all outstanding options either prior to 
their expiration or upon completion of the purchase of Shares on the next Purchase Date, or may 
elect to permit options to expire in accordance with the terms of this Plan (and participation to 
continue through such expiration dates).  If the options are terminated prior to expiration, all 
funds accumulated in Participants' Accounts as of the date the options are terminated shall be 
returned to the Participants as soon as administratively feasible.

11.8 No Right of Employment. Neither the grant nor the exercise of any rights to 

purchase Shares under this Plan nor anything in this Plan shall impose upon the Company or 
Participating Subsidiary any obligation to employ or continue to employ any employee.  The 
right of the Company or Participating Subsidiary to terminate any employee shall not be 
diminished or affected because any rights to purchase Shares have been granted to such 
employee.

11.9

Requirements of Law.  The Company shall not be required to sell, issue, or deliver 

any Shares under this Plan if such sale, issuance, or delivery might constitute a violation by the 
Company or the Participant of any provision of law.  Unless a registration statement under the 
Securities Act is in effect with respect to the Shares proposed to be delivered under the Plan, the 
Company shall not be required to issue such Shares if, in the opinion of the Company or its 
counsel, such issuance would violate the Securities Act.  Regardless of whether such Shares have 
been registered under the Securities Act or registered or qualified under the securities laws of any 
state, the Company may impose restrictions upon the hypothecation or further sale or transfer of 
such shares  if, in the judgment of the Company or its counsel, such restrictions are necessary or 
desirable to achieve compliance with the provisions of the Securities Act, the securities laws of 
any state, or any other law or are otherwise in the best interests of the Company.  Any 
determination by the Company or its counsel in connection with any of the foregoing shall be 
final and binding on all parties.

13

The Company may, but shall not be obligated to, register or qualify any securities covered 
by the Plan.  The Company shall not be obligated to take any other affirmative action in order to 
cause the grant or exercise of any right or the issuance, sale, or deliver of Shares pursuant to the 
exercise of any right to comply with any law.

11.10 Gender.  When used herein, masculine terms shall be deemed to include the 

feminine, except when the context indicates to the contrary.

11.11 Data Protection. The Board, the Committee, and any other person or entity 
empowered by the Board or the Committee to administer the Plan may process, store, transfer or 
disclose personal data of the Participants to the extent required for the implementation and 
administration of the Plan. The Board, the Committee and any other person or entity empowered 
by the Board or the Committee to administer the Restated Plan shall comply with any applicable 
data protection laws.

11.12 Withholding of Taxes.  The Company or Participating Subsidiary may withhold 

from any purchase of Shares under this Plan or any sale, transfer or other disposition thereof any 
local, state, federal or foreign taxes, employment taxes, social taxes or other taxes at such times 
and from such other amounts as it deems appropriate.  The Company or Participating Subsidiary 
may require the Participant to remit an amount in cash sufficient to satisfy any required 
withholding amounts to the Company or Participating Subsidiary, as the case may be.

14

Annex to the Plan for Grantees subject to Swiss inheritance law

1. Section 10.4 shall be replaced with the following:

10.4 Death.  After the death of a Participant, amounts accumulated in his or her 

Account shall be paid to the Participant's estate in accordance with the applicable Swiss 
inheritance rules.  

15

GARMIN LTD.

List of Subsidiaries of Company

EXHIBIT 21.1

Name of Subsidiary
AeroData, Inc.
Navionics 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
Garmin India Private Ltd.
Garmin Technologies Pvt. Ltd.
PT Garmin Indonesia Distribution
Garmin Italia S.r.l.
Garmin Italy Technologies S.r.l.
Garmin Japan Ltd.
Garmin Luxembourg S.à r.l.
Garmin Luxembourg Holdings S.à r.l.
Garmin Malaysia Sdn. Bhd
Garmin Comercializadora S. de RL de CV
Garmin Navigation Mexico S de RL de CV
Garmin Nederland B.V.
Tacx B.V.
Tacx International B.V.

Jurisdiction of Incorporation
Arizona
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
India
India
Indonesia
Italy
Italy
Japan
Luxembourg
Luxembourg
Malaysia
Mexico
Mexico
Netherlands
Netherlands
Netherlands

 
Garmin New Zealand Ltd.
Garmin Australasia New Zealand Branch
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.
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.

New Zealand
New Zealand
Norway
Norway
Poland
Poland
Romania
Slovenia
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 22, 2023, with respect to the consolidated financial statements 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 31, 2022.

/s/ Ernst & Young LLP
Kansas City, Missouri 
February 22, 2023

 
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 22, 2023

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 22, 2023

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 31, 2022 (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 22, 2023

/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 31, 2022 (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 22, 2023

/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.