Garmin (GRMN) 10-K risk factor changes: FY2018 vs FY2017
The 2018-12-29 10-K against the 2017-12-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A34 rewritten25 added27 removed322 unchanged
All filing items882 rewritten583 added553 removed1,637 unchanged
Summary
counted, not written
- Item 1A lists 37 risk factor headings: 3 new, 2 reworded and 32 unchanged since FY2017. 4 headings from FY2017 no longer appear.
- Sentence by sentence, 583 added, 553 removed, 882 rewritten and 1,637 unchanged across 19 items that differ.
New Item 1A headings (3)
- Changes to trade regulations, including trade restrictions, sanctions, or tariffs, could significantly harm our results of operations.Tariffs
- The United Kingdom (UK) is scheduled to formally leave the European Union (EU) on March 29, 2019. The effects of the UK’s withdrawal from the EU are not yet known and the uncertainty creates challenges and risks which could have a material effect on our business and results of operations.
- 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.
Removed Item 1A headings (4)
- The auto segment, which represents approximately 24% of our revenues, is expected to continue to decline in 2018.
- Restrictions on trade, particularly on goods imported from Taiwan or the People’s Republic of China, could significantly harm our results of operations
- Failure to obtain required certifications of our products on a timely basis could harm our business.
- A shut down of Federal Aviation Administration operations would harm our business.
Reworded Item 1A headings (2)
- The [added: auto segment, which represents approximately 19% of our revenue, is expected to continue to decline in 2019. The] demand for personal navigation devices (PNDs) has been and continues to be reduced by replacement technologies becoming available on mobile devices and factory-installed systems in new autos, as well as by market saturation.
- We may pursue strategic acquisitions, investments, strategic partnerships or other ventures, and our business could be materially harmed if we fail to successfully identify,
[removed: complete][added: evaluate, complete,] and integrate such transactions.
A heading is new when no FY2017 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
34 rewritten, 25 added, 27 removed, 322 unchanged
[removed: The] [added: The] demand for personal navigation devices (PNDs) has been and continues to be reduced by replacement technologies becoming available on mobile devices and factory-installed systems in new autos, as well as by market saturation.
The auto segment, which represents approximately [removed: 24%] [added: 19%] of our [removed: revenues,] [added: revenue,] is expected to continue to decline in [removed: 2018.][added: 2019.]
A significant portion of our global and U.S. sales are comprised of goods assembled and manufactured in our facilities in Taiwan and the People’s Republic of [added: China, and components for a number of our goods are sourced from suppliers in the People’s Republic of] China.
The imposition of additional U.S. or foreign governmental controls, regulations that create new or enhanced restrictions on free [added: trade,] trade [removed: with the U.S.,] [added: sanctions,] or [removed: increases in tariffs on goods imported into the U.S., including] [added: tariffs, particularly those applicable to] goods imported from [removed: China and Taiwan,] [added: Taiwan or the People’s Republic of China,] could have substantial adverse effects on our [removed: business operations,] [added: business,] results of operations, and financial condition.
Economic, [removed: regulatory] [added: regulatory,] and political conditions and uncertainty could adversely affect our revenue and profits.
[removed: The] [added: The] United Kingdom (UK) is scheduled to formally leave the European Union [added: (EU)] on March 29, 2019.
[removed: These events] [added: Therefore, such inabilities or delays] could have a material adverse effect on our business [removed: operations, results of operations] and financial [removed: condition.][added: results.]
| | [removed: •] [added: ●] | 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 to meet unexpected demand. |
| | [removed: •] [added: ●] | Rapid increases in production levels to meet unanticipated demand could result in higher costs for manufacturing and supply of components 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. |
| | [removed: •] [added: ●] | 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. |
If [removed: any of these events occurs,] [added: our products malfunction or contain errors or defects,] we could be subject to significant liability for personal injury and property damage and, under certain circumstances, could be subject to a judgment for punitive damages.
In addition, the interpretation and application of consumer and data protection laws in the U.S., [removed: Europe] [added: Europe, Asia, Latin America,] and elsewhere are sometimes uncertain and in flux.
[removed: Failure] [added: Failure] to obtain required certifications of our products on a timely [removed: basis] [added: basis, either due to government shutdown or other delays in the certification process,] could harm our business.
[removed: For example, FAA] [added: Federal Aviation Administration (FAA)] certification is required for all of our aviation products that are intended for installation in type-certificated aircraft.
We may pursue strategic acquisitions, investments, strategic partnerships or other ventures, and our business could be materially harmed if we fail to successfully identify, [removed: complete] [added: evaluate, complete,] and integrate such transactions.
We may not successfully integrate internal controls, compliance under the Sarbanes-Oxley Act of [removed: 2002] [added: 2002, the GDPR] and other corporate governance [added: and regulatory] matters, operations, personnel or products related to acquisitions we may make in the future.
[removed: Any] [added: Additionally,] failure of the United States Congress to appropriate funds for FAA operations that results in [removed: any] [added: a] shut down of FAA operations or furloughing of FAA [removed: employees] [added: 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.
In the United States, the [removed: Federal Communications Commission (FCC)] [added: FCC] and the National Telecommunications and Information Administration (NTIA) share responsibility for radio frequency allocations and spectrum usage regulations.
During [removed: 2017,] [added: 2018,] the closing price of our shares ranged from a low of [removed: $47.35] [added: $57.66] to a high of [removed: $62.92.][added: $70.05.]
| | [removed: ·] [added: ●] | new products or product enhancements by us or our competitors; |
| | [removed: ·] [added: ●] | general conditions in the worldwide economy, including fluctuations in interest rates and global currency exchange rates; |
| | [removed: ·] [added: ●] | announcements of technological innovations; |
| | [removed: ·] [added: ●] | product obsolescence and our ability to manage product transitions; |
| | [removed: ·] [added: ●] | developments in our relationships with our customers and suppliers; |
| | [removed: ·] [added: ●] | the availability, pricing and timeliness of delivery of components, such as flash memory and liquid crystal displays, used in our products; |
| | [removed: ·] [added: ●] | quarterly fluctuations in our actual or anticipated operating results; |
| | [removed: ·] [added: ●] | changes in applicable tax laws and tax rates; |
| | [removed: ·] [added: ●] | developments in patents or other intellectual property rights and litigation; |
| | [removed: ·] [added: ●] | announcements and rumors of developments related to our business, our competitors, our suppliers or the markets in which we compete; |
| | [removed: ·] [added: ●] | research reports or opinions issued by securities analysts or brokerage houses related to Garmin, our competitors, our suppliers or our customers; |
| | [removed: ·] [added: ●] | any significant acts of terrorism against the United States, Taiwan or significant markets where we sell our products; and |
| | [removed: ·] [added: ●] | other factors as discussed in the previously listed risks. |
As of January 17, [removed: 2018,] [added: 2019,] members of our Board of Directors, and our executive officers, [removed: and Gary Burrell (our co-founder and former executive officer and member of our Board of Directors),] together with members of their families and entities that may be deemed affiliates of or related to such persons or entities, beneficially owned approximately [removed: 39.99%] [added: 31.79%] of our outstanding shares.
This level of ownership may have a significant effect in delaying, [removed: deferring] [added: 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.
Changes to trade regulations, including trade restrictions, sanctions, or tariffs, could significantly harm our results of operations.
We have international operations which 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.
Uncertainty in the geopolitical climate could create trade disputes or increased tariffs which could adversely affect our results of operations.
The effects of the UK’s withdrawal from the EU are not yet known and the uncertainty creates challenges and risks which could have a material effect on our business and results of operations.
The United Kingdom (UK) held a referendum in June 2016 where a majority vote was reached supporting the UK withdrawal from the European Union (EU), commonly referred to as "Brexit".
Brexit is currently scheduled to occur on March 29, 2019.
The UK and EU have had ongoing negotiations with respect to the UK's withdrawal terms, however, there is continued uncertainty surrounding the future relationship between the UK and EU.
Barring an approved agreement by Parliament, the UK will exit the EU on March 29, 2019 without a transition plan.
If the UK withdraws from the EU without a transition plan, the UK would lose its tariff-free trade status with other EU members and create customs border issues.
Increased tariffs would apply to both goods imported to and exported from the UK.
The long-term risks of Brexit include economic recessions in the UK and in other European markets, raising concerns over currency stability for both the British Pound Sterling and the Euro.
There is risk that other current EU member states may also consider withdrawal from the EU depending on the EU economy following Brexit, which would increase the long-term risk of economic recessions in European markets and could result in further currency instability for the Euro.
We have operations in the UK, including offices and a distribution facility, and several EU member states and therefore Brexit will impact our operations.
We have certain measures in place to reduce the impact to our business operations, however, risks such as slow or inefficient border clearance, prolonged economic recession, and currency fluctuations could have material adverse effects on our business operations, results of operations, and financial condition.
As noted in our other risk factors, currency volatility of the British Sterling Pound and Euro could have significant effects on our results of operations.
If a deal is reached between the UK and the EU, the impacts of Brexit would have a lesser impact to our financial condition and business operations.
Given the number of different outcomes still possible, including delaying the exit or holding a second referendum, the impacts of Brexit are difficult to determine until specific terms of the withdrawal are reached.
Regulatory authorities and legislative bodies around the world, including in the United States, have enacted or are considering a number of legislative and regulatory proposals concerning data protection.
In May 2018, the General Data Protection Regulation (GDPR), a new data protection regulation, went into effect in the EU.
Noncompliance with GDPR could result in significant fines and penalties.
Some of our products are subject to governmental regulation or certification.
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.
Due diligence performed prior to closing acquisitions may not uncover certain risks or liabilities that could materially impact our business and financial results.
| | 20 | |
| --- | --- | --- |
In 2017, the fitness tracker market rapidly contracted, resulting in lower sales and profits in our fitness segment.
This has resulted in, and is expected to continue to result in, lower revenues and profits for this segment.
| | 21 | |
Restrictions on trade, particularly on goods imported from Taiwan or the People’s Republic of China, could significantly harm our results of operations
Due to the unprecedented nature of the expected withdrawal, significant uncertainty exists surrounding the terms of the expected exit.
We have operations in the UK and several EU member states whose currencies, namely British Pound Sterling (GBP) and Euro, economies, taxation, and trade regulation, among other factors, could be adversely impacted by the negotiations and outcomes of the UK’s leaving the EU, which is likely to be a complicated process.
| | 22 | |
| | 23 | |
If our aviation products malfunction or contain errors or defects, airplane collisions or crashes could occur resulting in property damage, personal injury or death.
Malfunctions or errors or defects in our marine navigational products could cause boats to run aground or cause other wreckage, personal injury or death.
If our automotive or marine products contain defects or errors in the mapping supplied by third-party map providers or if our users do not heed our warnings about the proper use of these products, collisions or accidents could occur resulting in property damage, personal injury or death.
| | 24 | |
Regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection, and a new data protection regulation in the E.U. with significant fines and penalties for noncompliance will go into effect in May 2018.
| | 25 | |
| | 26 | |
We have certain products, especially in our aviation segment, that are subject to governmental and similar certifications before they can be sold.
Therefore, such inabilities or delays could adversely affect our operating results.
| | 27 | |
| | 28 | |
A shut down of Federal Aviation Administration operations would harm our business.
Such delays could have a material adverse effect on our business and financial results.
| | 29 | |
| | 30 | |
| | 31 | |
| | 32 | |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
141 rewritten, 135 added, 124 removed, 184 unchanged
Fiscal [removed: year] [added: years 2018 and] 2017 [removed: contains] [added: contained] 52 weeks compared to 53 weeks for [removed: 2016 and 52 weeks for 2015.][added: 2016.]
| [removed: Trade Accounts Receivable] [added: Intangible Assets] | Note 2 [removed: –] [added: -] Summary of Significant Accounting Policies |
| [removed: Inventories] [added: Revenue Recognition] | Note 2 [removed: –] [added: -] Summary of Significant Accounting Policies [added: & Note 13 - Revenue] |
| [removed: Long-Lived Assets & Goodwill] [added: Product Warranty] | Note 2 [removed: –] [added: -] Summary of Significant Accounting Policies |
| [removed: Revenue Recognition] [added: Income Taxes] | Note 2 [removed: –] [added: -] Summary of Significant Accounting Policies [added: & Note 6 - Income Taxes] |
| [removed: Product Warranty] [added: Legal and Other Contingencies] | Note 2 [removed: –] [added: -] Summary of Significant Accounting Policies [added: & Note 4 - Commitments and Contingencies] |
| | [removed: ·] [added: ●] | salaries for sales, marketing and product support personnel; |
| | [removed: ·] [added: ●] | salaries and related costs for executives and administrative personnel; |
| | [removed: ·] [added: ●] | marketing, and other brand building costs; |
| | [removed: ·] [added: ●] | accounting and legal costs; |
| | [removed: ·] [added: ●] | information systems and infrastructure costs; |
| | [removed: ·] [added: ●] | travel and related costs; and |
| | [removed: ·] [added: ●] | occupancy and other overhead costs. |
| | | [removed: 52-weeks ended] [added: 52-Weeks Ended] | | | | [removed: 53-weeks ended] [added: 52-Weeks Ended] | | | | [removed: 52-weeks ended] [added: 53-Weeks Ended] | | |
| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Cost of goods sold | | | [removed: 42] [added: 41] | % | | | [removed: 44] [added: 42] | % | | | 45 | % |
| Gross profit | | | [removed: 58] [added: 59] | % | | | [removed: 56] [added: 58] | % | | | 55 | % |
| Advertising | | | 5 | % | | | [removed: 6] [added: 5] | % | | | 6 | % |
| Selling, general and administrative | | | 14 | % | | | 14 | % | | | [removed: 14] [added: 13] | % |
| Total operating expenses | | | 36 | % | | | [removed: 35] [added: 36] | % | | | 35 | % |
| Operating income | | | [removed: 22] [added: 23] | % | | | [removed: 21] [added: 22] | % | | | [removed: 19] [added: 21] | % |
| Other income, net | | | [removed: 0] [added: 1] | % | | | 0 | % | | | [removed: 1] [added: 0] | % |
| Income before income taxes | | | [removed: 22] [added: 25] | % | | | [removed: 21] [added: 22] | % | | | [removed: 20] [added: 21] | % |
| Provision (benefit) for income taxes | | | [removed: (0] [added: 4] | [removed: )%] [added: %] | | | [removed: 4] [added: (0] | [removed: %] [added: %)] | | | 4 | % |
| Net income | | | [removed: 23] [added: 21] | % | | | [removed: 17] [added: 23] | % | | | [removed: 16] [added: 17] | % |
For each line item in the [removed: table] [added: table,] the total of the segments’ amounts equals the amount in the consolidated statements of income data included in Item 6.
| 52-weeks ended December 30, 2017 | | [removed: Outdoor] [added: Outdoor] | | | | [removed: Fitness] [added: Fitness] | | | | [removed: Marine] [added: Marine] | | | | [removed: Auto] [added: Auto] | | | | [removed: Aviation] [added: Aviation] | | |
| Net sales | | $ | 698,867 | | | $ | 762,194 | | | $ | 374,001 | | | $ | [removed: 750,583] [added: 785,139] | | | $ | 501,359 | |
| Cost of goods sold | | | 250,457 | | | | 339,558 | | | | 161,409 | | | | [removed: 422,662] [added: 442,441] | | | | 129,754 | |
| Gross profit | | | 448,410 | | | | 422,636 | | | | 212,592 | | | | [removed: 327,921] [added: 342,698] | | | | 371,605 | |
| Operating income | | $ | 249,867 | | | $ | 146,765 | | | $ | 50,328 | | | $ | [removed: 67,967] [added: 82,744] | | | $ | 153,933 | |
| 53-weeks ended December 31, 2016 | | [removed: Outdoor] [added: Outdoor] | | | | [removed: Fitness] [added: Fitness] | | | | [removed: Marine] [added: Marine] | | | | [removed: Auto] [added: Auto] | | | | [removed: Aviation] [added: Aviation] | | |
| Net sales | | $ | 546,326 | | | $ | 818,486 | | | $ | 331,947 | | | $ | [removed: 882,558] [added: 909,690] | | | $ | 439,348 | |
| Cost of goods sold | | | 205,822 | | | | 381,281 | | | | 148,238 | | | | [removed: 493,811] [added: 511,988] | | | | 109,943 | |
| Gross profit | | | 340,504 | | | | 437,205 | | | | 183,709 | | | | [removed: 388,747] [added: 397,702] | | | | 329,405 | |
| Operating income | | $ | 184,035 | | | $ | 160,596 | | | $ | 52,167 | | | $ | [removed: 102,347] [added: 111,302] | | | $ | 124,764 | |
| 52-weeks ended December [removed: 26, 2015] [added: 29, 2018] | | Outdoor | | | | Fitness | | | | Marine | | | | Auto | | | | Aviation | | |
| | | [removed: 52-weeks] [added: | 52-Weeks] ended December 30, 2017 | | | | | | | | [removed: 53-weeks] [added: 53-Weeks] ended December 31, 2016 | | | | | | | [removed: |] Year over Year | | | | | | [removed: |]
| | | Net Sales | | | | % of [removed: Revenues] [added: Revenue] | | | | Net Sales | | | | % of [removed: Revenues] [added: Revenue] | | | | $ Change | | | | % Change | | [removed: |]
| Outdoor | | [added: |] $ | 698,867 | | | | [removed: 23] [added: 22] | % | | $ | 546,326 | | | [removed: |] 18 | % | | $ | 152,541 | | | [removed: |] 28 | % |
Therefore, we believe that backlog information is not material to the understanding of our business.
Our gross profit is dependent on segment mix, and to a lesser extent, product mix within each segment.
The Company’s CODM uses operating income as the measure of profit or loss 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 manner appropriate to the specific facts and circumstances of the expenses being allocated.
| Net sales | | $ | 809,883 | | | $ | 858,329 | | | $ | 441,560 | | | $ | 634,213 | | | $ | 603,459 | |
| Cost of goods sold | | | 281,629 | | | | 386,565 | | | | 182,804 | | | | 363,420 | | | | 153,307 | |
| Gross profit | | | 528,254 | | | | 471,764 | | | | 258,756 | | | | 270,793 | | | | 450,152 | |
| Advertising expense | | | 46,041 | | | | 64,707 | | | | 18,284 | | | | 19,155 | | | | 7,207 | |
| Selling, general and administrative expenses | | | 120,588 | | | | 135,096 | | | | 97,682 | | | | 88,672 | | | | 36,139 | |
| Research and development expense | | | 71,115 | | | | 90,216 | | | | 79,446 | | | | 124,968 | | | | 202,060 | |
| Total operating expenses | | | 237,744 | | | | 290,019 | | | | 195,412 | | | | 232,795 | | | | 245,406 | |
| Operating income | | $ | 290,510 | | | $ | 181,745 | | | $ | 63,344 | | | $ | 37,998 | | | $ | 204,746 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 52-Weeks ended December 29, 2018 | | | | | | | | 52-Weeks ended December 30, 2017 | | | | | | | | Year over Year | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Outdoor | | $ | 809,883 | | | 24 | % | | | $ | 698,867 | | | 22 | % | | | $ | 111,016 | | | 16 | % |
| Fitness | | | 858,329 | | | 26 | % | | | | 762,194 | | | 25 | % | | | | 96,135 | | | 13 | % |
| Marine | | | 441,560 | | | 13 | % | | | | 374,001 | | | 12 | % | | | | 67,559 | | | 18 | % |
| Auto | | | 634,213 | | | 19 | % | | | | 785,139 | | | 25 | % | | | | (150,926 | ) | | (19 | %) |
| Aviation | | | 603,459 | | | 18 | % | | | | 501,359 | | | 16 | % | | | | 102,100 | | | 20 | % |
| Total | | $ | 3,347,444 | | | 100 | % | | | $ | 3,121,560 | | | 100 | % | | | $ | 225,884 | | | 7 | % |
Total unit sales decreased 3% to 14.9 million units in 2018 from 15.4 million units in 2017.
The outdoor and fitness segment revenue increases were primarily driven by growth in wearables.
Marine segment revenue increases were driven by sales growth across most product lines and sales from recent acquisitions.
Aviation segment revenue increases were driven by sales growth across most product lines in both OEM and aftermarket categories.
| | | 52-Weeks ended December 29, 2018 | | | | | | | | 52-Weeks ended December 30, 2017 | | | | | | | | Year over Year | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Outdoor | | $ | 281,629 | | | 35 | % | | | $ | 250,457 | | | 36 | % | | | $ | 31,172 | | | 12 | % |
| Fitness | | | 386,565 | | | 45 | % | | | | 339,558 | | | 45 | % | | | | 47,007 | | | 14 | % |
| Marine | | | 182,804 | | | 41 | % | | | | 161,409 | | | 43 | % | | | | 21,395 | | | 13 | % |
| Auto | | | 363,420 | | | 57 | % | | | | 442,441 | | | 56 | % | | | | (79,021 | ) | | (18 | %) |
| Aviation | | | 153,307 | | | 25 | % | | | | 129,754 | | | 26 | % | | | | 23,553 | | | 18 | % |
| Total | | $ | 1,367,725 | | | 41 | % | | | $ | 1,323,619 | | | 42 | % | | | $ | 44,106 | | | 3 | % |
The increase in revenue outpaced the increase in cost of goods sold, which resulted in a 150 basis point decrease in cost of goods sold as a percent of revenue compared to the prior fiscal year.
The marine segment decrease in cost of goods sold, as a percent of revenue, primarily resulted from the favorable impact of higher margin cartography sales on product mix.
The outdoor segment decrease in cost of goods sold, as a percent of revenue, was primarily due to shifts in product mix.
In the fitness and aviation segments, cost of goods sold as a percent of revenue was relatively flat compared to the prior year.
| | 41 | |
| --- | --- | --- |
| Sales Programs | Note 2 – Summary of Significant Accounting Policies |
| Recently Issued Accounting Pronouncements – Revenue from Contracts with Customers | Note 2 – Summary of Significant Accounting Policies |
| Marketable Securities | Note 2 – Summary of Significant Accounting Policies & Note 3 – Marketable Securities |
| Legal and Other Contingencies | Note 2 – Summary of Significant Accounting Policies & Note 4 – Commitments and Contingencies |
| Income Taxes | Note 2 – Summary of Significant Accounting Policies & Note 6 – Income Taxes |
| Stock-Based Compensation | Note 2 – Summary of Significant Accounting Policies & Note 9 – Stock Compensation Plans |
Our sales are largely of a consumer nature; therefore, backlog levels are not necessarily indicative of our future sales results.
In the past, prices of our devices sold into the auto market have declined due to market pressures and introduction of new products sold at lower price points.
In recent years, pricing has stabilized in auto allowing for relatively stable gross margins excluding the impact of deferred revenues and costs.
The average selling prices of our aviation, outdoor, fitness, and marine products have historically been stable due to product mix and the introduction of more advanced products sold at higher prices.
The effect of the sales price differences inherent within the mix of products sold could have a significant impact on our gross profit.
| | 42 | |
| | 43 | |
| | | Dec. 30, | | | | Dec. 31, | | | | Dec. 26, | | |
In 2016, the Company moved action camera related revenue and expenses from the outdoor segment to the auto segment, allowing for alignment and synergies with other camera-based efforts occurring within the auto segment.
The overall impact of the move was immaterial.
However, action camera related operating results for the 52-weeks ended December 26, 2015 has been recast to conform to the 2017 and 2016 presentation.
| | 44 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net sales | | $ | 411,184 | | | $ | 661,599 | | | $ | 286,778 | | | $ | 1,062,091 | | | $ | 398,618 | |
| Cost of goods sold | | | 156,306 | | | | 295,460 | | | | 128,285 | | | | 597,611 | | | | 103,904 | |
| Gross profit | | | 254,878 | | | | 366,139 | | | | 158,493 | | | | 464,480 | | | | 294,714 | |
| Advertising expense | | | 24,655 | | | | 79,737 | | | | 16,106 | | | | 40,710 | | | | 5,958 | |
| Selling, general and administrative expenses | | | 54,132 | | | | 97,809 | | | | 60,834 | | | | 157,151 | | | | 24,988 | |
| Research and development expense | | | 37,021 | | | | 54,019 | | | | 52,942 | | | | 130,550 | | | | 152,511 | |
| Total operating expenses | | | 115,808 | | | | 231,565 | | | | 129,883 | | | | 328,411 | | | | 183,457 | |
| Operating income | | $ | 139,070 | | | $ | 134,574 | | | $ | 28,611 | | | $ | 136,069 | | | $ | 111,257 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Auto | | | 750,583 | | | | 24 | % | | | 882,558 | | | | 29 | % | | | (131,975 | ) | | | \-15 | % |
| Total | | $ | 3,087,004 | | | | 100 | % | | $ | 3,018,665 | | | | 100 | % | | $ | 68,339 | | | | 2 | % |
| | 45 | |
Aviation revenues increased due to growth in both OEM and aftermarket sales.
| Auto | | | 422,662 | | | | 56 | % | | | 493,811 | | | | 56 | % | | | (71,149 | ) | | | \-14 | % |
| Total | | $ | 1,303,840 | | | | 42 | % | | $ | 1,339,095 | | | | 44 | % | | $ | (35,255 | ) | | | \-3 | % |
| Auto | | | 327,921 | | | | 44 | % | | | 388,747 | | | | 44 | % | | | (60,826 | ) | | | \-16 | % |
| Total | | $ | 1,783,164 | | | | 58 | % | | $ | 1,679,570 | | | | 56 | % | | $ | 103,594 | | | | 6 | % |
Growth in sales of higher margin segments contributed to the increase in gross profit dollars and gross margin percentage.
| | 46 | |
An excerpt. Shown here: 40 of 141 rewritten, 40 of 135 added and 40 of 124 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2018 filing and the FY2017 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
8 rewritten, 3 added, 5 removed, 27 unchanged
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 in [removed: marketable securities] [added: accounts] denominated in U.S. Dollars.
[removed: The] [added: However, the] functional currency of our largest European subsidiary, Garmin (Europe) [removed: Ltd. remains] [added: Ltd., is] the U.S. Dollar, and as some transactions [added: have] occurred 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.
The remaining net currency [removed: gain] [added: loss] of [removed: $3.0] [added: $11.0] million [removed: is] [added: was] related to [removed: other currencies and] timing of [removed: transactions.][added: transactions and impacts of other currencies, each of which was individually immaterial.]
These and other currency moves during fiscal year [removed: 2017] [added: 2018] also resulted in a currency translation adjustment of [removed: $88.3] [added: $32.0] million within accumulated other comprehensive income.
Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as of December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016,] [added: 30, 2017,] hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro, and British Pound Sterling would have resulted in an adverse impact on income before income taxes of approximately [removed: $96] [added: $109] million and [removed: $92] [added: $96] million at December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016.][added: 30, 2017, respectively.]
We have no outstanding long-term debt as of December [removed: 30, 2017.][added: 29, 2018.]
During [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the Company did not record any material impairment charges on its outstanding securities.
Based on balance sheet positions as of December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016,] [added: 30, 2017,] 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 [removed: $42] [added: $38] million and [removed: $45] [added: $42] million at December [removed: 30, 2017] [added: 29, 2018] and December 30, [removed: 2016,] [added: 2017,] respectively.
During fiscal year 2018, the Company incurred a net foreign currency loss of $7.6 million.
The strengthening of the U.S. Dollar against the Euro and the British Pound Sterling was offset by the U.S. Dollar strengthening against the Taiwan Dollar.
During fiscal 2018, the U.S. Dollar strengthened 4.7% against the Euro and 6.0% against the British Pound Sterling, resulting in losses of $10.0 million and $1.7 million, respectively, while the U.S. Dollar strengthened 3.0% against the Taiwan Dollar, resulting in a gain of $15.1 million.
During fiscal year 2017, the Company incurred a net foreign currency loss of $22.6 million, primarily due to the weakening of the U.S. Dollar against the Taiwan Dollar, partially offset by the U.S. Dollar weakening against the Euro and the British Pound Sterling.
During fiscal 2017, the U.S. Dollar weakened 9.4% against the Taiwan Dollar, resulting in a loss of $55.9 million, while the U.S. Dollar weakened 14.1% against the Euro and 9.5% against the British Pound Sterling, resulting in gains of $27.2 million and $3.1 million, respectively.
| | 55 | |
| --- | --- | --- |
| | 56 | |
Item 3. Legal Proceedings
1 rewritten, 3 added, 26 removed, 9 unchanged
The Company settled or resolved certain other matters during the fiscal year ended December [removed: 30, 2017] [added: 29, 2018] that did not individually or in the aggregate have a material impact on the Company’s financial condition or results of operations.
On February 21, 2018, PulseOn Oy filed an application with the Court of Appeal in England seeking leave to appeal the judgment of the Patent Court issued on January 18, 2018, holding that no accused Garmin products infringed either of the Registered Community Designs asserted by PulseOn Oy.
Leave to appeal was granted and the hearing of PulseOn’s appeal before the Court of Appeal took place on January 30 and 31, 2019.
On February 13, 2019, the Court of Appeal issued its judgment dismissing PulseOn’s appeal.
_In the Matter of Certain Marine Sonar Imaging Devices, Including Downscan and Sidescan Devices, Products Containing the Same, and Components Thereof_
On June 9, 2014 Navico Inc. and Navico Holding AS (collectively “Navico”) filed a complaint with the United States International Trade Commission (“ITC”) alleging the Company infringed upon three specific Navico patents relating to downscan sonar.
On December 1, 2015, the ITC issued a Final Determination concluding that there was infringement by Garmin.
On August 30, 2016, Navico filed a request that the ITC initiate an enforcement proceeding for alleged violations by Garmin of the previous cease and desist orders issued by the ITC.
On May 26, 2017, the Administrative Law Judge issued his initial enforcement determination concluding that Garmin’s sale of certain DownVü sonar products violated the ITC’s December 2015 orders and recommended a civil penalty of $37 million.
On June 13, 2017, the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) reversed the ITC’s Final Determination.
Specifically, the Federal Circuit ruled that the two of the three patents in the suit are invalid and that Garmin does not infringe upon the third patent.
The ITC stayed the issuance of a final determination in this enforcement proceeding pending the issuance by the Federal Circuit of its mandate.
The Federal Circuit issued its mandate on October 31, 2017.
Pursuant to the settlement agreement described below on February 14, 2018, Garmin and Navico filed a joint motion to terminate the enforcement proceeding.
| | 34 | |
| --- | --- | --- |
_Navico Inc. And Navico Holding AS v.
Garmin International, Inc. and Garmin USA, Inc._
On June 4, 2014 Navico filed suit in the United States District Court for the Northern District of Oklahoma alleging the Company infringed upon the same three specific Navico patents relating to downscan sonar that are the subject of their complaint filed with ITC discussed above.
On January 15, 2016 the court issued an order staying this lawsuit pending the final determination of any appeal filed with the Federal Circuit concerning that ITC complaint.
On October 31, 2017 the Federal Circuit issued its mandate in that appeal holding that two of the three patents in suit are invalid and that Garmin does not infringe upon the third patent.
On November 14, 2017, the Oklahoma court lifted the stay and set a briefing schedule.
The parties have submitted briefing on the effect of the Federal Circuit’s decision and the court scheduled a hearing on March 12, 2018.
This lawsuit was dismissed with prejudice on February 13, 2018 pursuant to the settlement agreement described below.
On March 4, 2016, Navico filed suit in the United States District Court for the Eastern District of Texas, Marshall Division alleging the Company infringed upon two specific Navico patents relating to downscan sonar.
On September 8, 2017, a jury returned a verdict finding that Garmin had willfully infringed upon those two patents and awarded damages of $38 million.
No judgment was entered by the court.
On January 24, 2018, Garmin and Navico agreed on a global settlement of all pending litigation between them.
The settlement is not material to the Company’s financial condition or results of operations.
The parties have agreed to keep the terms of the settlement confidential.
Cover and table of contents
141 rewritten, 62 added, 58 removed, 343 unchanged
| | [removed: x] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December [removed: 30, 2017][added: 29, 2018]
| | [removed: ¨] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [removed: ___________to__________][added: _______ to _______]
[removed: ][added: ]
YES [removed: þ] [added: ☑] NO [removed: ¨][added: ☐]
YES [removed: ¨] [added: ☐] NO [removed: þ][added: ☑]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] 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 [removed: and post] such files).
| Large Accelerated Filer [removed: þ] [added: ☑] | [added: |] Accelerated Filer [removed: ¨] [added: ☐] |
| Non-accelerated Filer [removed: ¨] [added: ☐] | [added: |] Smaller reporting company [removed: ¨] [added: ☐] |
| [removed: |] Emerging growth company [removed: ¨] [added: ☐] | [added: | |]
Aggregate market value of the common shares held by non-affiliates of the registrant as of [removed: July 1, 2017] [added: June 30, 2018] (based on the closing price of the [removed: registrant's] [added: registrant’s] common shares on the Nasdaq Stock Market for [removed: that date)] [added: June 29, 2018)] was [removed: $6,129,443,292.][added: $7,753,502,173.]
Number of shares outstanding of the registrant’s common shares as of February [removed: 16, 2018:][added: 15, 2019:]
| [removed: Company's] [added: Company’s] Definitive Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareholders which will be filed no later than 120 days after December [removed: 30, 2017.] [added: 29, 2018.] | | Part III |
[removed: 2017] [added: 2018] Form 10-K Annual Report
| [removed: |] [Cautionary Statement With Respect To Forward-Looking [removed: Comments](#a_001)] [added: Comments](#a001_v1)] | [removed: [3](#a_001)] | [added: 4 |]
| [Item [removed: 1.](#a_003)] [added: 1.](#a003_v1)] | [removed: [Business](#a_003)] [added: [Business](#a003_v1)] | [removed: [3](#a_003)] [added: 4] |
| [Item [removed: 1A.](#a_004)] [added: 1A.](#a004_v1)] | [Risk [removed: Factors](#a_004)] [added: Factors](#a004_v1)] | [removed: [20](#a_004)] [added: 22] |
| [Item [removed: 1B.](#a_005)] [added: 1B.](#a005_v1)] | [Unresolved Staff [removed: Comments](#a_005)] [added: Comments](#a005_v1)] | [removed: [33](#a_005)] [added: 36] |
| [Item [removed: 2.](#a_006)] [added: 2.](#a006_v1)] | [removed: [Properties](#a_006)] [added: [Properties](#a006_v1)] | [removed: [33](#a_006)] [added: 36] |
| [Item [removed: 3.](#a_007)] [added: 3.](#a007_v1)] | [Legal [removed: Proceedings](#a_007)] [added: Proceedings](#a007_v1)] | [removed: [34](#a_007)] [added: 37] |
| [Item [removed: 4.](#a_008)] [added: 4.](#a008_v1)] | [Mine Safety [removed: Disclosures](#a_008)] [added: Disclosures](#a008_v1)] | [removed: [35](#a_008)] [added: 37] |
| [removed: |] [Executive Officers of the [removed: Registrant](#a_009)] [added: Registrant](#a009_v1)] | [removed: [36](#a_009)] | [added: 37 |]
| [Item [removed: 5.](#a_011)] [added: 5.](#a011_v1)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#a_011)] [added: Securities](#a011_v1)] | [removed: [37](#a_011)] [added: 39] |
| [Item [removed: 6.](#a_012)] [added: 6.](#a012_v1)] | [Selected Financial [removed: Data](#a_012)] [added: Data](#a012_v1)] | [removed: [39](#a_012)] [added: 40] |
| [Item [removed: 7.](#a_013)] [added: 7.](#a013_v1)] | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#a_013)] [added: Operations](#a013_v1)] | [removed: [41](#a_013)] [added: 42] |
| [Item [removed: 7A.](#a_014)] [added: 7A.](#a014_v1)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#a_014)] [added: Risk](#a014_v1)] | [removed: [55](#a_014)] [added: 55] |
| [Item [removed: 8.](#a_015)] [added: 8.](#a015_v1)] | [Financial Statements and Supplementary [removed: Data](#a_015)] [added: Data](#a015_v1)] | [removed: [57](#a_015)] [added: 57] |
| [Item [removed: 9.](#a_016)] [added: 9.](#a016_v1)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#a_016)] [added: Disclosure](#a016_v1)] | [removed: [92](#a_016)] [added: 93] |
| [Item [removed: 9A.](#a_017)] [added: 9A.](#a017_v1)] | [Controls and [removed: Procedures](#a_017)] [added: Procedures](#a017_v1)] | [removed: [92](#a_017)] [added: 93] |
| [Item [removed: 9B.](#a_018)] [added: 9B.](#a018_v1)] | [Other [removed: Information](#a_018)] [added: Information](#a018_v1)] | [removed: [94](#a_018)] [added: 95] |
| [removed: |] [Part [removed: III](#a_019)] [added: III](#a019_v1)] | | [added: |]
| [Item [removed: 10.](#a_020)] [added: 10.](#a020_v1)] | [Directors, Executive Officers and Corporate [removed: Governance](#a_020)] [added: Governance](#a020_v1)] | [removed: [95](#a_020)] [added: 96] |
| [Item [removed: 11.](#a_021)] [added: 11.](#a021_v1)] | [Executive [removed: Compensation](#a_021)] [added: Compensation](#a021_v1)] | [removed: [96](#a_021)] [added: 97] |
| [Item [removed: 12.](#a_022)] [added: 12.](#a022_v1)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#a_022)] [added: Matters](#a022_v1)] | [removed: [96](#a_022)] [added: 97] |
| [Item [removed: 13.](#a_023)] [added: 13.](#a023_v1)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#a_023)] [added: Independence](#a023_v1)] | [removed: [97](#a_023)] [added: 98] |
| [Item [removed: 14.](#a_024)] [added: 14.](#a024_v1)] | [Principal Accounting Fees and [removed: Services](#a_024)] [added: Services](#a024_v1)] | [removed: [97](#a_024)] [added: 98] |
| [Item [removed: 15.](#a_026)] [added: 15.](#a026_v1)] | [Exhibits, Financial Statement [removed: Schedules](#a_026)] [added: Schedules](#a026_v1)] | [removed: [98](#a_026)] [added: 99] |
| [Item [removed: 16.](#a_027)] [added: 16.](#a027_v1)] | [Form 10-K [removed: Summary](#a_027)] [added: Summary](#a027_v1)] | [removed: [104](#a_027)] [added: 105] |
[removed: Each operating segment is individually reviewed and evaluated by our] [added: The Company’s] Chief [added: Executive Officer has been identified as the Chief] Operating Decision Maker (CODM), who allocates resources and assesses performance of each segment individually.
10-K 1 s116041_10k.htm FORM 10K
YES ☑ NO ☐
YES ☑ NO ☐
YES ☐ NO ☑
| [Part I](#a002_v1) | | |
| [Part II](#a010_v1) | | |
| | | |
| [Part IV](#a025_v1) | | |
| | | |
| | [Signatures](#a028_v1) | 107 |
The Global Positioning System (GPS) is a global navigation satellite system that is able to provide precise geographic location and data to GPS receivers.
The system consists of a constellation of orbiting satellites and provides global coverage.
| | ● | The BeiDou Navigation Satellite System (BDS), a Chinese satellite navigation system that is expected to have 35 operating satellites in orbit by 2020 and will provide global coverage. |
Garmin offers GPS-enabled DashCams that provide high-quality video recording, provide forward collision and lane departure warnings, and automatically saves video footage with G-sensor incident detection.
DashCams are offered as compact, discreet standalone cameras that can be mounted to a car windshield or built-in to certain PNDs.
Garmin also offers wireless backup cameras that can be utilized with compatible PNDs to display camera footage behind the vehicle when the vehicle is in reverse.
Adventure Watches –
The fēnix 5 Plus series added color maps, Garmin Pay™ contactless payment solution, and music to all three watch sizes.
The fēnix 5X Plus also introduced Garmin’s first wearable to offer a wrist-based Pulse Oximeter for altitude acclimation awareness.
In 2018, Garmin introduced Instinct, a rugged and reliable outdoor GPS smartwatch with built-in sports apps, heart rate sensor, smart connectivity and wellness data.
The S10 is an easy-to-use entry level GPS golf watch that provides precise distances to the front, middle, and back of the green on over 41,000 preloaded golf course maps on a 1.3-inch high-resolution sunlight readable screen.
The S60 also offers Connect IQ support and a premium model which features a ceramic bezel.
In 2018, Garmin also introduced the Approach Z80, a full-featured integrated laser range finder with GPS, and Approach CT10, club tracking sensors for fully automated game tracking.
The Z80 laser range finder features an overlaid image of the hole on over 41,000 preloaded golf courses and also includes image stabilization to reduce shakiness and PlaysLike feature to adjust distances based on uphill or downhill slope.
The CT10 sensors are lightweight sensors added to golf clubs and paired with compatible Garmin golf wearables to provide in-depth analysis and insight on distance and accuracy on each golf club.
The vívomove® HR provides wrist-based heart rate monitoring, sleep monitoring, and activity tracking to a hybrid smartwatch.
The vívoactive 3 Music was released in 2018, which added music storage capabilities to the vívoactive GPS smartwatch product line.
Garmin currently offers to customers around the globe:
The ActiveCaptain app is available in the Apple and Android app stores.
Many of these products include Garmin’s most detailed cartography based on our own surveys done in U.S. inland waters by Garmin’s fleet of high tech boats, content developed and owned exclusively by Navionics own survey and data collection efforts, as well as depth content based on Navionics popular SonarChart™ product containing community contributions worldwide.
It provides detailed images that can be seen in real-time (LiveVü), 3D (RealVü), and in a forward-looking configuration (FrontVü) for seeing what is coming before you get there.
Panoptix is offered in a range of transducers for transom, trolling motor, or thru-hull mounting configurations.
Panoptix LiveScope™ was introduced in 2018 and takes all seeing sonar to a new level.
LiveScope™ takes the real-time aspect of our original Panoptix but significantly increases the resolution to provide an unparalleled view of what is happening live under the water.
Digital Switching –
In 2018 Garmin acquired Trigentic who designs and manufactures digital switching equipment under the EmpirBus™ brand.
The 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.
Control for EmpirBus products is integrated into Garmin’s marine multi-function displays and RV OEM products.
The D2 Delta series watches also include multisport features with wrist-based heart rate monitoring, smartwatch capabilities, music storage capabilities, and a wrist-based pulse oximeter sensor available on the D2 Delta PX.
inReach satellite communications and services provide the ability to stay in touch globally.
10-K 1 s109029_10k.htm 10-K
| --- | --- | --- |
| --- | --- |
| | |
| (Do not check if a smaller reporting company) | |
| | [Part I](#a_002) | |
| | [Part II](#a_010) | |
| | [Part IV](#a_025) | |
| | [Signatures](#a_028) | [106](#a_028) |
The segment and geographic information included in Item 8, “Financial Statements and Supplementary Data,” under Note 8 is incorporated herein by reference in partial response to this Item 1.
| | 3 | |
The Global Positioning System is a worldwide navigation system which enables the precise determination of geographic location using established satellite technology.
The system consists of numerous constellations of orbiting satellites.
| | 4 | |
Garmin offers mobile applications under the Garmin® and NAVIGON® product names.
These applications provide users turn-by-turn, voice-prompted directions and other advanced Garmin navigation features.
| | 5 | |
Wearable Devices –
The fēnix series offers several different styling options, including premium jeweler’s grade materials available in the fēnix® Chronos models.
The fēnix 5X also includes full color mapping.
The X40 model also includes Garmin Elevate™ wrist-based heart rate monitoring.
| | 6 | |
Delta Smart is a dog training device and activity tracker that connects to the Garmin CANINE™ smartphone app, enabling pet owners to monitor their dog’s activity and behavior directly from their smartphone, and give highly customized, or automated training corrections.
| | 7 | |
Garmin PayTM contactless payments was added with the launch of vívoactive 3 in 2017.
The remainder of the vivo product line was updated in 2017 with the introduction of vívosmart 3, vívomove® HR, vívosport, and vívofit 4.
| | 8 | |
Additional advanced features and connectivity available include smartphone applications that wirelessly send weather data to your plotter and remotely access your helm electronics.
The ActiveCaptain™ app (available in the Apple and Android app stores) enables the full set of connected features through mobile phones or tablets.
In 2017 we acquired Navionics, which complements the BlueChart® g2 and LakeVü HD cartography we already offered.
BlueChart g2 Vision and LakeVü HD Ultra include Garmin’s most detailed cartography created based on surveys done in U.S. inland waters by Garmin’s fleet of high tech boats.
Under the Navionics brand, we offer Navionics+ Marine & Lakes as well as Navionics Platinum with premium features such as satellite overlay and 3D charts.
| | 9 | |
It uses new technology to provide detailed images that can be seen real-time (LiveVü) and in 3D (RealVü).
The Panoptix line also offers multiple forward-looking transducers for transom, trolling motor, or thru-hull mounting configurations that enable the FrontVü feature.
FrontVü allows mariners to see ahead of the boat a distance of 8 to 10 times the water depth up to 300 feet.
Some models offer an AIS receiver built-in to the standard VHF radio.
| | 10 | |
| | 11 | |
| | 12 | |
An excerpt. Shown here: 40 of 141 rewritten, 40 of 62 added and 40 of 58 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2018 filing and the FY2017 filing.
Item 2. Properties
5 rewritten, 4 added, 8 removed, 11 unchanged
Garmin International, Inc. and Garmin USA, Inc. [added: own and] occupy facilities of approximately [removed: 1,215,000] [added: 1,990,000] square feet on approximately 107 acres in Olathe, Kansas, where the majority of product design and development work is conducted, the majority of aviation panel-mount products are [removed: manufactured] [added: manufactured,] and products are warehoused, distributed, and supported for North, Central and South America.
[added: In October 2018,] Garmin International, Inc. [removed: continued an expansion project in 2017 on] [added: completed] the [removed: land in Olathe, Kansas, which will include an approximately 720,000] [added: construction of a new 775,000] square foot manufacturing and distribution [removed: center.][added: center in Olathe, Kansas, which concluded the first phase of an expansion project that began in 2016.]
Garmin Corporation owns and occupies 247,000 and [removed: 95,000] [added: 185,000] square foot facilities in Xizhi Dist., New Taipei City, Taiwan, a 224,000 square foot facility in Jhongli, Tao-Yang County, Taiwan, and a 576,000 square foot facility in LinKou, Tao-Yang County, Taiwan.
[removed: In these facilities, Garmin Corporation manufactures] [added: These facilities are used for the manufacturing and warehousing of] most of Garmin’s consumer and portable aviation [removed: products] [added: products, as well as some research] and [removed: warehouses, markets] [added: development activities] and [removed: supports] [added: the marketing and support of] products for [removed: the] [added: Asia] Pacific [removed: Rim] countries.
Garmin China [removed: Yangzhou] [added: YangZhou] Co., Ltd. [added: also] leases [removed: an approximately 86,000] [added: a 204,000] square foot manufacturing facility in Yangzhou, Jiangsu, People’s Republic of China.
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.
Garmin’s principal properties are described below:
Garmin also owns and leases other properties, both internationally and domestically, not described above, that are used for office space, retail, and warehousing.
The following are the principal properties owned or leased by the Company and its subsidiaries:
The expansion project began in 2016.
| | 33 | |
| --- | --- | --- |
Garmin International, Inc. owns and occupies an approximate 60,000 square foot facility in Chandler, Arizona, used as office space.
Garmin Würzburg GmbH leases approximately 43,000 square feet in Würzburg, Germany for office and research and development activities.
Garmin Cluj S.R.L. leases 28,000 square feet in Cluj, Romania for research and development activities.
Various Garmin subsidiaries lease an additional: (i) 49,000 square feet of office space in Olathe, Kansas for a call center operation; (ii) approximately 38,000 square feet of office space in Yarmouth, Maine, for office and development use; and (iii) approximately 33,000 square feet of office space in Tucson, Arizona, used as offices and for research and development.
Item 4. Mine Safety Disclosure
5 rewritten, 0 added, 3 removed, 28 unchanged
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 [removed: 8, 2018.][added: 7, 2019.]
Kao, age [removed: 69,] [added: 70,] 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.
Pemble, age [removed: 52,] [added: 53,] has served as a director of Garmin Ltd. since August 2004.
Boessen, age [removed: 55,] [added: 56,] has served as Chief Financial Officer and Treasurer of Garmin Ltd. since July 2014.
Etkind, age [removed: 62,] [added: 63,] has served as Vice President, General Counsel and Secretary of Garmin Ltd. since June 2009.
| | 35 | |
| --- | --- | --- |
| | 36 | |
Item 5. Market for the Company’s Common Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities
5 rewritten, 9 added, 33 removed, 11 unchanged
As of February [removed: 16, 2018,] [added: 15, 2019,] there were [removed: 176] [added: 180] shareholders of record.
The Company made no repurchases of shares during the [removed: 13-weeks] [added: year] ended December [removed: 30, 2017.][added: 29, 2018.]
[removed: On December 31, 2017, the] [added: The] share repurchase authorization expired [removed: with no additional shares having been repurchased.][added: on December 31, 2017.]
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from [removed: 12/31/2012] [added: 12/31/2013] to [removed: 12/31/2017.][added: 12/31/2018.]
[removed: ][added: |  | | |]
| COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Garmin Ltd., the NASDAQ Composite Index and the NASDAQ 100 Index | | |
| | | |
| | | |
| | *$100 invested on 12/31/13 in stock or index, including reinvestment of dividends. | |
| | Fiscal year ending December 31. | |
| | | | 12/13 | | | | 12/14 | | | | 12/15 | | | | 12/16 | | | | 12/17 | | | | 12/18 | |
| Garmin Ltd. | | | 100.00 | | | | 118.40 | | | | 87.53 | | | | 119.57 | | | | 152.55 | | | | 167.55 | |
| NASDAQ Composite | | | 100.00 | | | | 114.62 | | | | 122.81 | | | | 133.19 | | | | 172.11 | | | | 165.84 | |
| NASDAQ 100 | | | 100.00 | | | | 120.99 | | | | 136.23 | | | | 148.44 | | | | 198.95 | | | | 198.30 | |
The high and low daily closing prices of Garmin’s shares as reported on the Nasdaq Stock Market for each fiscal quarter of fiscal years 2017 and 2016 were as follows:
| | | Year Ended | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | December 30, 2017 | | | | | | | | December 31, 2016 | | | | | | |
| | | High | | | | Low | | | | High | | | | Low | | |
| First Quarter | | $ | 54.15 | | | $ | 47.35 | | | $ | 41.44 | | | $ | 32.29 | |
| Second Quarter | | $ | 53.58 | | | $ | 48.69 | | | $ | 43.88 | | | $ | 39.10 | |
| Third Quarter | | $ | 54.04 | | | $ | 49.99 | | | $ | 55.75 | | | $ | 39.68 | |
| Fourth Quarter | | $ | 62.92 | | | $ | 53.83 | | | $ | 52.87 | | | $ | 47.01 | |
On June 9, 2017, the shareholders approved a dividend of $2.04 per share out of Garmin’s general reserves from capital contribution payable in four equal installments.
The dates determined by the Board were as follows:
| Dividend Date | | Record Date | | $s per share | | |
| --- | --- | --- | --- | --- | --- | --- |
| June 30, 2017 | | June 19, 2017 | | $ | 0.51 | |
| September 29, 2017 | | September 15, 2017 | | $ | 0.51 | |
| December 29, 2017 | | December 15, 2017 | | $ | 0.51 | |
| March 30, 2018 | | March 15, 2018 | | $ | 0.51 | |
The Company paid the 2017 dividends in accordance with the schedule above and expects to pay the March 30, 2018 dividend.
In addition, Garmin currently expects to pay a quarterly cash dividend in the remaining three quarters of 2018.
The decision of whether to pay a dividend and the amount of the dividend will be voted on by the Company’s shareholders as required by Swiss law.
On June 10, 2016, the shareholders approved a dividend of $2.04 per share (of which $1.53 was paid in the Company’s 2016 fiscal year) payable in four equal installments on dates determined by the Board of Directors.
| June 30, 2016 | | June 16, 2016 | | $ | 0.51 | |
| September 30, 2016 | | September 15, 2016 | | $ | 0.51 | |
| December 30, 2016 | | December 14, 2016 | | $ | 0.51 | |
| March 31, 2017 | | March 15, 2017 | | $ | 0.51 | |
On December 30, 2017, the Company had approximately $0.8 million of shares remaining to repurchase under the share repurchase authorization.
| | 37 | |
| --- | --- | --- |
| | | 12/12 | | | | 12/13 | | | | 12/14 | | | | 12/15 | | | | 12/16 | | | | 12/17 | | |
| Garmin Ltd. | | | 100.00 | | | | 118.71 | | | | 140.55 | | | | 103.91 | | | | 141.94 | | | | 181.09 | |
| Nasdaq Composite | | | 100.00 | | | | 141.63 | | | | 162.09 | | | | 173.33 | | | | 187.19 | | | | 242.29 | |
| Nasdaq 100 | | | 100.00 | | | | 142.44 | | | | 171.18 | | | | 191.91 | | | | 206.40 | | | | 276.50 | |
| | 38 | |
Item 6. Selected Financial Data
18 rewritten, 13 added, 12 removed, 22 unchanged
The selected consolidated balance sheet data as of December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016] [added: 30, 2017] and the selected consolidated statement of income data for the years ended December [added: 29, 2018, December] 30, 2017, [removed: December 31, 2016,] and December [removed: 26, 2015] [added: 31, 2016] were derived from the Company’s audited consolidated financial statements and the related notes thereto which are included in Item 8 of this annual report on Form 10-K.
The selected consolidated balance sheet data as of December [added: 31, 2016, December] 26, 2015, [removed: December 27, 2014,] and December [removed: 28, 2013] [added: 27, 2014] and the selected consolidated statement of income data for the years ended December [removed: 27, 2014] [added: 26, 2015] and December [removed: 28, 2013] [added: 27, 2014] were derived from the Company’s audited consolidated financial statements, not included herein.
| | | Dec. [added: 29, 2018 | | | | Dec.] 30, 2017 | | | | Dec. 31, 2016 | | | | Dec. 26, 2015 | | | | Dec. 27, 2014 | | | [removed: | Dec. 28, 2013 | | |]
| Advertising expense | | | [removed: 164,693] [added: 155,394] | | | | [removed: 177,143] [added: 164,693] | | | | [removed: 167,166] [added: 177,143] | | | | [removed: 146,633] [added: 167,166] | | | | [removed: 112,905] [added: 146,633] | |
| Selling, general and administrative | | | [removed: 437,977] [added: 478,177] | | | | [removed: 410,558] [added: 437,977] | | | | [removed: 394,914] [added: 410,558] | | | | [removed: 372,032] [added: 394,914] | | | | [removed: 355,440] [added: 372,032] | |
| Research and development | | | [removed: 511,634] [added: 567,805] | | | | [removed: 467,960] [added: 511,634] | | | | [removed: 427,043] [added: 467,960] | | | | [removed: 395,121] [added: 427,043] | | | | [removed: 364,923] [added: 395,121] | |
| Total operating expenses | | | [removed: 1,114,304] [added: 1,201,376] | | | | [removed: 1,055,661] [added: 1,114,304] | | | | [removed: 989,123] [added: 1,055,661] | | | | [removed: 913,786] [added: 989,123] | | | | [removed: 833,268] [added: 913,786] | |
| Other income, net (2)(3) | | | [removed: 13,434] [added: 44,904] | | | | [removed: 5,761] [added: 13,434] | | | | [removed: 17,606] [added: 5,761] | | | | [removed: 33,119] [added: 17,606] | | | | [removed: 79,526] [added: 33,119] | |
| Income tax [removed: (benefit)] provision [added: (benefit)] (4) | | | [removed: (12,661] [added: 129,167] | [removed: )] | | | [removed: 118,856] [added: (11,936] | [added: )] | | | [removed: 110,960] [added: 120,901] | | | | [removed: 359,534] [added: 110,960] | | | | [removed: 41,146] [added: 359,534] | |
| Net income | | $ | [removed: 694,955] [added: 694,080] | | | $ | [removed: 510,814] [added: 709,007] | | | $ | [removed: 456,227] [added: 517,724] | | | $ | [removed: 364,211] [added: 456,227] | | | $ | [removed: 612,412] [added: 364,211] | |
| Basic | | | [removed: 187,828] [added: 188,635] | | | | [removed: 188,818] [added: 187,828] | | | | [removed: 190,631] [added: 188,818] | | | | [removed: 193,106] [added: 190,631] | | | | [removed: 195,411] [added: 193,106] | |
| Diluted | | | [removed: 188,732] [added: 189,734] | | | | [removed: 189,343] [added: 188,732] | | | | [removed: 191,107] [added: 189,343] | | | | [removed: 194,165] [added: 191,107] | | | | [removed: 196,341] [added: 194,165] | |
| Dividends declared per share | | $ | [removed: 2.04] [added: 2.12] | | | $ | 2.04 | | | $ | 2.04 | | | $ | [removed: 1.92] [added: 2.04] | | | $ | [removed: 1.80] [added: 1.92] | |
| Cash and cash equivalents | | $ | [removed: 891,488] [added: 1,201,732] | | | $ | [removed: 846,883] [added: 891,488] | | | $ | [removed: 833,070] [added: 846,883] | | | $ | [removed: 1,196,268] [added: 833,070] | | | $ | [removed: 1,179,149] [added: 1,196,268] | |
| Marketable securities | | | [removed: 1,421,720] [added: 1,513,112] | | | | [removed: 1,480,237] [added: 1,421,720] | | | | [removed: 1,558,548] [added: 1,480,237] | | | | [removed: 1,575,333] [added: 1,558,548] | | | | [removed: 1,651,968] [added: 1,575,333] | |
| Total debt | | | [removed: \-] [added: —] | | | | [removed: \-] [added: —] | | | | [removed: \-] [added: —] | | | | [removed: \-] [added: —] | | | | [removed: \-] [added: —] | |
| | (3) | Includes [added: $7.6 million,] $22.6 million, $31.7 million, $23.5 million, [removed: $4.3 million,] and [removed: $20.0] [added: $4.3] million of foreign currency losses in [added: 2018,] 2017, 2016, 2015, and 2014, [removed: respectively, and $35.5 million of foreign currency gain in 2013.] [added: respectively.] |
[removed: | | (4) | 2017 – includes $180.0 million income tax benefit due to election to align Switzerland corproate tax positions partially offset by $22.6 million of income tax expense due to the expiration of certain share-based awards;] 2014 – includes $307.6 million income tax expense associated with our inter-company restructuring partially offset by $72.9 million income tax reserve release due to expiration of certain statutes of limitations or completion of tax audits [removed: 2013 – includes $68.7 million income tax reserve release due to expiration of certain statutes of limitations or completion of tax audits partially offset by Taiwan surtax expense due to the release of reserves |]
The Company adopted the new accounting standard for revenue recognition, as discussed in Note 2 – Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements, effective beginning with the Company’s first quarter of 2018.
Adoption of the new revenue recognition standard was applied using the full retrospective method, and information for prior periods within Items 6 and 7 in Part II of this Form 10-K have been restated accordingly.
In the table presented below, the consolidated statements of income and balance sheet data for the years ended December 30, 2017 and December 31, 2016 and the balance sheet data for the year ended December 26, 2015 have been restated in accordance with the Company’s adoption of the new revenue recognition standard.
| Net sales | | $ | 3,347,444 | | | $ | 3,121,560 | | | $ | 3,045,797 | | | $ | 2,820,270 | | | $ | 2,870,658 | |
| Cost of goods sold | | | 1,367,725 | | | | 1,323,619 | | | | 1,357,272 | | | | 1,281,566 | | | | 1,266,246 | |
| Gross profit | | | 1,979,719 | | | | 1,797,941 | | | | 1,688,525 | | | | 1,538,704 | | | | 1,604,412 | |
| Operating income | | | 778,343 | | | | 683,637 | | | | 632,864 | | | | 549,581 | | | | 690,626 | |
| Income before income taxes | | | 823,247 | | | | 697,071 | | | | 638,625 | | | | 567,187 | | | | 723,745 | |
| Basic | | $ | 3.68 | | | $ | 3.77 | | | $ | 2.74 | | | $ | 2.39 | | | $ | 1.89 | |
| Diluted | | $ | 3.66 | | | $ | 3.76 | | | $ | 2.73 | | | $ | 2.39 | | | $ | 1.88 | |
| Total assets | | | 5,382,858 | | | | 4,948,289 | | | | 4,484,549 | | | | 4,478,529 | | | | 4,693,303 | |
| Total stockholders’ equity | | | 4,162,974 | | | | 3,852,419 | | | | 3,453,259 | | | | 3,373,734 | | | | 3,403,367 | |
| | (4) | 2017 – includes $180.0 million income tax benefit primarily related to the revaluation of certain Switzerland deferred tax assets resulting from the Company’s election to align Switzerland corproate tax positions with international tax initiatives, partially offset by $22.6 million of income tax expense due to the expiration of certain share-based awards; |
| | 39 | |
| --- | --- | --- |
| Net sales | | $ | 3,087,004 | | | $ | 3,018,665 | | | $ | 2,820,270 | | | $ | 2,870,658 | | | $ | 2,631,851 | |
| Cost of goods sold | | | 1,303,840 | | | | 1,339,095 | | | | 1,281,566 | | | | 1,266,246 | | | | 1,224,551 | |
| Gross profit | | | 1,783,164 | | | | 1,679,570 | | | | 1,538,704 | | | | 1,604,412 | | | | 1,407,300 | |
| Operating income | | | 668,860 | | | | 623,909 | | | | 549,581 | | | | 690,626 | | | | 574,032 | |
| Income before income taxes | | | 682,294 | | | | 629,670 | | | | 567,187 | | | | 723,745 | | | | 653,558 | |
| Basic | | $ | 3.70 | | | $ | 2.71 | | | $ | 2.39 | | | $ | 1.89 | | | $ | 3.13 | |
| Diluted | | $ | 3.68 | | | $ | 2.70 | | | $ | 2.39 | | | $ | 1.88 | | | $ | 3.12 | |
| Total assets | | | 5,010,260 | | | | 4,525,133 | | | | 4,499,391 | | | | 4,693,303 | | | | 4,879,603 | |
| Total stockholders' equity | | | 3,802,466 | | | | 3,418,003 | | | | 3,345,126 | | | | 3,403,367 | | | | 3,659,706 | |
| | 40 | |
Item 8. Financial Statements and Supplementary Data
400 rewritten, 241 added, 222 removed, 519 unchanged
Years Ended December [added: 29, 2018, December] 30, 2017, [added: and] December 31, [removed: 2016, December 26, 2015][added: 2016]
| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#fin_001)] [added: Firm](#b001_v1)] | [removed: [58](#fin_001)] [added: 58] |
| [Consolidated Balance Sheets at December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016](#fin_002)] [added: 30, 2017](#b002_v1)] | [removed: [59](#fin_002)] [added: 59] |
| [Consolidated Statements of Income for the Years Ended December [added: 29, 2018, December] 30, 2017, [removed: December 31, 2016,] And December [removed: 26, 2015](#fin_003)] [added: 31, 2016](#b003_v1)] | [removed: [60](#fin_003)] [added: 60] |
| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 30, 2017,] [added: 29, 2018,] December [removed: 31, 2016] [added: 30, 2017] and December [removed: 26, 2015](#fin_004)] [added: 31, 2016](#b004_v1)] | [removed: [61](#fin_004)] [added: 61] |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [added: 29, 2018, December] 30, 2017, [removed: December 31, 2016,] and December [removed: 26, 2015](#fin_005)] [added: 31, 2016](#b005_v1)] | [removed: [62](#fin_005)] [added: 62] |
| [Consolidated Statements of Cash Flows for the Years Ended December [added: 29, 2018, December] 30, 2017, [removed: December 31, 2016,] and December [removed: 26, 2015](#fin_006)] [added: 31, 2016](#b006_v1)] | [removed: [63](#fin_006)] [added: 63] |
| [Notes to Consolidated Financial [removed: Statements](#fin_007)] [added: Statements](#b007_v1)] | [removed: [65](#fin_007)] [added: 65] |
We have audited the accompanying consolidated balance sheets of Garmin Ltd. and Subsidiaries (the Company) as of December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016, and] [added: 30, 2017,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2017] [added: 29, 2018] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).
In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company at December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016,] [added: 30, 2017,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2017,] [added: 29, 2018,] 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 [removed: 30, 2017,] [added: 29, 2018,] 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 [removed: 21, 2018,] [added: 20, 2019,] expressed an unqualified opinion thereon.
| | | December [added: 29, | | | | December] 30, | | | | December 31, | | |
| | | [added: 2018 | | | |] 2017 | | | | 2016 | | |
| Cash and cash equivalents | | $ | [removed: 891,488] [added: 1,201,732] | | | $ | [removed: 846,883] [added: 891,488] | |
| Marketable securities _(Note 3)_ | | | [removed: 161,687] [added: 182,989] | | | | [removed: 266,952] [added: 161,687] | |
| Accounts receivable, less allowance for doubtful accounts of [removed: $4,168] [added: $5,487] in [removed: 2017] [added: 2018] and [removed: $14,669] [added: $4,168] in [removed: 2016] [added: 2017] | | | [removed: 590,882] [added: 569,833] | | | | [removed: 527,062] [added: 590,882] | |
| Deferred costs | | | [removed: 48,312] [added: 5,611] | | | | [removed: 47,395] [added: 2,395] | | [added: | | 1,896 | |]
| Prepaid expenses and other current assets | | | [removed: 153,912] [added: 120,512] | | | | [removed: 89,903] [added: 153,912] | |
| Total current assets | | | 2,363,925 | | | | [added: 2,346,138 | | | | (17,787 | ) | | |] 2,263,016 | | [added: | | 2,250,286 | | | | (12,730 | ) |]
| Land and improvements | | | [removed: 114,701] [added: 131,689] | | | | [removed: 104,740] [added: 114,701] | |
| Building and improvements | | | [removed: 482,794] [added: 539,177] | | | | [removed: 376,916] [added: 482,794] | |
| Office furniture and equipment | | | [removed: 246,107] [added: 264,818] | | | | [removed: 222,439] [added: 246,107] | |
| Manufacturing equipment | | | [removed: 156,119] [added: 162,077] | | | | [removed: 129,526] [added: 156,119] | |
| Engineering equipment | | | [removed: 141,321] [added: 154,742] | | | | [removed: 124,979] [added: 141,321] | |
| Vehicles | | | [removed: 21,115] [added: 20,991] | | | | [removed: 21,259] [added: 21,115] | |
| Accumulated depreciation | | | [removed: (566,473] [added: (609,967] | ) | | | [removed: (496,981] [added: (566,473] | ) |
| Restricted cash _(Note 4)_ | | | [removed: 271] [added: 73] | | | | [removed: 113] [added: 271] | |
| Marketable securities _(Note 3)_ | | | [removed: 1,260,033] [added: 1,330,123] | | | | [removed: 1,213,285] [added: 1,260,033] | |
| Deferred income taxes [removed: _(Note 6)_] | | | 199,343 | | | | [added: 195,981 | | | | (3,362 | ) | | |] 110,293 | | [added: | | 107,655 | | | | (2,638 | ) |]
| Noncurrent deferred costs | | | [removed: 73,851] [added: 29,473] | | | | [removed: 56,151] [added: 33,029] | |
| Intangible assets, net | | | [removed: 409,801] [added: 417,080] | | | | [removed: 305,002] [added: 409,801] | |
| Other assets | | | [removed: 107,352] [added: 100,255] | | | | [removed: 94,395] [added: 107,352] | |
| Total assets | | $ | 5,010,260 | | | $ | [added: 4,948,289 | | | $ | (61,971 | ) | | $ |] 4,525,133 | | [added: | $ | 4,484,549 | | | $ | (40,584 | ) |]
| Accounts payable | | $ | [removed: 169,640] [added: 204,985] | | | $ | [removed: 172,404] [added: 169,640] | |
| Salaries and benefits payable | | | [removed: 102,802] [added: 113,087] | | | | [removed: 88,818] [added: 102,802] | |
| Accrued warranty costs | | | [removed: 36,827] [added: 38,276] | | | | [removed: 37,233] [added: 36,827] | |
| Accrued sales program costs | | | [removed: 93,250] [added: 90,388] | | | | [removed: 80,953] [added: 93,250] | |
| Deferred revenue | | | 139,681 | | | | [added: 103,140 | | | | (36,541 | ) | | |] 146,564 | | [added: | | 118,496 | | | | (28,068 | ) |]
| Accrued royalty costs | | | [removed: 32,204] [added: 24,646] | | | | [removed: 36,523] [added: 32,204] | |
| Accrued advertising expense | | | [removed: 30,987] [added: 31,657] | | | | [removed: 37,440] [added: 30,987] | |
Adoption of New Accounting Standard
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for revenue in 2018 due to the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the related amendments.
February 20, 2019
| | | December 29, 2018 | | | | December 30, 2017 | | |
| Inventories | | | 561,840 | | | | 517,644 | |
| Deferred costs | | | 28,462 | | | | 30,525 | |
| Total current assets | | | 2,665,368 | | | | 2,346,138 | |
| | | | 1,273,494 | | | | 1,162,157 | |
| | | | 663,527 | | | | 595,684 | |
| Deferred income taxes _(Note 6)_ | | | 176,959 | | | | 195,981 | |
| Total assets | | $ | 5,382,858 | | | $ | 4,948,289 | |
| Deferred revenue | | | 96,372 | | | | 103,140 | |
| Total current liabilities | | | 921,313 | | | | 792,115 | |
| Deferred income taxes _(Note 6)_ | | | 92,944 | | | | 76,612 | |
| Noncurrent deferred revenue | | | 76,566 | | | | 87,060 | |
| Retained earnings | | | 2,710,619 | | | | 2,418,444 | |
| Total stockholders’ equity | | | 4,162,974 | | | | 3,852,419 | |
| Total liabilities and stockholders’ equity | | $ | 5,382,858 | | | $ | 4,948,289 | |
| Net sales | | $ | 3,347,444 | | | $ | 3,121,560 | | | $ | 3,045,797 | |
| Cost of goods sold | | | 1,367,725 | | | | 1,323,619 | | | | 1,357,272 | |
| Gross profit | | | 1,979,719 | | | | 1,797,941 | | | | 1,688,525 | |
| Operating income | | | 778,343 | | | | 683,637 | | | | 632,864 | |
| Income before income taxes | | | 823,247 | | | | 697,071 | | | | 638,625 | |
| Deferred | | | 35,743 | | | | (91,170 | ) | | | 3,059 | |
| | | | 129,167 | | | | (11,936 | ) | | | 120,901 | |
| Net income | | $ | 694,080 | | | $ | 709,007 | | | $ | 517,724 | |
| Diluted net income per share _(Note 10)_ | | $ | 3.66 | | | $ | 3.76 | | | $ | 2.73 | |
| Net income | | $ | 694,080 | | | $ | 709,007 | | | $ | 517,724 | |
| Comprehensive income | | $ | 646,534 | | | $ | 802,458 | | | $ | 511,129 | |
| Net income | | | — | | | | — | | | | — | | | | 517,724 | | | | — | | | | 517,724 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 511,129 | |
| Net income | | | — | | | | — | | | | — | | | | 709,007 | | | | — | | | | 709,007 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 802,458 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 646,534 | |
| Dividends declared | | | — | | | | — | | | | — | | | | (400,657 | ) | | | — | | | | (400,657 | ) |
| Reclassification under ASU 2016-16 | | | — | | | | — | | | | — | | | | (1,700 | ) | | | — | | | | (1,700 | ) |
| Reclassification under ASU 2018-02 | | | — | | | | — | | | | — | | | | 452 | | | | (452 | ) | | | — | |
| Balance at December 29, 2018 | | $ | 17,979 | | | $ | 1,823,638 | | | $ | (397,692 | ) | | $ | 2,710,619 | | | $ | 8,430 | | | $ | 4,162,974 | |
| Net income | | $ | 694,080 | | | $ | 709,007 | | | $ | 517,724 | |
| Deferred income taxes | | | 38,978 | | | | (90,000 | ) | | | 3,745 | |
| | 57 | |
| --- | --- | --- |
February 21, 2018
| | 58 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Inventories, net | | | 517,644 | | | | 484,821 | |
| | | | 1,162,157 | | | | 979,859 | |
| | | | 595,684 | | | | 482,878 | |
| Total current liabilities | | | 828,656 | | | | 782,735 | |
| | 59 | |
| Cost of goods sold | | | 1,303,840 | | | | 1,339,095 | | | | 1,281,566 | |
| Gross profit | | | 1,783,164 | | | | 1,679,570 | | | | 1,538,704 | |
| Operating income | | | 668,860 | | | | 623,909 | | | | 549,581 | |
| Income before income taxes | | | 682,294 | | | | 629,670 | | | | 567,187 | |
| Deferred | | | (91,895 | ) | | | 1,014 | | | | (3,262 | ) |
| | | | (12,661 | ) | | | 118,856 | | | | 110,960 | |
| | 60 | |
| Comprehensive income | | $ | 787,761 | | | $ | 504,481 | | | $ | 423,228 | |
| | 61 | |
| | | | | | | | | | | | | | | | | | | Accumulated | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Additional | | | | | | | | | | | | Other | | | | | | |
| | | Common | | | | Paid-In | | | | Treasury | | | | Retained | | | | Comprehensive | | | | | | |
| Balance at December 27, 2014 | | $ | 1,797,435 | | | $ | 73,521 | | | $ | (330,132 | ) | | $ | 1,859,972 | | | $ | 2,571 | | | $ | 3,403,367 | |
| Net income | | | – | | | | – | | | | – | | | | 456,227 | | | | – | | | | 456,227 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 423,228 | |
| Dividends declared | | | – | | | | (100 | ) | | | – | | | | (385,682 | ) | | | – | | | | (385,782 | ) |
| Net income | | | – | | | | – | | | | – | | | | 510,814 | | | | – | | | | 510,814 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 504,481 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 787,761 | |
| | 62 | |
| Deferred income taxes | | | (90,725 | ) | | | 1,699 | | | | 5,897 | |
| Deferred revenue | | | 15,329 | | | | (6,363 | ) | | | (43,338 | ) |
| Deferred costs | | | (18,266 | ) | | | (15,780 | ) | | | (585 | ) |
| Change in restricted cash | | | (153 | ) | | | 146 | | | | 48 | |
| Tax benefit from issuance of equity awards | | | \- | | | | 1,692 | | | | (2,049 | ) |
| Purchase of treasury stock under share repurchase plan | | | (74,523 | ) | | | (93,233 | ) | | | (131,413 | ) |
| Net increase (decrease) in cash and cash equivalents | | | 44,605 | | | | 13,813 | | | | (363,198 | ) |
| | 63 | |
| | 64 | |
An excerpt. Shown here: 40 of 400 rewritten, 40 of 241 added and 40 of 222 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2018 filing and the FY2017 filing.
Item 9A. Controls and Procedures
7 rewritten, 1 added, 4 removed, 30 unchanged
Management of the Company assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 30, 2017.][added: 29, 2018.]
Based on such assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December [removed: 30, 2017.][added: 29, 2018.]
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 [removed: 30, 2017,] [added: 29, 2018,] as stated in their report which is included herein.
We have audited Garmin Ltd. and Subsidiaries’ internal control over financial reporting as of December [removed: 30, 2017,] [added: 29, 2018,] based on criteria established in Internal [removed: Control—Integrated] [added: 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 [removed: 30, 2017,] [added: 29, 2018,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Garmin Ltd. and Subsidiaries as of December [removed: 30, 2017] [added: 29, 2018] and December [removed: 31, 2016, and] [added: 30, 2017,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2017,] [added: 29, 2018,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”) of the Company and our report dated February [removed: 21, 2018] [added: 20, 2019] expressed an unqualified opinion thereon.
There were no changes in our internal control over financial reporting during the quarter ended December [removed: 30, 2017] [added: 29, 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
February 20, 2019
| | 92 | |
| --- | --- | --- |
February 21, 2018
| | 93 | |
Item 9B. Other Information
0 rewritten, 0 added, 2 removed, 2 unchanged
| | 94 | |
| --- | --- | --- |
Item 10. Directors, Executive Officers and Corporate Governance
4 rewritten, 0 added, 2 removed, 23 unchanged
Garmin’s definitive proxy statement in connection with its annual meeting of shareholders scheduled for June [removed: 8, 2018] [added: 7, 2019] (the “Proxy Statement”) will be filed with the Securities and Exchange Commission no later than 120 days after December [removed: 30, 2017.][added: 29, 2018.]
The information set forth in response to Item 401 of Regulation S-K under the headings “Proposal [removed: 6] [added: 5] – Re-election of five directors and election of one new director” in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 10.
A copy of the Code is available on Garmin’s website at: [removed: http://www8.garmin.com/aboutGarmin/invRelations/documents/Code_of_Conduct_2016.pdf.][added: 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 be disclosed on Garmin’s website at: [removed: http://www8.garmin.com/aboutGarmin/invRelations/documents/Code_of_Conduct_2016.pdf.][added: https://www8.garmin.com/aboutGarmin/invRelations/documents/Code_of_Conduct.pdf.]
| --- | --- | --- |
| | 95 | |
Item 11. Executive Compensation
2 rewritten, 0 added, 0 removed, 1 unchanged
The information set forth in response to Item 402 of Regulation S-K under the headings “Executive Compensation Matters” and “Proposal [removed: 6] [added: 5] - Re-election of five directors and election of one new director [removed: -] [added: –] Non-Management Director Compensation” 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)(4) of Regulation S-K under the heading “Proposal [removed: 6] [added: 5] -Re-election of five directors and election of one new director [removed: -] [added: –] 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
8 rewritten, 3 added, 5 removed, 8 unchanged
The following table gives information as of December [removed: 30, 2017] [added: 29, 2018] about the Garmin common shares that may be issued under all of the Company’s existing equity compensation plans, as adjusted for stock splits.
| | | | | | | | | | | [removed: Number] [added: Number] of [removed: securities] [added: securities] | | |
| | | | | | | | | | | [removed: remaining] [added: remaining] available [removed: for] [added: for] | | |
| | | | | | | | | | | [removed: future] [added: future] issuance [removed: under] [added: under] | | |
| | | [removed: Number] [added: Number] of securities to [removed: be] [added: be] | | | | [removed: Weighted-average] [added: Weighted-average] | | | | [removed: equity compensation] [added: equity compensation] | | |
| | | [removed: issued] [added: issued] upon exercise [removed: of] [added: of] | | | | [removed: exercise] [added: exercise] price [removed: of] [added: of] | | | | [removed: plans (excluding] [added: plans (excluding] | | |
| | | [removed: outstanding options,] [added: outstanding options,] | | | | [removed: outstanding options,] [added: outstanding options,] | | | | [removed: securities] [added: securities] reflected [removed: in] [added: in] | | |
| Plan Category | | [removed: warrants] [added: warrants] and [removed: rights] [added: rights] | | | | [removed: warrants] [added: warrants] and [removed: rights] [added: rights] | | | | [removed: column A)] [added: column A)] | | |
| | | A | | | | B | | | | C | | |
| Equity compensation plans approved by shareholders | | | 2,184,857 | | | $ | 50.92 | | | | 4,875,785 | |
| Total | | | 2,184,857 | | | $ | 50.92 | | | | 4,875,785 | |
| | | A | | | | B | | | | C | | |
| Equity compensation plans approved by shareholders | | | 2,454,078 | | | $ | 48.94 | | | | 7,048,314 | |
| Total | | | 2,454,078 | | | $ | 48.94 | | | | 7,048,314 | |
| | 96 | |
| --- | --- | --- |
Item 13. Certain Relationships and Related Transactions, and Director Independence
2 rewritten, 0 added, 0 removed, 0 unchanged
The information set forth in response to Item 404 of Regulation S-K under the heading “Proposal [removed: 6] [added: 5] – Re-election of five directors and election of one new director - 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 [removed: 6] [added: 5] – Re-election of five directors and election of one new director” in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 13.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 2 removed, 1 unchanged
The information set forth under the headings “Audit Matters [removed: —] [added: --] 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.
| | 97 | |
| --- | --- | --- |
Item 15. Exhibits, and Financial Statement Schedules
79 rewritten, 75 added, 8 removed, 21 unchanged
| | (3) | Exhibits [removed: —] [added: --] The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K: |
| [removed: |] EXHIBIT | | |
| [removed: |] NUMBER | | DESCRIPTION |
| [removed: | [3.1](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex3-1.htm)] [added: [10.48](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-1.htm)] | | [removed: [Articles of Association of Garmin Ltd.,] [added: [Garmin Ltd. Employee Stock Purchase Plan,] as amended and restated on [removed: June 10,] [added: October 21,] 2016 (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex3-1.htm)] [added: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-1.htm)] |
| [removed: |] [3.2](http://www.sec.gov/Archives/edgar/data/1121788/000114420414010483/v367065_ex3-2.htm) | | [Organizational Regulations of Garmin Ltd., as amended on February 14, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K filed on February 19, 2014).](http://www.sec.gov/Archives/edgar/data/1121788/000114420414010483/v367065_ex3-2.htm) |
| [removed: |] [10.1](http://www.sec.gov/Archives/edgar/data/1121788/000095013100006642/0000950131-00-006642-0005.txt) | | [Garmin Ltd. 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 filed December 6, 2000 (Commission File No. 333-45514)).](http://www.sec.gov/Archives/edgar/data/1121788/000095013100006642/0000950131-00-006642-0005.txt) |
| [removed: |] [10.2](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-1.htm) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for Employees of Garmin International, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-1.htm) |
| [removed: |] [10.3](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-3.htm) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for Employees of Garmin Corporation (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-3.htm) |
| [removed: |] [10.4](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-4.htm) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for UK-Approved Stock Options for Employees of Garmin (Europe) Ltd. (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-4.htm) |
| [removed: |] [10.5](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-5.htm) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for Non UK-Approved Stock Options for Employees of Garmin (Europe) Ltd. (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-5.htm) |
| [removed: |] [10.6](http://www.sec.gov/Archives/edgar/data/1121788/000095013100006018/0000950131-00-006018-0004.txt) | | [Garmin Ltd. 2000 Non-Employee Directors’ Option Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 filed December 6, 2000 (Commission File No. 333-45514)).](http://www.sec.gov/Archives/edgar/data/1121788/000095013100006018/0000950131-00-006018-0004.txt) |
| [removed: |] [10.7](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-2.htm) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. Non-Employee Directors’ Option Plan for Non-Employee Directors of Garmin Ltd. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-2.htm) |
| [removed: |] [10.8](http://www.sec.gov/Archives/edgar/data/1121788/000114420406031651/v049177_ex10-1.htm) | | [Garmin Ltd. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed August 9, 2006).](http://www.sec.gov/Archives/edgar/data/1121788/000114420406031651/v049177_ex10-1.htm) |
| [removed: |] [10.9](http://www.sec.gov/Archives/edgar/data/1121788/000112178802000003/form10k.txt) | | [First Amendment to Garmin Ltd. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K filed on March 27, 2002).](http://www.sec.gov/Archives/edgar/data/1121788/000112178802000003/form10k.txt) |
| [removed: | [10.10](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-1.txt)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1121788/000112178803000022/form10q_062803.txt)] | | [Second Amendment to Garmin Ltd. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 13, [removed: 2003).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-1.txt)] [added: 2003).](http://www.sec.gov/Archives/edgar/data/1121788/000112178803000022/form10q_062803.txt)] |
| [removed: |] [10.11](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-1.txt) | | [Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 7, 2005).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-1.txt) |
| [removed: |] [10.12](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-2.txt) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 7, 2005).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-2.txt) |
| [removed: |] [10.13](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm) | | [Form of Stock Appreciation Rights Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2007).](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm) |
| [removed: |] [10.14](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-4.txt) | | [Form of Stock Appreciation Rights Agreement pursuant to the Garmin Ltd.2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on June 7, 2005).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-4.txt) |
| [removed: |] [10.15](http://www.sec.gov/Archives/edgar/data/1121788/000114420408011821/v104888_ex10-15.htm) | | [Amended and Restated Garmin Ltd. Employee Stock Purchase Plan effective January 1, 2008 (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed on February 26, 2008).](http://www.sec.gov/Archives/edgar/data/1121788/000114420408011821/v104888_ex10-15.htm) |
| [removed: |] [10.16](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-1.htm) | | [Form of Time Vested Restricted Stock Unit Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 17, 2008).](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-1.htm) |
| [removed: |] [10.17](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-2.htm) | | [Form of Performance Shares Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 17, 2008).](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-2.htm) |
| [removed: |] [10.18](http://www.sec.gov/Archives/edgar/data/1121788/000114420409010751/v140434_ex10-18.htm) | | [Garmin Ltd. 2009 Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.18 of the Registrant’s Annual Report on Form 10-K filed on February 25, 2009](http://www.sec.gov/Archives/edgar/data/1121788/000114420409010751/v140434_ex10-18.htm) |
| [removed: |] [10.19](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-22.htm) | | [Amended and Restated Garmin Ltd. Employee Stock Purchase Plan, effective January 1, 2010 (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-22.htm) |
| [removed: |] [10.20](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-23.htm) | | [Form of Time Vested Restricted Stock Unit Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan, as revised by the Registrant’s Board of Directors on December 11, 2009 (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-23.htm) |
| [removed: |] [10.21](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-24.htm) | | [Form of Performance Shares Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan, as revised by the Registrant’s Board of Directors on December 11, 2009 (incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-24.htm) |
| [removed: |] [10.22](http://www.sec.gov/Archives/edgar/data/1121788/000114420409021619/v146637_def14a.htm) | | [Garmin Ltd. 2005 Equity Incentive Plan (as Amended and Restated Effective June 5, 2009) (incorporated by reference to Schedule 1 of the Registrant’s Proxy Statement on Schedule 14A filed on April 21, 2009).](http://www.sec.gov/Archives/edgar/data/1121788/000114420409021619/v146637_def14a.htm) |
| [removed: |] [10.23](http://www.sec.gov/Archives/edgar/data/1121788/000114420409021619/v146637_def14a.htm) | | [Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan, Effective June 5, 2009 (incorporated by reference to Schedule 2 of the Registrant’s Proxy Statement on Schedule 14A filed on April 21, 2009).](http://www.sec.gov/Archives/edgar/data/1121788/000114420409021619/v146637_def14a.htm) |
| [removed: |] [10.24](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm) | | [Garmin Ltd. Amended and Restated 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm) |
| [removed: |] [10.25](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-3.htm) | | [Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-3.htm) |
| [removed: |] [10.26](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-4.htm) | | [Garmin Ltd. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-4.htm) |
| [removed: |] [10.27](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-5.htm) | | [Garmin Ltd. Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-5.htm) |
| [removed: |] [10.28](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-6.htm) | | [Form of Stock Option Agreement pursuant to the Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-6.htm) |
| [removed: |] [10.29](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-7.htm) | | [Form of Performance Shares Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-7.htm) |
| [removed: |] [10.30](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-8.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss residents (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-8.htm) |
| [removed: |] [10.31](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-9.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss residents (incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-9.htm) |
| [removed: |] [10.32](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-1.htm) | | [Transaction Agreement between Garmin Ltd., a Cayman Islands company, and the Registrant, dated as of May 21, 2010 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-1.htm) |
| [removed: |] [10.33](http://www.sec.gov/Archives/edgar/data/1121788/000114420411072024/v244263_ex10-1.htm) | | [Form of Non-Qualified Stock Option Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 27, 2010 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 29, 2011).](http://www.sec.gov/Archives/edgar/data/1121788/000114420411072024/v244263_ex10-1.htm) |
| [removed: |] [10.34](http://www.sec.gov/Archives/edgar/data/1121788/000114420411023317/v219166_def14a.htm) | | [Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (incorporated by reference to Schedule 1 of the Registrant’s Definitive Proxy Statement on Form 14A filed on April 21, 2011).](http://www.sec.gov/Archives/edgar/data/1121788/000114420411023317/v219166_def14a.htm) |
| [removed: |] [10.35](http://www.sec.gov/Archives/edgar/data/1121788/000114420411034047/v225039_ex10-2.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 6, 2011).](http://www.sec.gov/Archives/edgar/data/1121788/000114420411034047/v225039_ex10-2.htm) |
| | | |
| [3.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex3-1.htm) | | [Articles of Association of Garmin Ltd., as amended and restated on June 8, 2018.](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex3-1.htm) |
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| --- | --- | --- | --- |
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| | 98 | |
| | 99 | |
| | 100 | |
| | 101 | |
| | 102 | |
| | 103 | |
An excerpt. Shown here: 40 of 79 rewritten, 40 of 75 added and all 8 removed. The counts are complete. For every sentence, read Item 15. Exhibits, and Financial Statement Schedules in the FY2018 filing and the FY2017 filing.
Item 16. Form 10-K Summary
21 rewritten, 9 added, 12 removed, 73 unchanged
| | | [removed: Balance at] | [added: Balance at] | | | [removed: Charged to] | [added: Charged to] | | | [removed: Charged to] | [added: Charged to] | | | | | | | [removed: Balance at] | [added: Balance at] | |
| | | [removed: Beginning of] | [added: Beginning of] | | | [removed: Costs and] | [added: Costs and] | | | [removed: Other] | [added: Other] | | | | | | | [removed: End of] | [added: End of] | |
| Description | | [removed: Period] | [added: Period] | | | [removed: Expenses] | [added: Expenses] | | | [removed: Accounts] | [added: Accounts] | | | [removed: Deductions] | [added: Deductions] | | | [removed: Period] | [added: Period] | |
| Year Ended December [removed: 30,] [added: 31,] 2017: | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful [removed: accounts] [added: accounts(1)] | | $ | 14,669 | | | $ | 1,021 | | | [added: $] | [removed: \-] [added: —] | | | $ | (11,522 | ) | | $ | 4,168 | |
| Valuation allowance - Deferred Tax Asset | | | 4,622 | | | | 3,077 | | | | [removed: \-] [added: —] | | | | (432 | ) | | | 7,267 | |
| Total | | $ | 19,291 | | | $ | 4,098 | | | [added: $] | [removed: \-] [added: —] | | | $ | (11,954 | ) | | $ | 11,435 | |
| Allowance for doubtful accounts | | $ | 13,805 | | | $ | 4,137 | | | [added: $] | [removed: \-] [added: —] | | | $ | (3,273 | ) | | $ | 14,669 | |
| Valuation allowance - Deferred Tax Asset | | | 2,781 | | | | 1,966 | | | | [removed: \-] [added: —] | | | | (125 | ) | | | 4,622 | |
| Total | | $ | 16,586 | | | $ | 6,103 | | | [added: $] | [removed: \-] [added: —] | | | $ | (3,398 | ) | | $ | 19,291 | |
| Year Ended December [removed: 26, 2015:] [added: 29, 2018:] | | | | | | | | | | | | | | | | | | | | |
Dated: February [removed: 21, 2018][added: 20, 2019]
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 [removed: 21, 2018.][added: 20, 2019.]
[removed: 2017] [added: 2018] Form 10-K Annual Report
| [removed: [10.60](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)] [added: [10.64](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. [removed: 2005] [added: 2011 Non-Employee Directors’] Equity Incentive Plan, [removed: for non-Swiss] [added: as amended] and [removed: non-Canadian grantees.](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)] [added: restated on February 15, 2019.](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)] |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex21-1.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex21-1.htm)] | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex21-1.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex21-1.htm)] |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex23-1.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex23-1.htm)] | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex23-1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex23-1.htm)] |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex31-1.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex31-1.htm)] | | [Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex31-1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex31-1.htm)] |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex31-2.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex31-2.htm)] | | [Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex31-2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex31-2.htm)] |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex32-1.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex32-1.htm)] | | [Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex32-1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex32-1.htm)] |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex32-2.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex32-2.htm)] | | [Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex32-2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex32-2.htm)] |
| Allowance for doubtful accounts | | $ | 4,168 | | | $ | 2,123 | | | $ | — | | | $ | (804 | ) | | $ | 5,487 | |
| Valuation allowance - Deferred Tax Asset | | | 7,267 | | | | 1,186 | | | | — | | | | (3,885 | ) | | | 4,568 | |
| Total | | $ | 11,435 | | | $ | 3,309 | | | $ | — | | | $ | (4,689 | ) | | $ | 10,055 | |
| | (1) | The $11.5 million deduction from the allowance for doubtful accounts during the fiscal year ended December 30, 2017 was a result of the write-off of uncollectable accounts that had previously been fully reserved. |
| /s/ Jonathan C. Burrell | | /s/ Rebecca R. Tilden |
| Jonathan C. Burrell | | Rebecca R. Tilden |
| [3.1](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex3-1.htm) | | [Articles of Association of Garmin Ltd., as amended and restated on June 8, 2018.](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex3-1.htm) |
| [10.63](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm) | | [Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019.](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm) |
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| | 104 | |
| --- | --- | --- |
| Allowance for doubtful accounts | | $ | 18,330 | | | $ | (2,521 | ) | | | \- | | | $ | (2,004 | ) | | $ | 13,805 | |
| Valuation allowance - Deferred Tax Asset | | | 11,358 | | | | 422 | | | | \- | | | | (8,999 | ) | | | 2,781 | |
| Total | | $ | 29,688 | | | $ | (2,099 | ) | | | \- | | | $ | (11,003 | ) | | $ | 16,586 | |
| | 105 | |
| /s/ Donald H. Eller | | /s/ Rebecca R. Tilden |
| Donald H. Eller | | Rebecca R. Tilden |
| | 106 | |
| [10.61](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-Swiss and non-Canadian grantees who are executive officers.](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm) |
| [10.62](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm) | | [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 grantee grantees who are not executive officers.](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm) |
| | 107 | |