Garmin (GRMN) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-26 10-K against the 2019-12-28 one, compared heading by heading and sentence by sentence.
Item 1A65 rewritten49 added41 removed272 unchanged
All filing items828 rewritten366 added488 removed1,491 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 366 added, 488 removed, 828 rewritten and 1,491 unchanged across 16 items that differ.
Sentences by item
19 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
65 rewritten, 49 added, 41 removed, 272 unchanged
If we are not successful in the continued development, timely manufacture, and introduction of new products or product categories, demand for our products could decrease to the extent that lost sales and [removed: profits] [added: profits, or losses,] from declining segments or product categories are not entirely offset.
This is particularly important to replace sales and profits [removed: lost] [added: lost, or losses incurred,] in declining segments or product categories.
[removed: Maturation] [added: Maturation] or contraction of the market for wearable devices or categories of [added: these] devices could adversely affect our revenue and [removed: profits.][added: profits.]
The currencies that typically create a majority of our exchange rate exposure are the Taiwan Dollar, Euro, [removed: and] British Pound [removed: Sterling.][added: Sterling, Australian Dollar, Chinese Yuan, and Japanese Yen.]
The Taiwan Dollar is the functional currency of Garmin Corporation, the [removed: U.S. Dollar] [added: Euro] is the functional currency of [removed: Garmin (Europe) Ltd.,] [added: several subsidiaries,] and the [removed: Euro] [added: U.S. Dollar] is the functional currency of [removed: most of our other European subsidiaries,] [added: Garmin (Europe) Ltd.,] although some transactions and balances are denominated in British Pounds.
Due to the relative size of entities [removed: using a functional currency] [added: with] other [removed: than the Taiwan Dollar, Euro, and British Pound Sterling,] [added: functional currencies,] fluctuations of other currencies are not expected to have a material impact on our financial statements.
Significant judgment is required in determining our [removed: worldwide] [added: global] provision for income taxes.
[removed: Changes] [added: Changes] to trade regulations, including trade restrictions, sanctions, or tariffs, could significantly harm our results of [removed: operations.][added: operations.]
We manufacture goods in the People’s Republic of [removed: China] [added: China, also referred to as the PRC,] and import certain materials from the [removed: People’s Republic of China] [added: PRC] that are used to manufacture goods in the United States.
The imposition of additional governmental controls or regulations that create new or enhanced restrictions on free trade, trade sanctions, or tariffs, particularly those applicable to materials or goods from the [removed: People’s Republic of China,] [added: PRC,] could have a substantial adverse effect on our business, results of operations, and financial condition.
We have [removed: global] operations [removed: which] [added: outside the United States that] make up a significant portion of our total revenue, which can present challenges depending on economic and geopolitical conditions on both a global and regional scale.
Relations between Taiwan and the [removed: People’s Republic of China, also referred to as the PRC,] [added: PRC] and other factors affecting the political or economic conditions of Taiwan in the future, could materially affect our business, financial condition and results of operations and the market price and the liquidity of our shares.
Although significant economic and cultural relations [removed: have been established during recent years] [added: exist] between Taiwan and the PRC, the PRC government has indicated that it may use military force to gain control over Taiwan in certain circumstances, such as the declaration of independence by Taiwan.
We expect that it will become more difficult to forecast demand as we introduce and support a diverse product portfolio, [removed: as] competition in the market for our products intensifies and [removed: as] the markets for some of our products mature.
| | • | Rapid increases in production levels to meet unanticipated demand could result in higher costs for manufacturing and supply of [removed: components] [added: components, higher freight costs associated with urgent distribution of the products,] and other expenses. These higher costs could lower our profit margins. Further, if production is increased rapidly, manufacturing quality could decline, which may also lower our margins and reduce customer satisfaction. |
[removed: We] [added: We] depend on third party suppliers and licensors, some of which are sole source, for [removed: specific components] [added: content, technology,] and [removed: map data] [added: components] used in our products.
Our production and business would be seriously harmed if these suppliers are not able to meet our demand and alternative sources are not available, or if the costs of components [removed: rise.][added: rise.]
If suppliers are unable to meet our demand for components on a timely basis [removed: and] [added: or] if we are unable to obtain an alternative source, or if the price of the alternative source is prohibitive, our ability to maintain timely and cost-effective production of our products would be seriously harmed.
[removed: A] [added: The United Kingdom (UK) formally left the European Union (EU) on January 31, 2020, and a] transition period through December 31, 2020 [removed: has been] [added: was] established to allow the UK and EU to negotiate the terms of the UK’s withdrawal.
[removed: Additionally,] [added: The] long-term risks of Brexit include economic recessions in the UK or other European markets and currency instability for both the British Pound Sterling and the Euro.
We have operations in the UK, including offices and a distribution facility, and several EU member [removed: states, and therefore Brexit will impact our operations.][added: states.]
[removed: We] [added: While these impacts] have [removed: certain measures in place to reduce the impact] [added: not yet been material] to our business [removed: operations; however,] [added: operations, results of operations, and financial condition,] risks such as slow or inefficient border clearance, prolonged economic recession, and currency fluctuations could have material adverse effects [removed: on our business operations, results of operations, and financial condition.][added: in the future.]
[removed: We] [added: We] have claims and lawsuits against us that may result in adverse [removed: outcomes.][added: outcomes.]
A material adverse impact on our consolidated financial statements could occur for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable [removed: which, if not expected,] [added: and] could harm our results of operations and financial condition.
[removed: Continued declines in auto PND revenue and] [added: We are committed to make] significant investments in auto OEM [added: for the foreseeable future, which] could negatively impact total Company profits and shareholder [removed: value.][added: value if we fail to become profitable.]
[removed: This] [added: The consumer] auto [removed: PND] market [removed: is] [added: has been] declining as competing technologies emerged and market saturation occurred.
The acceptance by consumers of these alternative solutions has negatively impacted sales and profits in the [added: consumer] auto segment.
There is no assurance that the decline in sales will end, and thus no assurance that we can continue to generate profits from the [added: consumer] auto [removed: segment.][added: segment, which could put some or all of the goodwill associated with the consumer auto reporting unit at further risk of impairment.]
We have [removed: recently] been awarded several tier-one and tier-two auto OEM supplier contracts.
Gross margins associated with these auto OEM programs are [removed: expected to be] lower than the gross margins realized [removed: in the auto segment and] [added: by] the Company as a whole in recent periods.
If we are not successful in winning additional contract awards or substantially leveraging our investments, periods of lower operating income or operating losses in the auto [added: OEM] segment could [added: continue to] negatively impact total Company profits and [added: may negatively impact] shareholder [removed: value.][added: value if we fail to become profitable.]
[removed: Our] [added: Our] products may contain undetected security vulnerabilities, which could result in damage to our reputation, lost revenue, diverted development resources and increased warranty claims, and [removed: litigation.][added: litigation.]
Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, to reduce or delay future purchases, or use [removed: competitive] [added: competing] products.
[removed: Such breach notification] [added: These] laws continue to [removed: evolve] [added: develop] and may be inconsistent from [removed: one] jurisdiction to [removed: another.][added: jurisdiction.]
[removed: While] [added: Although] we maintain [added: cyber] insurance coverage that, subject to policy terms and conditions and a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.
Regulatory authorities and legislative bodies around the world, including in the United States, have enacted or are considering [added: enacting] a number of legislative and regulatory proposals concerning data protection.
[removed: We] [added: We] rely on information technology systems for our business operations.
Failures or disruptions, including security breaches or cyber attacks, to our information technology systems may harm our reputation and adversely affect our business and result of [removed: operations.][added: operations.]
These systems assist in our business processes, including, but not limited to, communications, financial management, supply chain management, [added: manufacturing,] order processing, shipping and billing, and providing services and support to our customers.
Additionally, we electronically maintain sensitive data, including [removed: intellectual property,] our [added: intellectual property and confidential and] proprietary [removed: business] information and that of our [removed: customers and suppliers, and some personally identifiable information of our customers and employees, in our facilities and on our networks.][added: business partners.]
Public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have had and will likely continue to have significant impacts on our business.
Widespread public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic, have had, and will likely continue to have, significant impacts on our business.
The COVID-19 pandemic continues to rapidly evolve, creating disruption and uncertainty around the world, which has resulted in, and we expect will continue to result in, reduced overall demand for certain of our products and other operational impacts.
There are unknown factors, such as the duration and severity of the pandemic, the nature and length of actions taken by governments, businesses and individuals to contain or mitigate its impact, the severity and duration of the economic impact caused by the pandemic, the uncertainty surrounding the efficacy, distribution and uptake of vaccines, along with the effectiveness of our response, that may affect the magnitude of effects to our business operations, results of operations, and its ultimate impact on our financial condition.
Demand for certain of our products has been, and is expected to continue to be, adversely affected in several ways.
Consumers have been and may continue to be less able or less likely to purchase certain of our products due to economic hardships, governmental restrictions affecting them and the retail outlets that sell our products, voluntary behavior changes associated with public health guidance, the prioritization of other goods and services by online retailers that sell our products, restrictions on the ability of online retailers to ship products to certain areas, the cancellation of trade shows and other events that are otherwise important in the marketing and sale of our products, and the potential failure and closure of retail outlets and online retailers that sell our products.
Certain of our sales and distribution offices have experienced and may again experience temporary closure due to governmental restrictions.
Additional or prolonged closures of certain sales and distribution offices could affect our ability to market and distribute products to meet customer demand.
The adverse impacts of the pandemic have created economic stress in the global marketplace, high levels of unemployment, loss of income and/or wealth for some individuals, and general economic uncertainty.
These conditions have affected and are expected to continue to affect the willingness or ability of customers to purchase certain of our products or those of original equipment manufacturers in which our products are installed.
Our supply chain may also be adversely impacted by COVID-19.
We may be unable to procure, or experience delays in procuring, certain components from our suppliers, and the cost of procuring components could increase.
Reduced demand for certain of our products has resulted in, and may continue to result in, reduced utilization of certain of our manufacturing facilities and higher per-unit costs for certain products.
Certain of our manufacturing facilities may also experience inopportune temporary closures or reduced hours, which could adversely affect the costs incurred to produce our products and our ability to meet demand.
COVID-19 has had and will continue to have several other operational impacts on our business, which will or may include employees working remotely, temporarily ceasing operations in some offices due to government restrictions, business travel restrictions, and the cancellation of events that are otherwise important in the development, marketing and sale of our products.
These changes in our business operations may result in reduced efficiency and lower productivity.
We have incurred and are expected to continue to incur increased costs as we provide additional benefits to assist our employees during the COVID-19 pandemic and provide a safe and healthy workplace for employees who continue to work in our facilities.
Similar operational and financial hardships on our business partners may result in aged or uncollectable receivables, and the reduced demand for certain of our products could result in obsolescence of certain inventory.
If the economy experiences a sustained downturn of significant proportion that impacts portions of our business, we may also need to incur the costs and organizational impacts of personnel restructuring.
Additional risks and impacts associated with COVID-19 including gross margin fluctuation, foreign currency fluctuations, successful continued product development, impacts to our key personnel, and dependencies on third party suppliers, may be heightened as a result of the COVID-19 pandemic.
There are further unknown risks and impacts due to the uncertainty and rapidly evolving nature of the pandemic including, but not limited to, uncertainty around the evolution of the pandemic, the unprecedented imposition of preventative measures by governments that impact the economy and normal operations of a business and the timing and manner of relaxation of those measures.
Potential future health emergencies may present risks and impacts similar to the ongoing COVID-19 pandemic.
If we are unable to manage these risks and uncertainties, our business, financial condition, and results of operations could be materially impacted.
We have and may continue to experience shortages of certain components.
In addition, a shortage in supply of components may result in an increase of the costs of available components.
We also electronically maintain personal information of our users and employees.
The Company was the victim of a cyber attack that encrypted some of our systems on July 23, 2020.
As a result, many of our online services were interrupted including website functions, customer support, customer facing applications, and company communications.
We immediately began to assess the nature of the attack and started remediation.
Based on our due diligence and independent forensic analysis, we have no indication that any customer data was accessed, lost or stolen.
Additionally, the functionality of Garmin products was not affected, other than the ability to access online services.
The impact of this outage to our operations and financial results was not material, and we do not expect it to have material impacts on future periods.
However, we may still suffer negative consequences, including certain of those described in the paragraphs above, beyond our current expectations.
As a result, the UK is no longer part of the European Single Market and European Union Customs Union effective January 1, 2021.
The UK and EU signed the EU–UK Trade and Cooperation Agreement (TCA) in December 2020, which has been applied provisionally since January 1, 2021 until it is ratified by all parties to the agreement.
Under the TCA, there is no longer the free movement of goods or people between the UK and the EU, which has resulted and could continue to result in certain delays in the shipment of these goods.
Brexit therefore has impacted and will continue to impact our operations.
Continued declines in consumer auto revenue could negatively impact the carrying value of the goodwill associated with the reporting unit.
Our business is subject to a variety of United States and international laws, regulations and other legal obligations regarding data protection.
Noncompliance could result in significant penalties, governmental investigations and regulatory proceedings, litigation, harm to our brand, and a decrease in the use of our products and services.
In the past, we have experienced shortages of certain components.
In addition, if there are shortages in supply of components, the costs of such components may rise.
We are also dependent on third party licensors for digital mapping data used in our products.
There are only a limited number of suppliers of mapping data for some of our products and geographical regions.
If we are unable to continue licensing such mapping data from our suppliers and are unable to obtain an alternative source, or if our relationships with our suppliers change detrimentally, our ability to supply mapping data for use in our products would be seriously harmed.
The United Kingdom (UK) formally left the European Union (EU) on January 31, 2020.
However, there is continued uncertainty surrounding the future relationship between the UK and EU, including trade agreements between the UK and EU.
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.
Depending on finalization of a trade agreement between the UK and the EU during the transition period, the impacts of Brexit may have a lesser impact to our financial condition and business operations.
Given the number of different outcomes still possible, the impacts of Brexit are difficult to determine until specific terms of the withdrawal are reached.
We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and our actual or perceived failure to comply with such regulations and obligations could harm our business.
Due to the volume and types of the personal information and data we manage and the nature of our products and applications, the security features of our platform and information systems are critical.
If our security measures or applications are breached, are disrupted or fail, unauthorized persons may be able to obtain access to user data.
If we or our third-party service providers, business partners, or third-party apps with which our users choose to share their Garmin data were to experience a breach, disruption or failure of systems compromising our users’ data or the media suggested that our security measures or those of our third-party service providers were insufficient, our brand and reputation could be adversely affected, use of our products and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings.
Depending on the nature of the information compromised, in the event of a data breach, disruption or other unauthorized access to our user data, we may also have obligations to notify users about the incident and we may need to provide some form of remedy for the individuals affected by the incident.
A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data.
Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises user data.
Our users may also accidentally disclose or lose control of their passwords, creating the perception that our systems or those of our third-party service providers are not secure against third-party access.
Additionally, if third parties we work with, such as vendors, business partners, service providers, or developers, violate applicable laws, agreements, or our policies, such violations may also put our users’ information at risk and could in turn have an adverse effect on our business.
In May 2018, the General Data Protection Regulation (GDPR) went into effect in the EU.
On January 1, 2020, the California Consumer Privacy Act (CCPA) went into effect, and other States in the United States are considering adopting data privacy laws.
Noncompliance with GDPR.
CCPA, or other data protection laws in other States in the United States or in other countries, could result in significant fines and penalties.
In addition, the interpretation and application of consumer and data protection laws in the U.S., Europe, Asia, Latin America, and elsewhere are sometimes uncertain and in flux.
It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our interpretation and data practices.
If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations.
A cybersecurity breach could negatively affect our competitive position and operating results as a result of theft of our intellectual property and could negatively affect our reputation as a trusted product and service provider by adversely affecting the market's perception of the security or reliability of our products or services.
Our technology errors and omissions insurance may not protect against all of the costs, liabilities, and other adverse effects arising from a security breach or system failure.
Prior to the 2017 Act, the Company did not believe we, or any of our non-U.S. subsidiaries, were considered a CFC, which is a determination made daily based on whether the 10% U.S. shareholders together own, or are considered to own as a result of the attribution rules, more than fifty percent of the voting power or value of a non-U.S. corporation.
The repeal is effective as of the last taxable year of CFCs beginning before January 1, 2018 and for the taxable year of 10% U.S. shareholders in which the CFCs' taxable year ends.
For example, the 2017 Act amended Section 965 to require 10% U.S. shareholders to include in income their pro-rata share of certain earnings and profits (E&P) of CFCs.
This Section 965 inclusion is accompanied by a partial dividends-received deduction.
However, of the current deployment of satellites in place, some have been operating for more than 20 years.
To repair damaged or malfunctioning satellites is currently not economically feasible.
GPS modernization software updates can cause problems.
Some of our products also use satellite signals from the Russian GLONASS System.
Other countries, including China and India, are in the process of creating their own GNSS systems, and we either have developed or will develop products which use GNSS signals from these systems.
The European community is developing an independent radio navigation satellite system, known as Galileo.
Any of the foregoing factors could affect the willingness of buyers of our products to select Global Positioning System-based products instead of products based on competing technologies.
At the federal legislative level, U.S. Congress could pass legislation to adopt some form of federal mandatory greenhouse gas emission reduction, such as a nationwide cap-and-trade program.
An excerpt. Shown here: 40 of 65 rewritten, 40 of 49 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2020 filing and the FY2019 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
181 rewritten, 88 added, 27 removed, 136 unchanged
This section provides discussion and a year-to-year comparison for the fiscal years ended December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018.][added: 28, 2019.]
Discussion regarding our results of operations for the fiscal year ended December [removed: 30, 2017] [added: 29, 2018] and a year-to-year comparison between the fiscal years ended December [removed: 29, 2018] [added: 28, 2019] and December [removed: 30, 2017] [added: 29, 2018] can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December [removed: 29, 2018.][added: 28, 2019.]
Fiscal years [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] contained 52 weeks.
[removed: We operate in five reportable segments, which serve the auto,] [added: The] aviation, fitness, marine, and outdoor [removed: markets.][added: operating segments represent reportable segments.]
[removed: Each] [added: The] operating [removed: segment offers] [added: segments offer] products through our network of subsidiary distributors and independent dealers and distributors, [added: our own webshop,] as well as through [added: various auto, aviation, and marine] OEMs.
Since our first products were delivered in 1991, we have generated positive income from [added: consolidated] operations each year and have funded our growth from these profits.
[removed: Goodwill][added: Goodwill]
Each of the Company’s operating segments (auto [removed: PND, auto] OEM, aviation, [added: consumer auto,] fitness, marine, and outdoor) represents a distinct reporting unit.
Our net sales are primarily generated through sales to our retail partners, dealer and distributor [removed: network] [added: network, our own webshop,] and to original equipment manufacturers (OEMs).
[removed: Therefore,] [added: As a result,] we [added: do not] believe [removed: that] backlog information is [removed: not] material to the understanding of our business.
Our auto OEM and aviation products do not experience much seasonal [removed: variation,] [added: variation] but are more influenced by the timing of auto program manufacturing, aircraft certifications, regulatory mandates, and the release of new products when the initial demand is typically the strongest.
The majority of our research and development costs represent [removed: salaries for our engineers and] [added: engineering personnel costs,] costs of test equipment and components used in product and prototype [removed: development.][added: development, and outside product development costs.]
We are committed to increasing the level of innovative design and development of new products as we strive for expanded ability to serve our existing consumer and aviation markets as well as new [added: auto OEM programs and new] markets for active lifestyle products.
[removed: Results] [added: Results] of [removed: Operations][added: Operations]
| | | December [removed: 28, 2019] [added: 26, 2020] | | | | December [removed: 29, 2018] [added: 28, 2019] | | | | December [removed: 30, 2017] [added: 29, 2018] | | |
| Cost of goods sold | | | 41 | % | | | 41 | % | | | [removed: 42] [added: 41] | % |
| Gross profit | | | 59 | % | | | 59 | % | | | [removed: 58] [added: 59] | % |
| Advertising | | | 4 | % | | | [removed: 5] [added: 4] | % | | | 5 | % |
| Research and development | | | [removed: 16] [added: 17] | % | | | [removed: 17] [added: 16] | % | | | [removed: 16] [added: 17] | % |
| Total operating expenses | | | 34 | % | | | [removed: 36] [added: 34] | % | | | 36 | % |
| Operating income | | | 25 | % | | | [removed: 23] [added: 25] | % | | | [removed: 22] [added: 23] | % |
| Other income (expense), net | | | 1 | % | | | 1 | % | | | [removed: 0] [added: 1] | % |
| Income before income taxes | | | 26 | % | | | [removed: 25] [added: 26] | % | | | [removed: 22] [added: 25] | % |
| Provision (benefit) for income taxes | | | [removed: 1] [added: 2] | % | | | [removed: 4] [added: 1] | % | | | [removed: (0] [added: 4] | [removed: )%] [added: %] |
| Net income | | | [removed: 25] [added: 24] | % | | | [removed: 21] [added: 25] | % | | | [removed: 23] [added: 21] | % |
The [removed: following] table [added: below] sets forth our results of operations through operating income for each of our five [added: reported] segments [removed: during] [added: and supplemental information for] the [removed: period shown.][added: consumer auto and auto OEM operating segments that management believes is useful.]
For each line item in the [removed: table,] [added: table below,] the total of the [added: reported] segments’ amounts equals the amount in the consolidated statements of income data included in Item 6.
The amounts presented below for the 52-weeks ended December 29, 2018 [removed: and December 30, 2017] are presented here as they were originally reported.
For comparative purposes, we estimate operating income for the 52-weeks ended December 29, 2018 would have been approximately $18 million less for [removed: the aviation segment,] [added: aviation,] approximately $11 million more for [removed: the marine segment,] [added: marine,] approximately $7 million more for [removed: the outdoor segment,] [added: outdoor,] and not significantly different for [removed: the] auto and [removed: fitness segments.][added: fitness.]
| [removed: 52-weeks ended] [added: 52-Weeks Ended] December 28, 2019 | | Fitness | | | | Outdoor | | | | [added: Marine | | | |] Aviation | | | | [added: Total] Auto | | | | [removed: Marine] [added: Consumer Auto] | | | [added: | Auto OEM | | |]
| Net sales | | $ | 1,047,527 | | | $ | 917,567 | | | $ | [added: 508,850 | | | $ |] 735,458 | | | $ | 548,103 | | | $ | [removed: 508,850] [added: 365,511] | | [added: | $ | 182,592 | |]
| Cost of goods sold | | | 514,923 | | | | 319,124 | | | | [added: 205,901 | | | |] 192,073 | | | | 291,508 | | | | [removed: 205,901] [added: 193,293] | | [added: | | 98,215 | |]
| Gross profit | | | 532,604 | | | | 598,443 | | | | [added: 302,949 | | | |] 543,385 | | | | 256,595 | | | | [removed: 302,949] [added: 172,218] | | [added: | | 84,377 | |]
| Advertising expense | | | 71,772 | | | | 52,171 | | | | [added: 20,411 | | | |] 5,667 | | | | 14,435 | | | | [removed: 20,411] [added: 14,174] | | [added: | | 261 | |]
| Selling, general and administrative expenses | | | 159,793 | | | | 124,650 | | | | [added: 90,352 | | | |] 65,663 | | | | 78,110 | | | | [removed: 90,352] [added: 53,444] | | [added: | | 24,666 | |]
| Research and development expense | | | 109,181 | | | | 87,581 | | | | [added: 82,310 | | | |] 219,112 | | | | 107,182 | | | | [removed: 82,310] [added: 41,301] | | [added: | | 65,881 | |]
| Total operating expenses | | | 340,746 | | | | 264,402 | | | | [added: 193,073 | | | |] 290,442 | | | | 199,727 | | | | [removed: 193,073] [added: 108,919] | | [added: | | 90,808 | |]
| Operating income [added: (loss)] | | $ | 191,858 | | | $ | 334,041 | | | $ | [added: 109,876 | | | $ |] 252,943 | | | $ | 56,868 | | | $ | [removed: 109,876] [added: 63,299] | | [added: | $ | (6,431 | ) |]
| [removed: 52-weeks ended] [added: 52-Weeks Ended] December 29, 2018 | | Fitness | | | | Outdoor | | | | [added: Marine | | | |] Aviation | | | | [added: Total] Auto | | | | [removed: Marine] [added: Consumer Auto] | | | [added: | Auto OEM | | |]
| Net sales | | $ | 858,329 | | | $ | 809,883 | | | $ | [added: 441,560 | | | $ |] 603,459 | | | $ | 634,213 | | | $ | [removed: 441,560] [added: 425,684] | | [added: | $ | 208,529 | |]
Garmin is organized in the six operating segments of auto OEM, aviation, consumer auto, fitness, marine, and outdoor.
The Company’s Chief Executive Officer, who has been identified as the Chief Operating Decision Maker (CODM), allocates resources and assesses performance of each operating segment individually.
The auto OEM and consumer auto operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as reportable segments, and they are therefore reported together in an “all other” category captioned as auto.
Auto, aviation, fitness, marine, and outdoor are collectively referred to as our reported segments.
The consumer auto operating segment was previously referred to as our auto PND operating segment.
We have revised the name of this operating segment to reflect the evolution of the product lines and focus of that part of our business.
The name change did not impact the composition or operating results of the segment.
Impacts of COVID-19
The COVID-19 pandemic has created disruption and uncertainty in the global economy and has affected our business, suppliers, and customers.
Our operating segments were not all impacted equally, as COVID-19 had an unfavorable impact on net sales and profitability of the auto and aviation segments during fiscal year 2020.
However, the diversity of our business and product offerings helped mitigate the impacts to our consolidated net sales and operating income.
With pre-existing fundamentals such as trade credit insurance, direct online sales through our webshops, direct fulfillment arrangements with certain retailers, our strong cash and marketable securities position, market and product diversity, a vertically integrated business model, and ample inventory on hand, we were well-positioned to mitigate the initial impacts of COVID-19.
While COVID-19 continues to evolve into a complicated and prolonged global pandemic, we have implemented further mitigation measures, such as initiating additional direct fulfillment arrangements with retailers, mitigating single source supplier dependencies, enhancing cleaning and sanitation within our facilities to maintain a healthy and safe environment for essential on-site functions, boosting functionality and security of technology for employees who are working from home, and fostering the safe reintegration of our on-site workforce.
These mitigation efforts complement our top priorities of ensuring the health and safety of our employees and continuing to serve our customers.
Additional benefits have been provided to many of our employees, including increased flexible work arrangements, remote work access, and flexible paid leave policies.
We have also focused on mitigating impacts to operating income and liquidity by monitoring our expense structure and balance sheet, reducing and prioritizing certain discretionary operating expenses and capital expenditures, and slowing the number of new employees hired.
Sustained adverse impacts to us, our suppliers or our customers may affect the future valuation of certain assets and therefore may increase the likelihood of an impairment charge, write-off, write-down, reserve, or accelerated expense associated with such assets, including marketable securities, accounts receivable, inventories, prepaid expenses, property and equipment, tax assets, goodwill, indefinite and finite-lived intangible assets, capitalized preproduction design and development costs, and other assets.
Although we believe we have taken appropriate actions to help mitigate risks associated with COVID-19 as described above, the duration and magnitude of COVID-19 impacts to our business operations and financial results may be affected by a number of factors including uncertainty regarding the evolution of the pandemic, the imposition or relaxation of government restrictions on business and social gathering activities, voluntary behavior changes associated with public health guidance, the efficacy, distribution and uptake of vaccines, and those presented above in Item 1A.
Risk Factors of this Annual Report.
We aim to achieve a quick turnaround on orders we receive from our retail, dealer, and distributor customers.
Certain arrangements with OEM customers are entered into at the beginning of an aircraft or vehicle life cycle with the intent to fulfill customer purchasing requirements for the entire production life, although there are generally no firm volume commitments, and sales are therefore generated on an order-by-order basis.
We believe that our flexible production model allows our factories to experience relatively low costs of manufacturing.
| | | | | | | | | | | | | | | | | | | Auto | | | | | | | | | | |
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| Net sales | | $ | 1,317,498 | | | $ | 1,128,081 | | | $ | 657,848 | | | $ | 622,820 | | | $ | 460,326 | | | $ | 275,493 | | | $ | 184,833 | |
| Cost of goods sold | | | 619,959 | | | | 388,304 | | | | 273,398 | | | | 169,812 | | | | 253,764 | | | | 135,629 | | | | 118,135 | |
| Gross profit | | | 697,539 | | | | 739,777 | | | | 384,450 | | | | 453,008 | | | | 206,562 | | | | 139,864 | | | | 66,698 | |
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| Advertising expense | | | 66,157 | | | | 49,957 | | | | 21,549 | | | | 2,921 | | | | 10,582 | | | | 10,387 | | | | 195 | |
| Selling, general and administrative expenses | | | 190,109 | | | | 143,714 | | | | 94,376 | | | | 76,504 | | | | 65,542 | | | | 40,094 | | | | 25,448 | |
| Research and development expense | | | 122,389 | | | | 105,021 | | | | 92,801 | | | | 236,380 | | | | 149,094 | | | | 47,919 | | | | 101,175 | |
| Total operating expenses | | | 378,655 | | | | 298,692 | | | | 208,726 | | | | 315,805 | | | | 225,218 | | | | 98,400 | | | | 126,818 | |
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| Operating income (loss) | | $ | 318,884 | | | $ | 441,085 | | | $ | 175,724 | | | $ | 137,203 | | | $ | (18,656 | ) | | $ | 41,464 | | | $ | (60,120 | ) |
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Our auto reportable segment is comprised of two operating segments; auto PND and auto OEM.
We aim to achieve a quick turnaround on orders we receive, and we typically ship most orders within 72 hours.
We believe that our flexible production model allows our Xizhi, Jhongli, and LinKou manufacturing plants in Taiwan; Yangzhou manufacturing plant in China; our Wassenaar manufacturing plant in the Netherlands; and our Olathe, Kansas, and Salem, Oregon manufacturing plants in the U.S. to experience relatively low costs of manufacturing.
We estimate operating income for the 52-weeks ended December 30, 2017 would have been approximately $14 million less for the aviation segment, approximately $8 million less for the fitness segment, approximately $8 million more for the marine segment, and approximately $7 million more for each of the outdoor and auto segments.
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| | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 762,194 | | | $ | 698,867 | | | $ | 501,359 | | | $ | 785,139 | | | $ | 374,001 | |
| Cost of goods sold | | | 339,558 | | | | 250,457 | | | | 129,754 | | | | 442,441 | | | | 161,409 | |
| Gross profit | | | 422,636 | | | | 448,410 | | | | 371,605 | | | | 342,698 | | | | 212,592 | |
| Advertising expense | | | 75,660 | | | | 41,113 | | | | 6,180 | | | | 25,639 | | | | 16,101 | |
| Research and development expense | | | 80,674 | | | | 58,516 | | | | 183,726 | | | | 126,320 | | | | 62,398 | |
| Total operating expenses | | | 275,871 | | | | 198,543 | | | | 217,672 | | | | 259,954 | | | | 162,264 | |
| Operating income | | $ | 146,765 | | | $ | 249,867 | | | $ | 153,933 | | | $ | 82,744 | | | $ | 50,328 | |
The fitness segment revenue increase was primarily driven by strong sales in wearables and sales from Tacx, a newly acquired group of subsidiaries that designs and manufactures indoor bike trainers.
Aviation segment revenue increases were driven by sales growth in both aftermarket and OEM categories.
Gross profit dollars in fiscal year 2019 increased 13% while gross margin was slightly higher compared to fiscal year 2018.
Gross margin increased 410 basis points in the auto segment when compared to the prior year, primarily attributable to lower license expense.
Gross margin decreased in the fitness segment primarily due to lower average selling prices and product mix.
Selling, General and Administrative Expenses
We estimate the selling, general and administrative expense for fiscal 2017 would have been approximately $14 million more for the aviation segment, approximately $8 million more for the fitness segment, approximately $8 million less for the marine segment, and approximately $7 million less for each of the outdoor and auto segments.
In addition to the change in methodology of allocating certain selling, general and administrative expenses noted above, marine decreased in fiscal 2019, as a percent of revenue, from the previous year due to greater leverage of operating costs.
The absolute dollar increase was primarily due to engineering personnel costs related to our wearable and aviation product offerings and expenses resulting from recent acquisitions, partially offset by the capitalization of certain contractually reimbursable preproduction design and development personnel costs within the auto segment.
Our research and development spending is focused on product development, improving existing software capabilities, and exploring new categories.
Total operating income increased 21% in absolute dollars and increased 190 basis points as a percent of revenue when compared to fiscal year 2018.
Due to the relative size of the entities using a functional currency other than the Taiwan Dollar, Euro, and British Pound Sterling, currency fluctuations related to these entities are not expected to have a material impact on the Company’s financial statements.
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.
| Operating Leases | | $ | 97,319 | | | $ | 18,487 | | | $ | 30,240 | | | $ | 22,018 | | | $ | 26,574 | |
An excerpt. Shown here: 40 of 181 rewritten, 40 of 88 added and all 27 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 FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
16 rewritten, 1 added, 1 removed, 22 unchanged
The Company has not historically [removed: used financial instruments to hedge] [added: hedged] its foreign currency exchange rate risks.
The currencies that create a majority of the Company’s exchange rate exposure are the Taiwan Dollar, Euro, [removed: and] British Pound [removed: Sterling.][added: Sterling, Australian Dollar, Chinese Yuan, and Japanese Yen.]
Garmin Corporation, headquartered in [added: Xizhi,] Taiwan, uses the local currency as the functional currency.
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 [removed: in accounts] denominated in U.S. Dollars.
[removed: However, the] [added: The] functional currency of our largest European subsidiary, Garmin (Europe) [removed: Ltd., is] [added: Ltd. remains] the U.S. Dollar, and as some transactions [removed: have occurred and balances reside] [added: occur] in British Pounds Sterling or Euros, foreign currency gains or losses have been realized historically related to the movements of those currencies relative to the U.S. Dollar.
[removed: Gains] [added: The Company believes that gains] and losses may become more material in the future as our European presence grows.
During fiscal year [removed: 2019,] [added: 2020,] the Company incurred a net foreign currency [removed: loss] [added: gain] of [removed: $16.8] [added: $2.8] million.
The U.S. Dollar [removed: strengthening against the Euro and] weakening against the [removed: Taiwan Dollar] [added: Euro, Australian Dollar, Chinese Yuan, and British Pound Sterling] was partially offset by the U.S. Dollar weakening against the [removed: British Pound Sterling.][added: Taiwan Dollar.]
During fiscal [removed: 2019,] [added: 2020,] the U.S. Dollar [removed: strengthened 2.3%] [added: weakened 9.2%] against the [removed: Euro and weakened 1.5%] [added: Euro, 9.4%] against the [removed: Taiwan] [added: Australian] Dollar, [added: 7.2% against the Chinese Yuan, and 3.6% against the British Pound Sterling,] resulting in [removed: losses] [added: gains] of [removed: $9.3 million] [added: $21.1 million, $6.5 million, $2.9 million,] and [removed: $7.1] [added: $2.6] million, respectively, while the U.S. Dollar weakened [removed: 2.9%] [added: 7.1%] against the [removed: British Pound Sterling,] [added: Taiwan Dollar,] resulting in a [removed: gain] [added: loss] of [removed: $2.8] [added: $32.2] million.
The remaining net currency [removed: loss] [added: gain] of [removed: $3.2] [added: $1.9] million was related to the timing of transactions and impacts of other currencies, each of which was individually immaterial.
These and other currency moves during fiscal year [removed: 2019] [added: 2020] also resulted in a currency translation adjustment of [removed: $8.0] [added: $107.7] million within Accumulated other comprehensive [removed: income on the Company’s Consolidated Balance Sheets.][added: income.]
Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as of December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018,] [added: 28, 2019,] 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 [removed: Income] [added: income] before income taxes [removed: on the Company’s Consolidated Statements] of [removed: Income of] approximately [removed: $90] [added: $84 million] and [removed: $109] [added: $90] million at December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018, respectively.][added: 28, 2019.]
[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]
We have no outstanding long-term debt as of December [removed: 29, 2018.][added: 26, 2020.]
During [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the Company did not record any material impairment charges on its outstanding securities.
Based on balance sheet positions as of December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018,] [added: 28, 2019,] 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: $35] [added: $34] million and [removed: $38] [added: $35] million at December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018,] [added: 28, 2019,] respectively.
The Company translates all assets and liabilities at year‐end exchange rates and income and expense accounts at average rates during the year.
The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.
Item 1. Business
52 rewritten, 64 added, 112 removed, 126 unchanged
This discussion of [removed: the business of] Garmin Ltd. ("Garmin" or the "Company") should be read in conjunction with, and is qualified by reference to, “Management's Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 herein and the information set forth in response to Item 101 of Regulation S-K in such Item 7 is incorporated herein by reference in partial response to this Item 1.
The reference to Garmin’s website address does not constitute incorporation by reference of the information contained on this website, and such information should not be considered part of this report on Form [removed: 10-K.][added: 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.]
For more than 30 years, Garmin Ltd. and subsidiaries (together, the “Company”) has pioneered new wireless devices and applications that are designed for people who live an active lifestyle, many of which feature [added: location technology such as] Global Positioning System [removed: (GPS) navigation.][added: (GPS).]
Garmin [removed: designs, develops, manufactures,] [added: serves five primary] markets, [added: auto, aviation, fitness, marine,] and [removed: distributes] [added: outdoor, and we design, develop, manufacture, market, and distribute] a diverse family of hand-held, wearable, portable, and fixed-mount GPS-enabled products and other navigation, communications, sensor-based and information [removed: products.][added: products for these markets.]
Since the inception of its business, Garmin has delivered over [removed: 220] [added: 235] million products, which included more than 15 million products delivered during fiscal [removed: 2019.][added: 2020.]
[removed: Products][added: Products]
Garmin offers a broad range of solutions across its [removed: reportable] [added: reported] segments as outlined below.
In addition to GPS, other global navigation satellite systems (GNSS) utilized by Garmin products include Japan’s MTSAT-based Satellite Augmentation System (MSAS), the European Geostationary Navigation Overlay Service (EGNOS) aviation Safety of Life (SoL) service, the Russian Global Navigation Satellite System (GLONASS), the European Union Galileo [removed: system,] [added: system (Galileo),] and the Chinese BeiDou Navigation Satellite System (BDS).
Iridium’s use of [removed: a LEO] [added: this] constellation [removed: network with 66 satellites] gives it the ability to span the entire globe, offering 100 percent coverage worldwide to enable [added: reliable] satellite-based communication.
Garmin offers a broad range of products designed for use in [removed: fitness] [added: health, wellness,] and [removed: lifestyle] [added: fitness] activities.
| | • | *Running and Multi-sport Watches:* Garmin running and multi-sport watches are offered under the Forerunner® product series. The Forerunner series offers GPS-enabled watches with features unique to each model. Depending on [added: the] model, features include wrist-based heart rate monitoring, wrist-based pulse oximeter, music storage capabilities, [added: mapping capabilities,] and Garmin Pay™ contactless payment. |
| | • | *Cycling Products:* Garmin cycling products include cycling computers, power meters, [removed: and safety] [added: bike radars,] and [removed: awareness equipment.] [added: smart lights.] Additionally, Garmin offers Tacx® indoor training [removed: equipment,] [added: equipment] including smart and basic [removed: trainers.] [added: trainers, and a smart bike.] |
| | • | *Activity Tracking and Smartwatch Devices:* Garmin offers a wide range of activity tracking [removed: device] [added: devices] and smartwatch devices. The Garmin product offerings include [removed: basic] activity [removed: trackers, activity] tracking fitness bands, GPS-enabled smartwatches, and fashion-forward hybrid smartwatches with analog style displays. The activity tracking and smartwatch devices offered by Garmin are the vívomove® series, vívoactive® series, vívosmart® series, vívofit® series, vívosport® series, and the [removed: Venu™.] [added: Venu®.] Each series of activity tracking and smartwatch devices offered has unique features, all to enhance and promote healthy and active lifestyles. Features of the activity tracking and smartwatch devices, depending on the series and model, include Garmin Pay, music storage capabilities, and 24/7 health monitoring. |
| | • | *Connect IQ:* The Connect IQ™ application development platform enables [removed: third-parties] [added: third parties] to create a variety of [removed: experiences] [added: applications] that run on a wide assortment of Garmin devices. Connect IQ provides developers with an easy-to-use software development kit (SDK) to facilitate development efforts in creating watch faces, applications, widgets, and data fields. These third-party applications are available for download by Garmin users via their mobile phone or computer and run on their compatible Garmin wearable, bike computer, golf device, or outdoor handheld. |
| | [removed: •] | [removed: *Outdoor Handhelds:* Garmin offers outdoor handhelds under the Oregon®, Rino®, Montana®, eTrex®, GPSMAP®, Foretrex® and inReach® product lines. Handhelds range from basic waypoints navigation] capabilities to advanced color touchscreen devices offering barometric altimeter, 3-axis compass, camera, preloaded maps, wi-fi and smartphone connectivity, two-way satellite communication and other features. Each series of products is designed to serve various price points. Handhelds with inReach include global satellite technology which, when combined with an active subscription, offers 2-way text messaging, S.O.S. capabilities and weather forecasts while anywhere in the world. |
| | • | *Adventure Watches:* Garmin adventure watches include the fēnix® series, Instinct® series, tactix® series, the Descent™ [removed: Mk1,] [added: series,] and the MARQ® collection. The fenix series offers premium multisport smartwatches with features such as wrist-based heart rate monitoring, wrist-based pulse oximeter, music storage capabilities, preloaded full-color topographical maps, Garmin Pay™, and solar charging, depending on model. The Instinct series offers a rugged and reliable outdoor GPS smartwatch with built-in sports apps, heart rate sensor, smart connectivity and wellness data. The tactix series provides preloaded full-color topographical maps and [removed: tactical features inspired by military, law enforcement, and police special operations.] [added: tactical-inspired features.] The Descent [removed: Mk1 is a] [added: series are] watch style dive [removed: computer] [added: computers] that [removed: offers] [added: offer] divers GPS navigation, multiple dive modes, [removed: and] support for up to six gasses, [added: as well as integrated air pressure monitoring.] The MARQ series is a collection of six luxury smart tool watches with premium materials and features unique to each watch. |
| | • | *Golf Devices:* Garmin golf devices are offered under the Approach® product line. The Approach series includes handhelds, wearables, club sensors, and laser ranging devices. Over 41,000 preloaded worldwide golf courses are available to be utilized on certain Garmin golf devices. Handheld and wearable golf devices provide yardage distances to the front, back, and middle of the green. [added: In addition to course maps, the Approach G80 handheld device utilizes radar to provide swing metrics including estimated carry and roll, club head speed, ball speed, smash factor, and swing tempo.] |
| | • | *Dog Tracking and Training Devices*: Garmin offers [added: a variety of] dog tracking and training [removed: devices] [added: devices, including those] under the Astro®, Alpha®, [removed: Atemos™,] PRO, [removed: Sport PRO™,] BarkLimiter™, and Delta® product lines. |
[added: | | • |] *Traffic [added: Awareness and Avoidance] Solutions:* Garmin offers [removed: a comprehensive line] [added: an array] of traffic [removed: alert] [added: advisory] and collision avoidance [removed: systems (TCAS)] [added: systems, including TAS] and [removed: traffic advisory systems (TAS) for] [added: TCAS / ACAS solutions, with applications in] all [removed: markets served.][added: types of aircraft. |]
[added: | | • | *Personal Navigation Devices (PNDs):*] Garmin [added: is a leading manufacturer of] PNDs [removed: feature] [added: in the following categories, which include features such as] large screens, Amazon Alexa integration, integrated traffic receivers for traffic avoidance, map updates, spoken street names, voice activated navigation, speed limit indication, lane assist with PhotoReal junction views (thousands of high-quality photos of actual upcoming junctions), Bluetooth hands-free capability, [removed: DashCams,] [added: and] driver awareness [removed: alerts, and backup cameras.][added: alerts: |]
| | • | *Original Equipment Manufacturer (OEM) Solutions:* Garmin has cultivated key relationships with [removed: many] [added: leading] automobile manufacturers to be the provider of a variety of [removed: auto OEM solutions.] [added: hardware and software solutions for their vehicles.] These range from [removed: complete] embedded [added: computing models and] infotainment systems that provide a broad range of functionality, to integrated camera solutions, embedded navigation solutions, and precise positioning technology solutions. These support not only the infotainment system in the vehicle, but also key advanced driver-assistance systems (ADAS) functionality as well. |
| | • | [removed: *Cameras:*] [added: *Camera:* The] Garmin [added: Dash Cam™ series] offers GPS-enabled [removed: DashCams] [added: dash cams] that provide high-quality video recording, [removed: provide forward collision and lane departure warnings, and automatically saves] [added: automatic saving of] video footage with G-sensor incident [removed: detection. DashCams] [added: detection, and forward collision and lane departure warnings. Dash cams] are offered as compact, [removed: discreet] standalone cameras that can be mounted to a car [removed: windshield or built-in to certain PNDs.] [added: windshield.] Garmin also offers wireless backup cameras that can be utilized with compatible PNDs to display camera footage behind the [removed: vehicle when the vehicle is in reverse.] [added: vehicle.] |
| | • | *Chartplotters and Multi-Function Displays (MFDs):* Garmin offers numerous chartplotters/MFDs under the GPSMAP® and ECHOMAP™ product lines. The offerings range from 4-inch portable and fix-mounted products to 24-inch [removed: fully-integrated] [added: fully integrated] Glass Helm offerings and include wireless connectivity to the ActiveCaptain® mobile app. |
| | • | *Fishfinders:* Garmin offers an advanced line of fishfinders, the Striker™ series, which incorporate GPS technology enabling Quickdraw™ Contours, and wireless features through the ActiveCaptain [removed: mobile app. These fishfinders are available in screen sizes from 4 to 9 inches] and [removed: are paired with latest technology sonar transducers offered by Garmin to provide the clearest sonar pictures on the water.] [added: StrikerCast mobile apps.] |
| | • | *SONAR:* Garmin also offers the Panoptix™ all seeing sonar smart transducer line. Panoptix [added: LiveScope™] provides [removed: detailed] real-time, high-resolution images that can be seen in downward, [removed: 3D,] [added: perspective,] and forward-looking views for locating the fish and seeing what is coming before you get there. [removed: Garmin] [added: The Panoptix line] also offers [added: detailed 3D underwater views of fish and structure under your boat. Garmin’s] CHIRP “black-box” sounders and “smart transducers” [removed: which] interface with Garmin MFDs to enhance their utility by providing the deep-water sounders and fish finder functions in a remote mounted package. [removed: The black boxes provide CHIRP traditional, Ultra High-Definition ClearVü, and Ultra High-Definition SideVü sonar, similar to our integrated sonar plotters, but can be mounted in a more convenient location away from the helm.] |
| | • | *RADAR:* Garmin offers high-tech solid state Fantom™ radar with MotionScope™ Doppler technology, lowering system power consumption [added: and increasing reliability,] while greatly improving situational awareness of the captain. [removed: MotionScope can instantly show if a target is closing in or safely going the other direction.] Fantom radars are available in both radomes and open array radar products with compatibility to any network-compatible Garmin chartplotter. Garmin also offers a full line of magnetron radars up to 25kW of transmit power. |
| | • | *Instruments*: Garmin offers NMEA 2000 and NMEA 0183 compliant instrument displays [added: and sensors] that show data from multiple remote [removed: sensors] [added: sources] on one screen. [removed: Garmin instrument displays are offered under the GNX series and GMI series.] |
| | • | *VHF Communication Radios:* Garmin offers [added: a full line-up of] marine VHF radios and AIS transceivers with the latest feature sets including integrated GPS receivers for the communication needs of all [removed: types of mariners. Garmin radios are NMEA 2000 compatible. Mid-range and premium radios offered are designed for larger vessels and include NMEA 0183, offer multi-station support, and monitor all AIS channels.] |
| | • | *Handhelds and Wearable Devices:* Garmin offers [removed: floating marine GPS handhelds under] the [removed: GPSMAP handheld series. These] [added: quatix® series wearable, GPS-enabled smartwatches designed for mariners, which include] marine [added: features for navigation, sailing, stereo control, and autopilot functions. Garmin also offers floating marine] GPS handhelds [removed: feature a 3-axis tilt-compensated electronic compass,] [added: with] wireless data transfer between compatible units and preloaded cartography. Some handhelds contain built-in InReach® [removed: satellatie] [added: satellite] communication and support [removed: ConnectIQ™] [added: Connect IQ™] applications. [removed: Garmin also offers the quatix® series wearable, GPS-enabled smartwatches designed for mariners, which include marine features for navigation, sailing, stereo control, and even some autopilot functions.] |
| | • | *Digital Switching:* Garmin offers [removed: a] digital switching [removed: product line] [added: products] under the EmpirBus™ [removed: brand.] [added: product line.] The Garmin EmpirBus products provide power distribution and control solutions for marine and RV applications which enable advanced logic controls and smart electrical systems to enhance features in a boat or RV. The system features [added: fully] customizable graphics and user interface [removed: for the ultimate user experience. Control for EmpirBus products is integrated into] [added: that can be controlled through] Garmin’s marine multi-function displays and RV OEM products. |
[removed: Garmin’s non-aviation] [added: Our] products are sold in approximately 100 countries through a large worldwide network of independent retailers, online retailers, [removed: specialty] dealers, [removed: dealers] [added: distributors, installation] and [removed: distributors] [added: repair shops,] as well as through original equipment manufacturers [removed: (OEMs), who meet our sales and customer service qualifications.][added: (OEMs).]
No single customer’s purchases represented 10% or more of Garmin’s consolidated net sales in the years ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018,] and December [removed: 30, 2017.][added: 29, 2018.]
Garmin’s distribution strategy is [removed: intended] to [removed: increase Garmin’s global penetration] [added: support a broad] and [removed: presence] [added: diverse network of sales channels for our products] while maintaining high quality standards to ensure end-user satisfaction.
We operate in highly competitive [removed: markets] [added: markets,] though competitive conditions [removed: do] vary among our diverse [removed: products] [added: target markets] and geographies.
Garmin believes that its principal [removed: competitor for portable automotive products is TomTom N.V. Garmin believes that its principal] competitors for [added: auto OEM] infotainment solutions are Alpine Electronics, Harman International Industries, [added: Continental, Bosch,] the Mitsubishi Group, and Panasonic Corporation.
Garmin believes that its principal competitors for outdoor product lines are Casio, Dogtra, [removed: Samsung,] Shearwater Research, [removed: SportDOG Brand,] [added: Globalstar, SportDOG,] Suunto, TAG Heuer, Tissot, and Vista Outdoor.
Garmin believes that its principal competitors for fitness products are Apple, Bryton, [added: Elite,] Fitbit, Huami, Huawei, [removed: Polar Electro Oy,] [added: Polar,] Samsung, Sigma Sports, Suunto, [removed: and] Wahoo [removed: Fitness.][added: Fitness, and Xiaomi.]
For marine products, Garmin believes that its principal competitors are Flir Systems, Furuno, [removed: the Humminbird division of] Johnson Outdoors, and Navico.
[removed: For Garmin’s aviation product lines,] Garmin considers its principal [added: avionics] competitors to be Aspen Avionics, Avidyne Corporation, CMC Electronics, [removed: Collins Aerospace,] [added: Raytheon,] Dynon Avionics, [added: ForeFlight,] Genesys Aerosystems, Honeywell Aerospace & Defense, Innovative Solutions and Support Inc., L-3 Avionics Systems, Safran SA, Thales, and Universal Avionics Systems Corporation.
[removed: Research] [added: Research] and [removed: Development][added: Development]
Available Information
| | • | *Fitness and Cycling Accessories:* Garmin offers a wide range of fitness and cycling accessories including chest strap heart rate monitors, cycling speed and cadence sensors, and smart scales. |
| | • | *Outdoor Handhelds:* Garmin offers outdoor handhelds under the Oregon®, Rino®, Montana®, eTrex®, GPSMAP®, Foretrex® and inReach® product lines. Handhelds range from basic waypoints navigation |
| | • | *Cartography*: Garmin is a premier supplier of cartography for the recreational marine market. Including the Garmin-owned Navionics® branded charting products, Garmin is a leading supplier of recreational marine content for most major chartplotters and MFDs on the market. |
| | | types of mariners. Garmin radios are NMEA 2000 compatible and offer multi-station support, and monitor all AIS channels. |
Garmin designs, manufactures and markets a wide range of innovative aircraft avionics solutions to the broad and diverse aviation sector.
Avionics are sold directly into original equipment manufacturer (OEM) applications as well as through Garmin’s worldwide dealer network for retrofit installations on existing aircraft.
Garmin has developed growth-minded products and technologies serving general aviation, business aviation, rotorcraft, and experimental/light sport markets.
Our solutions are available for all aircraft categories and classes; from small piston and electric-powered general aviation aircraft, to large business jet aircraft, as well as a wide-ranging variety of helicopters serving critical public service and oil and gas missions, to name a few.
Garmin also provides innovative products and software-as-a-service solutions to other markets such as commercial air-carrier, military and defense, and Advanced Air Mobility / eVTOL.
By offering products such as Commercial Off-The-Shelf (COTS) and mission-optimized solutions to military and defense contractors/customers, and products tested and optimized for high duty cycle commercial aviation operations, Garmin is emerging as a strong competitor in these rapidly evolving business spaces.
Garmin currently offers the following products, systems, and services to the global aviation market:
| | • | *Integrated Flight Decks:* Known for defining the integrated flight deck (IFD) space in general aviation and light business aviation applications, Garmin offers OEM and retrofit IFD systems scaled for any size aircraft and rotorcraft, featuring communication and navigation, weather information, terrain and traffic awareness and avoidance, aircraft performance, and automated safety solutions. |
| | • | *Electronic Flight Displays and Instrumentation:* Garmin flight display and instrument solutions can serve as primary and back-up instruments, which also provide a wealth of valuable information in the cockpit, dramatically increasing situational awareness and capability. |
| | • | *Navigation and Communication Products:* Garmin offers a wide range of integrated and stand-alone GPS and VHF navigation and communication products, with a variety of capabilities, available for all market segments. |
| | • | *Automatic Flight Control Systems and Safety-Enhancing Technologies:* Garmin offers scalable flight control systems with unique integrated safety features for aircraft and rotorcraft. Our Autopilot and Autonomí™ safety-enhancing solutions cover the entire spectrum of aircraft, from large-cabin business jets and helicopters, to light general aviation aircraft. Garmin’s award-winning Autoland system will autonomously land the aircraft in the event the pilot is not able to do so. We also offer an innovative smart rudder bias system that can help the pilot maintain control of a twin-engine aircraft in the event of an engine failure. |
| | • | *Audio Control Systems:* Garmin produces a broad array of cutting-edge audio panels, including panel-mount and remote-mounted units, incorporating features such as Bluetooth connectivity, voice command technology, and integrated intercoms. |
| | • | *Engine Indication Systems:* Garmin offers a variety of advanced engine indication systems for piston and turbine-powered aircraft with comprehensive data-logging capabilities as well as wireless offloading, cloud storage and analysis capability through our flyGarmin.com online services portal. |
| --- | --- | --- |
| | • | *ADS-B and Transponders:* Garmin offers a full lineup of ADS-B and transponder solutions, including ADS-B “Out” compliant solutions as well as ADS-B “In” and Bluetooth capable units that allow pilots to connect to their mobile device to display ADS-B traffic and weather. |
| --- | --- | --- |
| | • | *Weather Information and Avoidance Solutions:* Garmin offers multiple weather solutions, including onboard Doppler digital radar products, along with satellite-based SiriusXM, ground-based ADS-B, as well as Garmin Connext® global satellite weather options. |
| --- | --- | --- |
| | • | *Datalink and Connectivity:* Garmin datalink and connectivity solutions allow pilots to download global weather data, communication via text/voice, as well as select mobile apps to transfer flight plans, manage database subscriptions, and stream weather and traffic data from installed avionics solutions. |
| --- | --- | --- |
| | • | *Portable GPS Navigators and Wearables:* Garmin offers portable GPS navigators, smartwatches for pilots, satellite communicators, and portable traffic and weather solutions, providing pilots tools they can take with them from aircraft to aircraft. |
| --- | --- | --- |
| | • | *Services:* Garmin offers a variety of services products to the aviation market. Web and mobile app-based products offered via FltPlan.com and our Garmin Pilot™ electronic flight bag application, help pilots plan, file, fly, and log flights and offer a wealth of information across all phases of flights. Business and commercial aviation customers also benefit from our safety management system, runway analysis and performance data, weight and balance, obstacle clearance, load planning, and navigation database solutions. Garmin continues to provide industry leading product support, and offers a wide selection of databases, training products, extended warranties, and subscription services for all aviation segments. |
| --- | --- | --- |
Auto OEM
| --- | --- | --- |
Consumer Auto
| --- | --- | --- |
| | • | *Consumer PND:* The Drive series offers traditional PNDs for a wide range of consumers. |
| --- | --- | --- |
| | • | *Motorcycle:* The zūmo® series offers motorcycle-specific features. |
| --- | --- | --- |
| | • | *Truck and fleet:* The dēzl™ series offers over-the-road trucking features while the Garmin fleet™ series delivers an integrated tracking and dispatch fleet system. |
| --- | --- | --- |
| | • | *RV:* The RV series offers features specific to the RV enthusiast. |
Garmin has identified five reportable segments for external reporting purposes: auto, aviation, fitness, marine, and outdoor.
There are two operating segments (auto PND and auto OEM) that are not reported separately but are aggregated within the auto reportable segment.
The Company’s Chief Executive Officer, who has been identified as the Chief Operating Decision Maker (CODM), allocates resources and assesses performance of each operating segment individually.
Garmin was incorporated in Switzerland on February 9, 2010 as successor to Garmin Ltd., a Cayman Islands company (“Garmin Cayman”).
Garmin Cayman was incorporated on July 24, 2000 as a holding company for Garmin Corporation, a Taiwan corporation, in order to facilitate a public offering of Garmin Cayman shares in the United States.
On June 27, 2010, Garmin became the ultimate parent holding company of the Garmin group of companies pursuant to a share exchange transaction effected for the purpose of changing the place of incorporation of the ultimate parent holding company of the Garmin group from the Cayman Islands to Switzerland (the “Redomestication”).
Pursuant to the Redomestication, all issued and outstanding Garmin Cayman common shares were transferred to Garmin and each common share, par value U.S. $0.005 per share, of Garmin Cayman was exchanged for one registered share, par value 10 Swiss francs (CHF) per share, of Garmin.
At the Company’s Annual General Meeting on June 10, 2016, the Company’s shareholders approved the cancellation of 10,000,000 registered shares of the Company held by the Company (the “Formation Shares”) and the reduction in par value of each share of the Company from CHF 10 to CHF 0.10 and the amendment of the Company’s Articles of Association to effect a corresponding share capital reduction.
This share cancellation has reduced authorized shares from 208,077,418 shares to 198,077,418 shares, with an incremental 99,038,709 conditional shares that may be issued through the exercise of option rights, which are granted to Garmin employees or members of its Board of Directors.
Garmin owns, directly or indirectly, all of the operating companies in the Garmin group.
Garmin serves five primary business units, including auto, aviation, fitness, marine, and outdoor.
We believe it is through these business units that Garmin is able to achieve synergies in raw material purchases, manufacturing, distribution, research and development, and marketing efforts making for a stronger, more effective company.
The Garmin aviation segment is a leading provider of solutions to aircraft manufacturers, existing aircraft owners and operators, as well as government/defense customers and serves a range of aircraft including business aviation, general aviation, experimental/light sport, helicopters, optionally piloted vehicles (OPV), unmanned aerial vehicles (UAV) and more.
Garmin’s portfolio includes autonomous flight solutions, flight displays, navigation, communication, flight control, hazard avoidance, weather radar, radar altimeter, datalink weather receivers and services, engine information systems, traffic collision avoidance systems, terrain awareness and warning systems (TAWS), controller-pilot data link (CPDLC), an expansive suite of automatic dependent surveillance broadcast (ADS-B) solutions, in-cockpit and cloud connectivity, wearables, portables, apps, training, simulation, flight planning/filing, premium trip services, aviation data services as well as other solutions that are known for innovation, reliability, and value.
The list below includes a sampling of some of the aviation capabilities currently offered by Garmin around the world:
| | • | *Integrated Flight Decks/Flight Displays:* Garmin offers a range of integrated glass flight decks from the G1000® NXi for the general aviation and business aviation markets to the G5000® for business aviation, defense and commercial applications. Integrated capabilities include navigation, communication, flight instruments, weather, terrain, traffic, ADS-B, engine information on large high-resolution color displays, and automatic flight control systems. Head-up display technology virtually mirrors the primary flight display instruments allowing for increased aircraft capability in adverse weather conditions. Additional features include: Garmin’s 3-D synthetic vision technology (SVT™), weather, Garmin’s electronic stability and protection system (ESP™), electronic flight charts, touchscreen and voice controls, CPDLC, audio and visual feedback, and animation to help pilots know exactly how the system is responding to their input. |
Garmin offers similar integrated glass flight decks for the helicopter market with the G1000H® NXi, G3000H™, and G5000H™.
Basic and advanced capabilities are similar to those offered to the fixed-wing aircraft market.
The helicopter offerings have been optimized for rotorcraft and offer features like helicopter synthetic vision technology (HSVT™), helicopter terrain awareness and warning system with voice call outs, radar altimeter display, helicopter-specific databases that include additional heliports and low-altitude obstacles, WireAware™ wire-strike avoidance technology, as well as high resolution terrain, tailored ADS-B traffic alerting, and the ability to display video from a forward looking infrared (FLIR) camera or other video sources.
Garmin also offers all-glass integrated flight decks to the retrofit market through G950® NXi, G1000® NXi, G3000® and G5000®.
Additionally, Garmin offers electronic flight display solutions that provide essential information such as aircraft altitude, attitude and heading while also displaying data from other avionics such as weather, traffic and much more.
These solutions include G3X Touch™, G500H TXi, G500 TXi, G600 TXi and G700 TXi.
| | • | *Electronic Flight Instruments:* To help aircraft owners with aging aircraft systems while provide modern flight display capability and preserve the integrity of their original aircraft panel, Garmin offers the G5 and GI 275 electronic flight instruments. These instruments are designed to replace existing mechanical attitude indicator, attitude directional indicator (ADI), course deviation indicator (CDI), horizontal situation indicator (HSI), engine indication system (EIS), and it can serve as a standby to a number of flight displays. |
| | • | *Panel-mount aviation products:* |
GPS/Navigation/Communication Solutions: Garmin serves the market with the GTN™ Xi series, a premium touchscreen GPS, VHF navigation and communication, and multi-function display (MFD).
In addition to these core functions, this series of products combines a wealth of information for the pilot into a single display including flight planning, datalink weather, weather radar, traffic, terrain awareness and warning system (TAWS/HTAWS), charts, airport information, airspace boundaries, and much more.
Additional capabilities provide advanced ADS-B “In” traffic display, including TerminalTraffic™ and patented TargetTrend™ technology as well as the ability to control the display with voice commands.
Advanced GTN Xi integration capabilities provide the option to install and control a remotely located transponder and audio processor for an even more streamlined installation and single interface.
The GTN Xi series also provides wireless cockpit connectivity (when properly equipped) with mobile device apps (such as Garmin Pilot™) or portable aviation navigators (such as aera® 660).
Wireless cockpit connectivity features can include voice call control, text messaging, automatic wireless database updating via Database Concierge, wireless flight plan transfer, SiriusXM radio control, sharing of weather, traffic, position information and more.
In 2019, Garmin introduced the GPS 175, GNC 355, and GNX 375, adding to the range of GPS navigators offered.
The GPS 175 is a GPS navigator with a color touchscreen display and WAAS/LPV approach capabilities.
The GNC 355 adds a built-in Comm radio to the color touchscreen GPS navigator with WAAS/LPV approach capabilities.
The GNX 375 features ADS-B Out, as well as dual-link ADS-B In via a built-in transponder to the color touchscreen GPS navigator.
Garmin also offers more traditional VHF navigation and VHF communication transceivers with the GNC® and GTR™ series.
Advanced TCAS II systems actively identify potential aircraft threats, coordinate and instruct the pilot with a resolution advisory (RA) via a spoken command.
The GTS™ series also offers TCAS I and TAS that combine active and passive surveillance data to pinpoint specific traffic threats.
The systems use our patented CLEAR CAS™ technology to correlate passive automatic dependent surveillance broadcast (ADS-B) targets with active surveillance targets for a more comprehensive display to the pilot.
These systems can also provide audible alerts in a spoken ATC-like format that is easily understood by the pilot and allows them to keep their eyes outside of the aircraft.
Audio Solutions: The GMA™ series of audio panels ranging from offerings with basic capabilities for the recreational pilot to advanced capabilities including voice control of audio panel and GTN™ Xi series functions, Bluetooth connectivity for wireless music input, phone calls, advanced audio effects, 3D spatial audio processing, digital voice recorder, advanced auto squelch, ambient noise based volume adjustment and independent pilot/co-pilot communications capabilities.
An excerpt. Shown here: 40 of 52 rewritten, 40 of 64 added and 40 of 112 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 4 unchanged
The Company settled or resolved certain matters during the fiscal year ended December [removed: 28, 2019] [added: 26, 2020] that did not individually or in the aggregate have a material impact on the Company’s financial condition or results of operations.
Cover and table of contents
30 rewritten, 2 added, 0 removed, 73 unchanged
For the fiscal year ended December [removed: 28, 2019][added: 26, 2020]
[removed: ][added: ]
Aggregate market value of the common shares held by non-affiliates of the registrant as of June [removed: 29, 2019] [added: 27, 2020] (based on the closing price of the registrant's common shares on the Nasdaq Stock Market for June [removed: 28, 2019)] [added: 26, 2020)] was approximately [removed: $11,181,000,000.][added: $14,141,000,000.]
Number of shares outstanding of the registrant’s common shares as of February [removed: 14, 2020:][added: 12, 2021:]
Registered Shares, CHF 0.10 par value – [removed: 190,687,357] [added: 191,571,374] (excluding treasury shares)
| Company's Definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareholders which will be filed no later than 120 days after December [removed: 28, 2019.] [added: 26, 2020.] | Part III |
[removed: Garmin Ltd.][added: Garmin Ltd.]
[removed: 2019] [added: 2020] Form 10-K Annual Report
| Item 1A. | [Risk Factors](#ITEM_1A_RISK_FACTORS) | [removed: 17] [added: 13] |
| Item 1B. | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | [removed: 30] [added: 26] |
| Item 2. | [Properties](#ITEM_2_PROPERTIES) | [removed: 30] [added: 27] |
| Item 3. | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | [removed: 31] [added: 28] |
| Item 4. | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURE) | [removed: 31] [added: 28] |
| [Information about our Executive Officers](#EXECUTIVE_FICERS__REGISTRANT) | | [removed: 31] [added: 28] |
| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_COMPANYS_COMMON_SHARES) | [removed: 33] [added: 30] |
| Item 6. | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | [removed: 35] [added: 32] |
| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | [removed: 37] [added: 34] |
| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | [removed: 47] [added: 45] |
| Item 8. | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | [removed: 49] [added: 47] |
| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | [removed: 88] [added: 84] |
| Item 9A. | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | [removed: 88] [added: 84] |
| Item 9B. | [Other Information](#ITEM_9B_OR_INFORMATION) | [removed: 90] [added: 86] |
| Item 10. | [Directors, Executive Officers and Corporate Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | [removed: 91] [added: 87] |
| Item 11. | [Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | [removed: 91] [added: 87] |
| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF) | [removed: 92] [added: 88] |
| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | [removed: 92] [added: 89] |
| Item 14. | [Principal [removed: Accounting] [added: Accountant] Fees and Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC) | [removed: 92] [added: 89] |
| Item 15. | [Exhibits, Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | [removed: 93] [added: 90] |
| Item 16. | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | [removed: 98] [added: 92] |
| | [Signatures](#SIGNATURES) | [removed: 100] [added: 94] |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☑
Item 1B. Unresolved Staff Comments
0 rewritten, 0 added, 1 removed, 1 unchanged
| --- | --- |
Item 2. Properties
11 rewritten, 7 added, 2 removed, 9 unchanged
Garmin International, Inc. [removed: and Garmin USA, Inc. own] [added: owns] and [removed: occupy] [added: occupies] facilities of approximately 1,990,000 square feet on approximately 107 acres [removed: in] [added: at 1200 East 151st Street,] Olathe, Kansas, [added: U.S.] where the majority of product design and development work is conducted, the majority of aviation panel-mount products are manufactured, and products are warehoused, distributed, and supported for North, Central and South America.
Garmin International, Inc. leases 148,000 square feet of land at New Century Airport [removed: in] [added: at 1 New Century Pkwy,] Gardner, [removed: Kansas] [added: Kansas, U.S.] under a ground lease and occupies two aircraft hangars on this land, one of which is owned (47,000 square feet) and the other leased (53,000 square feet).
Garmin AT, Inc. leases approximately 18 acres of land [removed: in] [added: at 2345 Turner Road SE,] Salem, [removed: Oregon] [added: Oregon, U.S.] under a ground lease.
[removed: This] [added: The current term of this] ground lease [removed: expires] [added: ends] in 2030, but Garmin AT, Inc. has the option to extend the ground lease until 2050.
Garmin AT, Inc. owns and occupies a 115,000 square foot facility for [removed: office, development] [added: office] and manufacturing use and a 33,000 square foot aircraft hangar that serves as a flight test and certification facility on this land.
Garmin AT, Inc. also owns and occupies an additional 66,000 square foot facility on the same property for [removed: Garmin’s West Coast] customer support [removed: call center] and [removed: for] research and development activities.
[removed: Garmin Corporation owns and occupies 247,000 and 185,000 square foot facilities in] [added: 1, Xintai 5th Rd.,] Xizhi Dist., New Taipei City, Taiwan, a 224,000 square foot facility [removed: in] [added: at No. 24 Beiyuan Road,] Jhongli, Tao-Yang County, Taiwan, and a 576,000 square foot facility [removed: in] [added: at No. 270 Huaya 2nd Road,] LinKou, Tao-Yang County, Taiwan.
Garmin China YangZhou Co., Ltd. leases a 204,000 square foot manufacturing facility [removed: in] [added: at No. 122, Jinshan Road, Bali Town,] Yangzhou, Jiangsu, People’s Republic of China.
These facilities are also used for [removed: some] research and development activities and [removed: the] marketing and support of products for Asia Pacific countries.
Garmin (Europe) Ltd. owns and occupies a 155,000 square foot building located [removed: in Totton,] [added: at Liberty House, Hounsdown Business Park,] Southampton, [removed: England,] [added: U.K.,] used as offices and a distribution facility.
Garmin also owns and leases other [removed: properties, both internationally and domestically, not described above,] [added: properties around the world] that are [added: not described above and] used for office space, [removed: retail,] [added: warehousing,] and [removed: warehousing.][added: retail.]
Garmin Corporation owns and occupies a 247,000 square foot facility at No. 68, Zhangshu 2nd Road, Xizhi Dist., New Taipei City, Taiwan, a 185,000 square foot facility at No.97, Sec.
Tacx B.V. owns and occupies a 291,000 square foot facility located at De Boeg 2, 2343 MA Oegstgeest, Netherlands.
This facility is used for design and development, manufacturing, and warehousing of indoor training products.
Garmin Wroclaw sp.
zo.o leases a 319,000 square foot facility located at Ul.
Ryszarda Chomicza 2, 55-040 Biskupice Podgórne, Poland.
This facility is used for the manufacturing of certain auto OEM products, as well as distribution of other Garmin products in the region.
| --- | --- |
The previous manufacturing and distribution space is currently being renovated into a research and development facility and supporting office space.
Item 4. Mine Safety Disclosure
6 rewritten, 0 added, 0 removed, 26 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: 5, 2020.][added: 4, 2021.]
Kao, age [removed: 71,] [added: 72,] 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: 54,] [added: 55,] has served as a director of Garmin Ltd. since August 2004.
[removed: Douglas] [added: Douglas] G.
[removed: Boessen,] [added: Boessen,] age [removed: 57,] [added: 58,] has served as Chief Financial Officer and Treasurer of Garmin Ltd. since July 2014.
Etkind, age [removed: 64,] [added: 65,] has served as Vice President, General Counsel and Secretary of Garmin Ltd. since June 2009.
Item 5. Market for the Company’s Common Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities
4 rewritten, 5 added, 5 removed, 10 unchanged
As of [removed: February 14, 2020,] [added: January 31, 2021,] there were 199 shareholders of record.
The Company made no repurchases of shares during the years ended December [removed: 29, 2018 and] [added: 26, 2020,] December 28, [removed: 2019.][added: 2019, and December 29, 2018.]
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, [removed: 2014 (“12/14”)] [added: 2015 (“12/15”)] to December 31, [removed: 2019 (“12/19”).][added: 2020 (“12/20”).]
[removed: ][added: ]
| | | 12/15 | | | | 12/16 | | | | 12/17 | | | | 12/18 | | | | 12/19 | | | | 12/20 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Garmin Ltd. | | | 100.00 | | | | 136.60 | | | | 174.28 | | | | 191.41 | | | | 302.68 | | | | 380.74 | |
| NASDAQ Composite | | | 100.00 | | | | 108.87 | | | | 141.13 | | | | 137.12 | | | | 187.44 | | | | 271.64 | |
| NASDAQ 100 | | | 100.00 | | | | 107.27 | | | | 142.67 | | | | 142.72 | | | | 199.03 | | | | 296.31 | |
| | | 12/14 | | | | 12/15 | | | | 12/16 | | 12/17 | | 12/18 | | 12/19 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Garmin Ltd. | | | 100.00 | | | | 73.93 | | | 100.99 | | 128.85 | | 141.51 | | 223.77 | | |
| NASDAQ Composite | | | 100.00 | | | 106.96 | | | | 116.45 | | 150.96 | | 146.67 | | 200.49 | | |
| NASDAQ 100 | | | 100.00 | | | 109.75 | | | | 117.73 | | 156.58 | | 156.63 | | | 218.44 | |
Item 6. Selected Financial Data
18 rewritten, 6 added, 2 removed, 15 unchanged
The selected consolidated balance sheet data as of December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018] [added: 28, 2019] and the selected consolidated statements of income data for the years ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018,] and December [removed: 30, 2017] [added: 29, 2018] 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: 29, 2018, December] 30, 2017, [removed: December 31, 2016,] and December [removed: 26, 2015] [added: 31, 2016] and the selected consolidated statements of income data for the years ended December [removed: 31, 2016] [added: 30, 2017] and December [removed: 26, 2015] [added: 31, 2016] were derived from the Company’s audited Consolidated Financial Statements, not included herein.
Adoption of the new revenue recognition standard was applied using the full retrospective method, and information for prior periods within [removed: Items] [added: Item] 6 [removed: and 7] in Part II of this Form 10-K have been restated accordingly.
In the table presented below, the selected consolidated statements of income and selected balance sheet data for the years ended December 30, 2017 and December 31, 2016 [removed: and the selected 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.
| | | Dec. [added: 26, 2020 | | | | Dec.] 28, 2019 | | | | Dec. 29, 2018 | | | | Dec. 30, 2017 | | | | Dec. 31, 2016 | | | [removed: | Dec. 26, 2015 | | |]
| Net sales | | $ | [removed: 3,757,505] [added: 4,186,573] | | | $ | [removed: 3,347,444] [added: 3,757,505] | | | $ | [removed: 3,121,560] [added: 3,347,444] | | | $ | [removed: 3,045,797] [added: 3,121,560] | | | $ | [removed: 2,820,270] [added: 3,045,797] | |
| Gross profit | | | [removed: 2,233,976] [added: 2,481,336] | | | | [removed: 1,979,719] [added: 2,233,976] | | | | [removed: 1,797,941] [added: 1,979,719] | | | | [removed: 1,688,525] [added: 1,797,941] | | | | [removed: 1,538,704] [added: 1,688,525] | |
| Operating income | | | [removed: 945,586] [added: 1,054,240] | | | | [removed: 778,343] [added: 945,586] | | | | [removed: 683,637] [added: 778,343] | | | | [removed: 632,864] [added: 683,637] | | | | [removed: 549,581] [added: 632,864] | |
| Net income (2) | | | [removed: 952,486] [added: 992,324] | | | | [removed: 694,080] [added: 952,486] | | | | [removed: 709,007] [added: 694,080] | | | | [removed: 517,724] [added: 709,007] | | | | [removed: 456,227] [added: 517,724] | |
| Diluted | | $ | [removed: 4.99] [added: 5.17] | | | $ | [removed: 3.66] [added: 4.99] | | | $ | [removed: 3.76] [added: 3.66] | | | $ | [removed: 2.73] [added: 3.76] | | | $ | [removed: 2.39] [added: 2.73] | |
| Diluted | | | [removed: 190,899] [added: 191,895] | | | | [removed: 189,734] [added: 190,899] | | | | [removed: 188,732] [added: 189,734] | | | | [removed: 189,343] [added: 188,732] | | | | [removed: 191,107] [added: 189,343] | |
| Dividends declared per share (3) | | $ | [removed: 2.28] [added: 2.44] | | | $ | [removed: 2.12] [added: 2.28] | | | $ | [removed: 2.04] [added: 2.12] | | | $ | 2.04 | | | $ | 2.04 | |
| Cash, cash equivalents, and marketable securities | | $ | [removed: 2,609,505] [added: 2,977,259] | | | $ | [removed: 2,714,844] [added: 2,609,505] | | | $ | [removed: 2,313,208] [added: 2,714,844] | | | $ | [removed: 2,327,120] [added: 2,313,208] | | | $ | [removed: 2,391,618] [added: 2,327,120] | |
| Total assets | | | [removed: 6,166,799] [added: 7,031,373] | | | | [removed: 5,382,858] [added: 6,166,799] | | | | [removed: 4,948,289] [added: 5,382,858] | | | | [removed: 4,484,549] [added: 4,948,289] | | | | [removed: 4,478,529] [added: 4,484,549] | |
| Total stockholders’ equity | | | [removed: 4,793,496] [added: 5,516,116] | | | | [removed: 4,162,974] [added: 4,793,496] | | | | [removed: 3,852,419] [added: 4,162,974] | | | | [removed: 3,453,259] [added: 3,852,419] | | | | [removed: 3,373,734] [added: 3,453,259] | |
[removed: |] (1) Our fiscal year-end is the last Saturday of the calendar year and does not always fall on December 31. [removed: All years presented contain 52 weeks excluding fiscal 2016 which includes 53 weeks. | | | | | | | | | | | | | | | | | | | | |]
[removed: | (2) The following significant items are included in the Net income line that may affect comparability:] In [removed: 2019, a $118.0 million income tax benefit was recognized resulting from the revaluation and step-up of certain Switzerland tax assets as a result of the enactment of Switzerland federal and Schaffhausen cantonal tax reform and related transitional measures; In] 2017, a $180.0 million income tax benefit was recognized, primarily related to the revaluation of certain Switzerland deferred tax assets resulting from the Company's election to align Switzerland corporate tax positions with global tax initiatives, partially offset by $22.6 million of income tax expense due to the expiration of certain share-based awards. [removed: | | | | | | | | | | | | | | | | | | | | |]
[removed: |] (3) Dividends declared per share refers to the cash dividend per share that has been approved by shareholders in the given fiscal year. [removed: See Note 2 - Summary of Significant Accounting Policies, Dividends for additional detail. | | | | | | | | | | | | | | | | | | | | |]
The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) effective beginning with the Company’s first quarter of 2018.
All years presented contain 52 weeks, excluding fiscal 2016 which includes 53 weeks.
(2) The following significant items are included in the Net income line that may affect comparability:
In 2020, a $14.3 million tax benefit was recognized resulting from the release of uncertain tax position reserves associated with a 2014 intercompany restructuring, partially offset by income tax expense of $11.0 million resulting from the revaluation of certain Switzerland tax assets related to the Switzerland tax reform transitional measures;
In 2019, a $118.0 million income tax benefit was recognized resulting from the revaluation and step-up of certain Switzerland tax assets as a result of the enactment of Switzerland Federal and Schaffhausen cantonal tax reform and related transitional measures;
See Note 2 - Summary of Significant Accounting Policies, Dividends for additional detail.
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.
| | | | | | | | | | | | | | | | | | | | | |
Item 8. Financial Statements and Supplementary Data
394 rewritten, 138 added, 247 removed, 603 unchanged
Years Ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018,] and December [removed: 30, 2017][added: 29, 2018]
| [Report of Ernst & Young LLP, Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) | [removed: 50] [added: 48] |
| [Consolidated Balance Sheets at December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018](#CONSOLIDATED_STATEMENTS_BALANCE)] [added: 28, 2019](#CONSOLIDATED_STATEMENTS_BALANCE_SHEET)] | [removed: 53] [added: 51] |
| [Consolidated Statements of Income for the Years Ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018,] and December [removed: 30, 2017](#CONSOLIDATED_STATEMENTS_INCOME)] [added: 29, 2018](#CONSOLIDATED_STATEMENTS_INCOME)] | [removed: 54] [added: 52] |
| [Consolidated Statements of Comprehensive Income for the Years Ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018] and December [removed: 30, 2017](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: 29, 2018](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] | [removed: 55] [added: 53] |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018,] and December [removed: 30, 2017](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU)] [added: 29, 2018](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU)] | [removed: 56] [added: 54] |
| [Consolidated Statements of Cash Flows for the Years Ended December [added: 26, 2020, December] 28, 2019, [removed: December 29, 2018,] and December [removed: 30, 2017](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: 29, 2018](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] | [removed: 57] [added: 55] |
| [Notes to Consolidated Financial Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN) | [removed: 59] [added: 57] |
We have audited the accompanying consolidated balance sheets of Garmin Ltd. and Subsidiaries (the Company) as of December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018,] [added: 28, 2019,] 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: 28, 2019,] [added: 26, 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018,] [added: 28, 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 28, 2019,] [added: 26, 2020,] 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: 28, 2019,] [added: 26, 2020,] 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: 19, 2020,] [added: 17, 2021,] expressed an unqualified opinion thereon.
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective] [added: subjective,] or complex judgments.
[removed: Valuation] [added: Valuation] of [removed: Goodwill][added: Goodwill]
The [added: consumer] auto [removed: PND] market has declined in recent years as competing technologies have emerged and market saturation has occurred.
This has resulted in periods of lower revenues and profits for the Company’s [added: consumer] auto [removed: PND] reporting unit.
Considering these qualitative factors, management performed a [removed: step one] quantitative impairment test of the [added: consumer] auto [removed: PND] reporting unit in the fourth quarter of [removed: 2019.][added: 2020 and determined that the fair value of the reporting unit was substantially in excess of its carrying amount.]
[removed: Considering] [added: However, considering] the uncertainty of future operating results and/or market conditions deteriorating faster or more drastically than the forecasts utilized in management’s estimation of fair value, [removed: the Company disclosed] [added: management believes] some or all of the approximately $80 million of goodwill associated with the [added: Company’s consumer] auto [removed: PND] reporting unit is at risk of future impairment.
| | | December [added: 26, 2020 | | | | December] 28, 2019 | | | | December 29, 2018 | | |
| Cash and cash equivalents | | $ | [removed: 1,027,567] [added: 1,458,442] | | | $ | [removed: 1,201,732] [added: 1,027,567] | |
| Marketable securities (*Note 3)* | | | [removed: 376,463] [added: 387,642] | | | | [removed: 182,989] [added: 376,463] | |
| Accounts receivable, less allowance for doubtful accounts of [removed: $6,754] [added: $11,086] in [removed: 2019] [added: 2020] and [removed: $5,487] [added: $6,754] in [removed: 2018] [added: 2019] | | | [removed: 706,763] [added: 849,469] | | | | [removed: 569,833] [added: 706,763] | |
| Inventories | | | [removed: 752,908] [added: 762,084] | | | | [removed: 561,840] [added: 752,908] | |
| Deferred costs | | | [removed: 25,105] [added: 20,145] | | | | [removed: 28,462] [added: 25,105] | |
| Prepaid expenses and other current assets | | | [removed: 169,044] [added: 191,569] | | | | [removed: 120,512] [added: 169,044] | |
| Total current assets | | | [removed: 3,057,850] [added: 3,669,351] | | | | [removed: 2,665,368] [added: 3,057,850] | |
| Property and equipment, net | | | | | [added: 855,539] | | | | [added: 728,921 | |]
| Accumulated depreciation | | | [removed: (677,076] | [added: | (732,278 |] ) | | | [removed: (609,967] [added: (677,076] | ) |
| Operating lease right-of-use assets *(Note 14)* | | | [removed: 63,589] [added: 94,626] | | | | [removed: —] [added: 63,589] | |
| Restricted cash (*Note 4)* | | | [removed: 71] [added: 306] | | | | [removed: 73] [added: 71] | |
| Marketable securities (*Note 3)* | | | [removed: 1,205,475] [added: 1,131,175] | | | | [removed: 1,330,123] [added: 1,205,475] | |
| Deferred income taxes (*Note 6)* | | | [removed: 268,518] [added: 245,455] | | | | [removed: 176,959] [added: 268,518] | |
| Noncurrent deferred costs | | | [removed: 23,493] [added: 16,510] | | | | [removed: 29,473] [added: 23,493] | |
| Intangible assets, net | | | [removed: 659,629] [added: 828,566] | | | | [removed: 417,080] [added: 659,629] | |
| Other assets | | | [removed: 159,253] [added: 189,845] | | | | [removed: 100,255] [added: 159,253] | |
| Total assets | | $ | [removed: 6,166,799] [added: 7,031,373] | | | $ | [removed: 5,382,858] [added: 6,166,799] | |
| Accounts payable | | $ | [removed: 240,831] [added: 258,885] | | | $ | [removed: 204,985] [added: 240,831] | |
| Salaries and benefits payable | | | [removed: 128,426] [added: 181,937] | | | | [removed: 113,087] [added: 128,426] | |
| Accrued warranty costs | | | [removed: 39,758] [added: 42,643] | | | | [removed: 38,276] [added: 39,758] | |
| Accrued sales program costs | | | [removed: 112,578] [added: 109,891] | | | | [removed: 90,388] [added: 112,578] | |
| Deferred revenue | | | [removed: 94,562] [added: 86,865] | | | | [removed: 96,372] [added: 94,562] | |
| Description of the Matter | The Company assigns goodwill acquired in business combinations to its reporting units as of each acquisition date. At December 26, 2020, the Company’s goodwill balance related to the consumer auto reporting unit was approximately $80 million. As discussed in Note 2 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. The consumer auto market has declined in recent years as competing technologies have emerged and market saturation has occurred. This has resulted in periods of lower revenues and profits for the Company’s consumer auto reporting unit. Considering these qualitative factors, management performed a quantitative impairment test of the consumer auto reporting unit in the fourth quarter of 2020. Considering the uncertainty of future operating results and/or market conditions deteriorating faster or more drastically than the forecasts utilized in management’s estimation of fair value, the Company disclosed some or all of the approximately $80 million of goodwill associated with the consumer auto reporting unit is at risk of future impairment. Auditing management’s annual goodwill impairment test for the consumer auto reporting unit was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as the discount rate, projected future revenues, projected future operating margins, and terminal growth rates which are affected by expectations about future market or economic conditions. |
| *How We Addressed the Matter in Our Audit* | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s consumer auto goodwill impairment review process. For example, we tested controls over management's review of the significant assumptions (e.g., discount rate, projected revenue growth rates, projected operating margins, terminal growth rates) used to develop the prospective financial information (PFI) for the quantitative analysis. We also tested management's controls to validate that the data used in the valuation was complete and accurate. To test the estimated fair value of the Company’s consumer auto reporting unit, we performed audit procedures that included, among others, assessing the methodology and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We included valuation specialists on our team to review the Company’s model, method, and the more sensitive assumptions such as the discount rate and terminal growth assumptions. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, forecasts used in the Company’s annual operating plans and other relevant factors. We assessed the historical accuracy of management’s forecast estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the consumer auto reporting unit that would result from changes in the assumptions. We reconciled the fair value of the reporting unit to its carrying value, testing the Company’s determination of the assets and liabilities used within the reporting unit that are the basis for the carrying value. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. |
| Description of the Matter | The Company accounts for uncertainty in income taxes in accordance with the FASB ASC 740 topic, Income Taxes. The Company operates in a multinational tax environment and is subject to tax laws, regulations and guidelines for intercompany transactions that have transfer pricing subjectivity. The Company uses significant judgment to evaluate uncertain tax positions and determine whether the threshold for recognition has been met and to measure the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. As discussed in Note 6 to the consolidated financial statements, the Company’s balance of gross unrecognized income tax benefits was $85 million at December 26, 2020, primarily related to transfer pricing positions. Auditing management’s assessment and measurement of material tax positions is complex and involved especially subjective and complex judgements. The assessment process involves both significant judgment to evaluate each position against the recognition threshold and estimation because the pricing of the intercompany transactions is based on pricing analyses that may produce a number of different outcomes or ranges of outcomes (e.g., the price that would be charged in an arm’s-length transaction). Each transfer pricing tax position carries unique facts and circumstances that must be evaluated, and ultimate resolution will be dependent on uncontrollable factors, such as the interpretation of laws and regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the identification, assessment, measurement and valuation of uncertain tax positions related to transfer pricing from intercompany transactions. For example, we tested controls over management’s review of intercompany transfer pricing positions against the measurement criteria, review of inputs and calculations of these uncertain tax positions, which included management’s evaluation of the ranges of outcomes and pricing conclusions reached within the transfer pricing studies. Our audit procedures included, among others, involving our tax professionals to test the Company’s assessment and measurement of tax positions related to transfer pricing used in intercompany transactions to assess the appropriateness of the ranges of outcomes utilized and the pricing conclusions reached within the transfer pricing studies conducted by the Company. For example, we compared the transfer pricing methodology utilized by management to alternative methodologies and industry benchmarks. We also verified our understanding of the relevant facts by reading the Company’s correspondence with the relevant tax authorities and any third-party advice obtained by the Company. In addition, we used our knowledge of international and local income tax laws, as well as historical settlement activity from income tax authorities, to evaluate the appropriateness of the Company’s measurement of uncertain tax positions related to transfer pricing used in these intercompany transactions. |
February 17, 2021
| Property and equipment, net *(Note 2)* | | | 855,539 | | | | 728,921 | |
| Other accrued expenses | | | 149,817 | | | | 110,461 | |
| Net income | | $ | 992,324 | | | $ | 952,486 | | | $ | 694,080 | |
| Net income | | | — | | | | — | | | | — | | | | 992,324 | | | | — | | | | 992,324 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 1,119,877 | |
| Balance at December 26, 2020 | | $ | 17,979 | | | $ | 1,880,354 | | | $ | (320,016 | ) | | $ | 3,754,372 | | | $ | 183,427 | | | $ | 5,516,116 | |
| Net income | | $ | 992,324 | | | $ | 952,486 | | | $ | 694,080 | |
December 26, 2020 and December 28, 2019
Inventories are stated at the lower of cost or net realizable value.
Cost includes materials, labor, and manufacturing overhead associated with purchases and production and is determined on a first-in, first-out (FIFO) basis.
The components of property and equipment were as follows and are generally depreciated over the following estimated useful lives:
| | | Estimated Useful Life | | December 26, 2020 | | | | December 28, 2019 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Land | | | | | 124,654 | | | | 112,267 | |
| Building and improvements | | 15 to 50 years | | | 662,753 | | | | 597,387 | |
| Machinery, equipment and software | | 3 to 10 years | | | 800,410 | | | | 696,343 | |
| Total, at cost | | | | | 1,587,817 | | | | 1,405,997 | |
In the next five years, the amortization expense is estimated to be $33,371, $30,255, $28,309, $26,357, and $23,941, respectively.
For newly signed leases, the right-of-use asset and lease liability is recognized on lease commencement date.
| June 30, 2020 | | June 15, 2020 | | $ | 0.61 | |
| September 30, 2020 | | September 15, 2020 | | $ | 0.61 | |
| December 31, 2020 | | December 15, 2020 | | $ | 0.61 | |
| March 31, 2021 | | March 15, 2021 | | $ | 0.61 | |
Impairment not relating to credit losses is recorded in Other comprehensive income (loss) on the Company’s Consolidated Balance Sheets.
In making this assessment we evaluate the extent to which the fair value is less than the amortized cost basis, any change in credit rating of the security, adverse conditions specifically related to the security, failure of the issuer to make scheduled payments, and other relevant factors affecting the security.
If it is determined that a credit loss exists, the amount of the credit loss is determined by comparing the present value of the expected future cash flows for the security to the amortized cost basis of the security, limited by the amount that the fair value is less than the amortized cost basis.
The following reconciliation presents details of the changes in the Company’s accrued warranty costs:
ASU 2016-13 changes how entities assess and measure credit losses of certain financial instruments, including available-for-sale securities and accounts receivable.
We do not expect any recently issued accounting pronouncements not yet adopted to have a material impact on the Company’s consolidated financial statements, accounting policies, processes, or systems upon adoption.
| | |
| | |
| | |
| | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Agency securities | | Level 2 | | | 5,954 | | | | 56 | | | | — | | | | 6,010 | |
Description of the Matter
The Company assigns goodwill acquired in business combinations to its reporting units as of each acquisition date.
At December 28, 2019, the Company’s goodwill balance related to the auto personal navigation device (“auto PND”) reporting unit was approximately $80 million.
As discussed in Note 2 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level.
Auditing management’s annual goodwill impairment test for the auto PND reporting unit was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit.
In particular, the fair value estimate was sensitive to significant assumptions such as the discount rate, projected future revenues, projected future operating margins, and terminal growth rates which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s auto PND goodwill impairment review process.
For example, we tested controls over management's review of the significant assumptions (e.g., discount rate, projected revenue growth rates, projected operating margins, terminal growth rates) used to develop the prospective financial information (PFI) for the quantitative analysis.
We also tested management's controls to validate that the data used in the valuation was complete and accurate.
To test the estimated fair value of the Company’s auto PND reporting unit, we performed audit procedures that included, among others, assessing the methodology and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.
We included valuation specialists on our team to review the Company’s model, method, and the more sensitive assumptions such as the discount rate and terminal growth assumptions.
We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, forecasts used in the Company’s annual operating plans and other relevant factors.
We assessed the historical accuracy of management’s forecast estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the auto PND reporting unit that would result from changes in the assumptions.
We reconciled the fair value of the reporting unit to its carrying amount, testing the Company’s determination of the assets and liabilities used within the reporting unit that are the basis for the carrying amount.
In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.
The Company accounts for uncertainty in income taxes in accordance with the FASB ASC 740 topic, Income Taxes.
The Company operates in a multinational tax environment and is subject to tax laws, regulations and guidelines for intercompany transactions that have transfer pricing subjectivity.
For those uncertain tax positions that qualify for recognition, the Company uses significant judgment to measure the largest amount of benefit that is more likely than not to be realized upon ultimate settlement.
As discussed in Note 6 to the consolidated financial statements, the Company’s balance of gross unrecognized income tax benefits was $101 million at December 28, 2019, primarily related to transfer pricing positions.
Auditing management’s measurement of these material tax positions is complex and involved especially subjective and complex judgements.
The assessment process involves both significant judgment and estimation because the pricing of the intercompany transactions is based on pricing analyses that may produce a number of different outcomes or ranges of outcomes (e.g., the price that would be charged in an arm’s-length transaction).
Each transfer pricing tax position carries unique facts and circumstances that must be evaluated, and ultimate resolution will be dependent on uncontrollable factors, such as the interpretation of laws and regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the measurement and valuation of the uncertain tax position reserves related to transfer pricing from intercompany transactions.
For example, we tested controls over management’s review of inputs and calculations of these uncertain tax positions, which included management’s evaluation of the ranges of outcomes and pricing conclusions reached within the transfer pricing studies.
Our audit procedures included, among others, involving our tax professionals to test the Company’s measurement of tax positions related to transfer pricing used in intercompany transactions to assess the appropriateness of the ranges of outcomes utilized and the pricing conclusions reached within the transfer pricing studies conducted by the Company.
For example, we compared the transfer pricing methodology utilized by management to alternative methodologies and industry benchmarks.
We also verified our understanding of the relevant facts by reading the Company’s correspondence with the relevant tax authorities and any third-party advice obtained by the Company.
In addition, we used our knowledge of international and local income tax laws, as well as historical settlement activity from income tax authorities, to evaluate the appropriateness of the Company’s measurement of uncertain tax positions related to transfer pricing used in these intercompany transactions.
February 19, 2020
| Land and improvements | | | 132,951 | | | | 131,689 | |
| Building and improvements | | | 576,703 | | | | 539,177 | |
| Office furniture and equipment | | | 306,694 | | | | 264,818 | |
| Manufacturing equipment | | | 192,741 | | | | 162,077 | |
| Engineering equipment | | | 170,021 | | | | 154,742 | |
| Vehicles | | | 26,887 | | | | 20,991 | |
| | | | 1,405,997 | | | | 1,273,494 | |
| | | | 728,921 | | | | 663,527 | |
| Accrued royalty costs | | | 15,401 | | | | 24,646 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 394 rewritten, 40 of 138 added and 40 of 247 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2020 filing and the FY2019 filing.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 27 unchanged
Garmin’s definitive proxy statement in connection with its annual meeting of shareholders scheduled for June [removed: 5, 2020] [added: 4, 2021] (the “Proxy Statement”) will be filed with the Securities and Exchange Commission no later than 120 days after December [removed: 28, 2019.][added: 26, 2020.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 rewritten, 2 added, 2 removed, 9 unchanged
The following table gives information as of December [removed: 28, 2019] [added: 26, 2020] about the Garmin common shares that may be issued under all of the Company’s existing equity compensation plans, as adjusted for stock splits.
Table consists of the Garmin Ltd. 2005 Equity Incentive Plan (as Amended and Restated Effective June 5, 2010), the Garmin Ltd. 2000 Equity Incentive Plan, the Garmin Ltd. Amended and Restated [removed: 2000 Non-Employee Directors’ Option Plan, effective June 5, 2010, the Garmin Ltd. Amended and Restated] Employee Stock Purchase Plan, effective January 1, 2010 and the Garmin Ltd. 2011 Non-Employee Directors Equity Incentive Plan, effective June 3, 2011.
| Equity compensation plans approved by shareholders | | | 1,594,932 | | | $ 52.44 | | | | | 5,103,801 | |
| Total | | | 1,594,932 | | | $ 52.44 | | | | | 5,103,801 | |
| Equity compensation plans approved by shareholders | | | 1,845,357 | | | $ | 51.46 | | | | 5,644,343 | |
| Total | | | 1,845,357 | | | $ | 51.46 | | | | 5,644,343 | |
Item 15. Exhibits, and Financial Statement Schedules
33 rewritten, 1 added, 43 removed, 66 unchanged
| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex3-1.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] | | [Articles of Association of Garmin Ltd., as amended and restated on June [removed: 8, 2018.] [added: 5, 2020] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] of the Registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed on [removed: February 20, 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex3-1.htm)] [added: June 8, 2020).](http://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] |
| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex41_584.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex41_12.htm)] | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex41_584.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex41_12.htm)] |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1121788/000095013100006642/0000950131-00-006642-0005.txt)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm)] | | [Garmin Ltd. [added: Amended and Restated] 2000 Equity Incentive Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Registrant’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-1] [added: 8-K] filed [removed: December 6, 2000 (Commission File No. 333-45514)).](http://www.sec.gov/Archives/edgar/data/1121788/000095013100006642/0000950131-00-006642-0005.txt)] [added: on June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm)*] |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-1.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm)] | | [Form of Stock [removed: Option] [added: Appreciation Rights] Agreement pursuant to the Garmin Ltd. [removed: 2000] [added: 2005] Equity Incentive Plan [removed: for Employees of Garmin International, Inc.] (incorporated by reference to Exhibit 10.1 of the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-1.htm)] [added: May 8, 2007).](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm)*] |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-3.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)] | | [removed: [Form of Stock Option Agreement pursuant to the Garmin] [added: [Garmin] Ltd. [removed: 2000] [added: 2005] Equity Incentive [removed: Plan for Employees of Garmin Corporation] [added: Plan, as amended and restated on June 7, 2019] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] of the Registrant’s Current Report on Form 8-K filed on [removed: September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-3.htm)] [added: June 10, 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)*] |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-4.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-4.htm)] | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement pursuant to the Garmin Ltd. [removed: 2000] [added: 2011 Non-Employee Directors’] Equity Incentive Plan [removed: for UK-Approved Stock Options for Employees of Garmin (Europe) Ltd.] (incorporated by reference to Exhibit 10.4 of the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-4.htm)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-4.htm)*] |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-5.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)] | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement pursuant to the Garmin Ltd. [removed: 2000] [added: 2005] Equity Incentive [removed: Plan for Non UK-Approved Stock Options] [added: Plan,] for [removed: Employees of Garmin (Europe) Ltd.] [added: Swiss grantees] (incorporated by reference to Exhibit 10.5 of the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-5.htm)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)*] |
| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-2.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)] | | [removed: [Form of Stock Option Agreement pursuant to the Garmin Ltd. Non-Employee Directors’ Option Plan for Non-Employee Directors of Garmin] [added: [Garmin] Ltd. [added: Employee Stock Purchase Plan, as amended and restated on June 7, 2019] (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on [removed: September 7, 2004).](http://www.sec.gov/Archives/edgar/data/1121788/000112178804000033/form8k_exhibit10-2.htm)] [added: June 10, 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)*] |
| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1121788/000114420406031651/v049177_ex10-1.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm)] | | [Garmin Ltd. [removed: Amended] [added: 2005 Equity Incentive Plan, as amended] and [removed: Restated Employee Stock Purchase Plan] [added: restated on October 21, 2016] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Registrant’s Quarterly Report on Form 10-Q filed [removed: August 9, 2006).](http://www.sec.gov/Archives/edgar/data/1121788/000114420406031651/v049177_ex10-1.htm)] [added: on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm)*] |
| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1121788/000112178802000003/form10k.txt)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)] | | [removed: [First Amendment to Garmin] [added: [Garmin] Ltd. [removed: Employee Stock Purchase Plan] [added: 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.63] of the Registrant’s Annual Report on Form 10-K filed on [removed: March 27, 2002).](http://www.sec.gov/Archives/edgar/data/1121788/000112178802000003/form10k.txt)] [added: February 20, 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)*] |
| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1121788/000112178803000022/form10q_062803.txt)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-3.htm)] | | [removed: [Second Amendment to Garmin] [added: [Garmin] Ltd. [removed: Employee Stock Purchase Plan] [added: 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on October 21, 2016] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] of the Registrant’s Quarterly Report on Form 10-Q filed on [removed: August 13, 2003).](http://www.sec.gov/Archives/edgar/data/1121788/000112178803000022/form10q_062803.txt)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-3.htm)*] |
| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-1.txt)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm)] | | [removed: [Garmin] [added: [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin] Ltd. 2005 Equity Incentive [removed: Plan] [added: Plan, for Canadian grantees] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.6] of the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: June 7, 2005).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-1.txt)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm)*] |
| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-2.txt)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)] | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive [removed: Plan] [added: Plan, for non-Swiss and non-Canadian grantees] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.60] of the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: June 7, 2005).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-2.txt)] [added: February 21, 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)*] |
| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)] | | [Form of [added: Restricted] Stock [removed: Appreciation Rights] [added: Unit Award] Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive [removed: Plan] [added: Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss grantees who are executive officers] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.8] of the Registrant’s Quarterly Report on Form 10-Q filed on [removed: May 8, 2007).](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)*] |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-4.txt)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_garmin.htm)] | | [Form of [added: Restricted] Stock [removed: Appreciation Rights] [added: Unit Award] Agreement pursuant to the Garmin [removed: Ltd.2000] [added: Ltd. 2005] Equity Incentive [removed: Plan] [added: Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Canadian grantees who are not executive officers] (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on [removed: June 7, 2005).](http://www.sec.gov/Archives/edgar/data/1121788/000112178805000021/form8k_exhibit10-4.txt)] [added: February 26, 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_garmin.htm)] |
| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1121788/000114420408011821/v104888_ex10-15.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)] | | [removed: [Amended and Restated] [added: [Form of Restricted Stock Unit Award Agreement pursuant to the] Garmin Ltd. [removed: Employee Stock Purchase Plan effective January 1, 2008] [added: 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019] (incorporated by reference to Exhibit [removed: 10.15] [added: 10.64] of the Registrant’s Annual Report on Form 10-K filed on February [removed: 26, 2008).](http://www.sec.gov/Archives/edgar/data/1121788/000114420408011821/v104888_ex10-15.htm)] [added: 20, 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)*] |
| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-1.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] | | [Form of [removed: Time Vested] Restricted Stock Unit Award Agreement [removed: under] [added: pursuant to] the Garmin Ltd. 2005 Equity Incentive [removed: Plan] [added: Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss grantees who are executive officers] (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on [removed: December 17, 2008).](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-1.htm)] [added: February 26, 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-2.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm)] | | [Form of [removed: Performance Shares] [added: Restricted Stock Unit] Award Agreement [removed: under] [added: pursuant to] the Garmin Ltd. 2005 Equity Incentive [removed: Plan] [added: Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-Swiss grantees who are executive officers] (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on [removed: December 17, 2008).](http://www.sec.gov/Archives/edgar/data/1121788/000114420408069775/v135063_ex10-2.htm)] [added: February 26, 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm)] |
| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-23.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)] | | [Form of [removed: Time Vested] Restricted Stock Unit Award Agreement [removed: under] [added: pursuant to] the Garmin Ltd. 2005 Equity Incentive Plan, [removed: as revised by the Registrant’s Board] [added: for awards] of [removed: Directors on December 11, 2009] [added: performance-based and time-based vesting restricted stock unit awards to non-Swiss and non-Canadian grantees who are executive officers] (incorporated by reference to Exhibit [removed: 10.23] [added: 10.61] of the Registrant’s Annual Report on Form 10-K filed on February [removed: 24, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-23.htm)] [added: 21, 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)*] |
| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-24.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)] | | [Form of [removed: Performance Shares] [added: Restricted Stock Unit] Award Agreement [removed: under] [added: pursuant to] the Garmin Ltd. 2005 Equity Incentive Plan, [removed: as revised by the Registrant’s Board] [added: for awards] of [removed: Directors on December 11, 2009] [added: performance-based and time-based vesting restricted stock unit awards to non-Swiss and non-Canadian grantees who are not executive officers] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.62] of the Registrant’s Annual Report on Form 10-K filed on February [removed: 24, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410009642/v175216_ex10-24.htm)] [added: 21, 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)*] |
| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1121788/000114420409021619/v146637_def14a.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1121788/000130817913000235/lgarmin_def14a.htm)] | | [Garmin Ltd. 2005 Equity Incentive Plan (as Amended and Restated Effective June [removed: 5, 2009)] [added: 7, 2013)] (incorporated by reference to Schedule 1 of the Registrant’s Proxy Statement on Schedule 14A filed on April [removed: 21, 2009).](http://www.sec.gov/Archives/edgar/data/1121788/000114420409021619/v146637_def14a.htm)] [added: 22, 2013).](http://www.sec.gov/Archives/edgar/data/1121788/000130817913000235/lgarmin_def14a.htm)*] |
| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-7.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm)] | | [Form of [removed: Performance Shares] [added: Restricted Stock Unit] Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive [removed: Plan] [added: Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss grantees who are not executive officers] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.3] of the Registrant’s Current Report on Form 8-K filed on [removed: June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-7.htm)] [added: February 26, 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm)] |
| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-8.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for [added: awards of performance-based and time-based vesting restricted stock unit awards to] Swiss [removed: residents] [added: grantees who are not executive officers] (incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] of the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-8.htm)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)*] |
| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-9.htm)] [added: 10.24] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for [added: awards of performance-based and time-based vesting restricted stock unit awards to] non-Swiss [removed: residents] [added: and non-Canadian grantees who are not executive officers] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.5] of the Registrant’s Current Report on Form 8-K filed on [removed: June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-9.htm)] [added: February 26, 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-5_garmin.htm)] |
| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-1.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm)] | | [removed: [Transaction] [added: [Form of Director and Officer Indemnification] Agreement [added: entered into] between Garmin [removed: Ltd., a Cayman Islands company,] [added: Ltd.] and [removed: the Registrant, dated as] [added: each] of [removed: May 21, 2010] [added: its Directors and Executive Officers] (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on [removed: June 28, 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-1.htm)] [added: August 8, 2014).](http://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm)*] |
| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/1121788/000114420411034047/v225039_ex10-2.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. [removed: 2011 Non-Employee Directors’] [added: 2005] Equity Incentive [removed: Plan] [added: Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Canadian grantees who are not executive officers] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.10] of the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: June 6, 2011).](http://www.sec.gov/Archives/edgar/data/1121788/000114420411034047/v225039_ex10-2.htm)] [added: October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm)*] |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex211_11.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex211_7.htm)] | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex211_11.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex211_7.htm)] |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex231_10.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex231_9.htm)] | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex231_10.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex231_9.htm)] |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex311_9.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex311_11.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/1121788/000156459020005133/grmn-ex311_9.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex311_11.htm)] |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex312_8.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex312_10.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/1121788/000156459020005133/grmn-ex312_8.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex312_10.htm)] |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex321_6.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex321_6.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/1121788/000156459020005133/grmn-ex321_6.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex321_6.htm)] |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex322_7.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex322_8.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/1121788/000156459020005133/grmn-ex322_7.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex322_8.htm)] |
[removed: (c)Financial] [added: (c)Financial] Statement [removed: Schedules][added: Schedules]
* Management contract or compensatory plan or arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.
| --- | --- | --- |
| | | |
| [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) |
| [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)). |
| [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) |
| [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) |
| [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) |
| [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) |
| [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) |
| [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) |
| [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) |
| [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) |
| [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) |
| [10.36](http://www.sec.gov/Archives/edgar/data/1121788/000114420412067099/v329955_ex10-1.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss grantees (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 10, 2012).](http://www.sec.gov/Archives/edgar/data/1121788/000114420412067099/v329955_ex10-1.htm) |
| [10.37](http://www.sec.gov/Archives/edgar/data/1121788/000114420412067099/v329955_ex10-2.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Canadian grantees (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 10, 2012).](http://www.sec.gov/Archives/edgar/data/1121788/000114420412067099/v329955_ex10-2.htm) |
| [10.38](http://www.sec.gov/Archives/edgar/data/1121788/000114420412067099/v329955_ex10-3.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss and non-Canadian grantees (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 10, 2012).](http://www.sec.gov/Archives/edgar/data/1121788/000114420412067099/v329955_ex10-3.htm) |
| [10.39](http://www.sec.gov/Archives/edgar/data/1121788/000114420413026963/v338281_ex10-1.htm) | | [Memorandum of Agreement dated March 14, 2013 between Garmin International, Inc. and Bombardier, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2013).](http://www.sec.gov/Archives/edgar/data/1121788/000114420413026963/v338281_ex10-1.htm) |
| [10.40](http://www.sec.gov/Archives/edgar/data/1121788/000114420414010483/v367065_ex10-40.htm) | | [Amendment dated December 6, 2013 to Memorandum of Agreement between Garmin International, Inc. and Bombardier, Inc. (incorporated by reference to Exhibit 10.40 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_ex10-40.htm) |
| [10.41](http://www.sec.gov/Archives/edgar/data/1121788/000130817913000235/lgarmin_def14a.htm) | | [Garmin Ltd. 2005 Equity Incentive Plan (as Amended and Restated Effective June 7, 2013) (incorporated by reference to Schedule 1 of the Registrant’s Proxy Statement on Schedule 14A filed on April 22, 2013).](http://www.sec.gov/Archives/edgar/data/1121788/000130817913000235/lgarmin_def14a.htm) |
| [10.42](http://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm) | | [Form of Director and Officer Indemnification Agreement entered into between Garmin Ltd. and each of its Directors and Executive Officers (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 8, 2014).](http://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm) |
| [10.43](http://www.sec.gov/Archives/edgar/data/1121788/000114420415009349/v401113_ex10-1.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 grantees who are executive officers (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 17, 2015).](http://www.sec.gov/Archives/edgar/data/1121788/000114420415009349/v401113_ex10-1.htm) |
| [10.44](http://www.sec.gov/Archives/edgar/data/1121788/000114420415009349/v401113_ex10-2.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 grantees who are not executive officers (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on February 17, 2015).](http://www.sec.gov/Archives/edgar/data/1121788/000114420415009349/v401113_ex10-2.htm) |
| [10.45](http://www.sec.gov/Archives/edgar/data/1121788/000114420415009349/v401113_ex10-3.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 10.3 of the Registrant’s Current Report on Form 8-K filed on February 17, 2015).](http://www.sec.gov/Archives/edgar/data/1121788/000114420415009349/v401113_ex10-3.htm) |
| [10.47](http://www.sec.gov/Archives/edgar/data/1121788/000161577415001403/s101287_ex10-1.htm) | | [Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on June 5, 2015 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 8, 2015).](http://www.sec.gov/Archives/edgar/data/1121788/000161577415001403/s101287_ex10-1.htm) |
| [10.48](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-1.htm) | | [Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on October 21, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-1.htm) |
| [10.49](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm) | | [Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 21, 2016 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm) |
| [10.50](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-3.htm) | | [Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on October 21, 2016 (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-3.htm) |
| [10.51](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-4.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 10.4 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-4.htm) |
| [10.52](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss grantees (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm) |
| [10.53](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Canadian grantees (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm) |
| [10.54](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-7.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss and non-Canadian grantees (incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-7.htm) |
| [10.55](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.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 Swiss grantees who are executive officers (incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm) |
| [10.56](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.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 Swiss grantees who are not executive officers (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm) |
| [10.57](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.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 Canadian grantees who are not executive officers (incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm) |
| [10.58](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-11.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 (incorporated by reference to Exhibit 10.11 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-11.htm) |
| [10.59](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-12.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 (incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-12.htm) |
| [10.60](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm) | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss and non-Canadian grantees (incorporated by reference to Exhibit 10.60 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm) |
| [10.61](http://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 (incorporated by reference to Exhibit 10.61 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm) |
| [10.62](http://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 (incorporated by reference to Exhibit 10.62 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm) |
| [10.63](http://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 (incorporated by reference to Exhibit 10.63 of the Registrant’s Annual Report on Form 10-K filed on February 20, 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm) |
An excerpt. Shown here: all 33 rewritten, all 1 added and 40 of 43 removed. The counts are complete. For every sentence, read Item 15. Exhibits, and Financial Statement Schedules in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary
14 rewritten, 3 added, 5 removed, 82 unchanged
| Year [removed: Ended] [added: ended] December 28, [removed: 2019:] [added: 2019] | | | | | | | | | | | | | | | | | | | | |
| Year [removed: Ended] [added: ended] December 29, [removed: 2018:] [added: 2018] | | | | | | | | | | | | | | | | | | | | |
| Year [removed: Ended] [added: ended] December [removed: 30, 2017:] [added: 26, 2020] | | | | | | | | | | | | | | | | | | | | |
Dated: February [removed: 19, 2020][added: 17, 2021]
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: 19, 2020.][added: 17, 2021.]
| Clifton [removed: A] [added: A.] Pemble | | |
[removed: 2019] [added: 2020] Form 10-K Annual Report
| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex41_584.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex41_12.htm)] | | [Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex41_584.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex41_12.htm)] |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex211_11.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex211_7.htm)] | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex211_11.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex211_7.htm)] |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex231_10.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex231_9.htm)] | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex231_10.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex231_9.htm)] |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex311_9.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex311_11.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/1121788/000156459020005133/grmn-ex311_9.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex311_11.htm)] |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex312_8.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex312_10.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/1121788/000156459020005133/grmn-ex312_8.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex312_10.htm)] |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex321_6.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex321_6.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/1121788/000156459020005133/grmn-ex321_6.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex321_6.htm)] |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459020005133/grmn-ex322_7.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex322_8.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/1121788/000156459020005133/grmn-ex322_7.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex322_8.htm)] |
| Allowance for doubtful accounts | | $ | 6,754 | | | $ | 5,259 | | | $ | — | | | $ | (927 | ) | | $ | 11,086 | |
| Valuation allowance - Deferred Tax Asset | | | 4,562 | | | | 6,912 | | | | — | | | | (621 | ) | | | 10,853 | |
| Total | | $ | 11,316 | | | $ | 12,171 | | | $ | — | | | $ | (1,548 | ) | | $ | 21,939 | |
| | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts (1) | | $ | 14,669 | | | $ | 1,021 | | | $ | — | | | $ | (11,522 | ) | | $ | 4,168 | |
| Valuation allowance - Deferred Tax Asset | | | 4,622 | | | | 3,077 | | | | — | | | | (432 | ) | | | 7,267 | |
| Total | | $ | 19,291 | | | $ | 4,098 | | | $ | — | | | $ | (11,954 | ) | | $ | 11,435 | |
| (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. | | | | | | | | | | | | | | | | | | | | |