Garmin (GRMN) 10-K risk factor changes: FY2021 vs FY2020

[removed: The] [added: *The] risks described below are not the only ones facing our company.

If any of the following risks occur, our business, financial condition or operating results could be materially adversely [removed: affected.][added: affected.*]

[removed: Risks] [added: Risks] Related to the [removed: Company][added: Company]

[removed: If] [added: If] we are not successful in the continued development, timely manufacture, and introduction of new products or product categories, [added: overall] demand for our products could decrease to the extent that lost sales and [removed: profits, or losses, from declining segments or product categories] [added: profits] are not entirely [removed: offset.][added: offset.]

If we are unable to successfully develop and introduce competitive new products, and enhance our existing products, our future results of operations would be [added: materially] adversely affected.

Any future challenges related to new products, whether due to product development delays, manufacturing delays, [added: supply chain constraints,] lack of market acceptance, delays in regulatory approval, or otherwise, could have a material adverse effect on our results of operations.

[removed: If] [added: If] we are unable to compete effectively with existing or new competitors, [removed: our resulting] [added: the associated] loss of competitive position could result in price reductions, fewer customer orders, reduced margins and loss of market [removed: share.][added: share.]

[removed: Public] [added: Public] health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have had and will likely continue to have significant impacts on our [removed: business.][added: 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, [removed: reduced] [added: a change in] overall demand for certain of our products and other operational impacts.

There are unknown factors, such as the duration and severity of the pandemic, [added: evolving variants of] the [added: virus that causes COVID-19 and the efficacy of vaccines against those variants, the] nature and length of actions taken by governments, businesses and individuals to contain or mitigate its impact, the severity and duration of the economic impact caused by the pandemic, the uncertainty surrounding the [removed: efficacy,] distribution and uptake of vaccines, [added: the impact of employees who are unable to work due to quarantine requirements or who decline to adhere to government-mandated vaccination or testing requirements,] along with the effectiveness of our response, that may [removed: affect the magnitude of effects to] [added: materially impact] our business operations, results of operations, and its ultimate impact on our financial condition.

Demand for certain of our products has been, and [removed: is expected to] [added: may] continue to be, [removed: adversely] affected in several [removed: ways.][added: ways during the COVID-19 pandemic.]

[removed: Consumers] [added: Some consumers] have been and may continue to be less able or less likely to purchase certain of our products due to economic hardships, governmental restrictions affecting them and the retail outlets that sell our products, voluntary behavior changes associated with public health guidance, the prioritization of other goods and services by online retailers that sell our products, restrictions on the ability of online retailers to ship products to certain areas, the cancellation of trade shows and other events that are otherwise important in the marketing and sale of our products, and the potential failure and closure of retail outlets and online retailers that sell our products.

The adverse impacts of the pandemic have created economic stress in the global marketplace, [added: periods of] high levels of unemployment, loss of income and/or wealth for some individuals, and general economic uncertainty.

These conditions have affected and are expected to continue to affect the willingness or ability of [added: some] customers to purchase certain of our products or those of original equipment manufacturers in which our products are installed.

Our supply chain [added: has been and] may [removed: also] [added: continue to] be adversely impacted by [removed: COVID-19.][added: the COVID-19 pandemic.]

We [added: have experienced delays in procuring and] may [added: continue to] be unable to [removed: procure, or experience delays in procuring,] [added: procure] certain components from our suppliers, and the cost of procuring [added: certain] components [added: has increased and] could [added: continue to] increase.

Certain of our manufacturing facilities [added: have experienced and] may [removed: also] [added: in the future] experience inopportune temporary closures or reduced hours, which could adversely affect the costs incurred to produce our products and our ability to meet demand.

[added: The] COVID-19 [added: pandemic] has had and will continue to have several other operational impacts on our business, which [removed: will or] [added: has and] may [added: continue to] include employees working remotely, temporarily ceasing operations in some offices due to government restrictions, business travel restrictions, and the cancellation of events that are otherwise important in the development, marketing and sale of our products.

We have incurred and [removed: are expected to] [added: may] continue to incur increased costs as we provide additional benefits to assist our employees during the COVID-19 pandemic and provide a safe and healthy workplace for employees who continue to work in our facilities.

Additional risks and impacts [removed: associated with COVID-19] including gross margin fluctuation, foreign currency fluctuations, [removed: successful continued] product [removed: development,] [added: development challenges,] impacts to our key personnel, and dependencies on third party suppliers, may be heightened as a result of the COVID-19 [removed: pandemic.][added: pandemic and evolving variants of the virus that causes COVID-19.]

[removed: Maturation] [added: Maturation] or contraction of the market for wearable devices or categories of these devices could adversely affect our revenue and [removed: profits.][added: profits.]

We have experienced [added: annual] growth in sales and profits in our outdoor and fitness segments, which [removed: in recent years] have benefited from increased sales of wearable devices.

[removed: We] [added: We] depend on third party suppliers and licensors, some of which are sole source, for [removed: content, technology,] [added: technology] and components used in our products.

Our production and business would be seriously harmed if these suppliers [added: or licensors] are not able to meet our demand and alternative sources are not available, or if the costs of components [removed: rise.][added: rise.]

The [removed: cost, quality and] availability of [added: high-quality] components [removed: are] [added: at reasonable cost is] essential to the successful production and sale of our products.

We have and may continue to experience shortages of certain [added: components as well as delays in procuring certain] components.

In addition, a shortage in supply of components may result in an increase of the costs of [removed: available] [added: procuring these] components.

If suppliers are unable to meet our demand for components on a timely basis or if we are unable to obtain [added: components from] an alternative source, or if the price of [removed: the] alternative [removed: source] [added: components] is prohibitive, our ability to maintain timely and cost-effective production of our products would be seriously harmed.

[removed: We are committed] [added: We expect] to make significant investments in [added: the] auto OEM [added: operating segment] for the foreseeable future, which [removed: could] [added: would continue to] negatively impact total Company profits and [added: may negatively impact] shareholder value if [removed: we fail] [added: the operating segment fails] to become [removed: profitable.][added: profitable.]

To fulfill the associated program commitments, we are investing significantly in facilities, research and development, and other operating expenses and [removed: we will continue] [added: expect] to [removed: do] [added: continue doing] so in the coming years.

If we are not successful in winning additional [removed: contract awards or] [added: contracts and] substantially leveraging our investments, [removed: periods of lower] operating [removed: income or operating] losses in the auto OEM segment [removed: could] [added: will] continue to negatively impact total Company profits and may negatively impact shareholder [removed: value if we fail to become profitable.][added: value.]

[removed: Furthermore, a] [added: A] breach of our security systems and procedures or those of [added: others in] our [removed: vendors] [added: global supply chain] could result in significant data losses or theft of our intellectual [removed: property or] [added: property,] confidential and proprietary [removed: information] [added: information,] or that of our business partners, as well as our users’ or employees' personal [removed: information.][added: information, which could compromise our competitive position, reputation, operating results, and financial condition.]

We have technology and processes in place [added: designed] to detect and respond to [removed: data security incidents.][added: such failures and disruptions.]

However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage [removed: systems change] [added: systems, and the nature of other potential incidents changes] frequently and may be difficult to detect for long periods of time, [removed: we] [added: our detection and response measures] may be [removed: unable to anticipate these techniques] [added: ineffective] or [removed: implement adequate preventive measures.][added: inadequate.]

Actual or anticipated attacks and risks have [removed: caused] [added: caused,] and are expected to continue to [removed: cause] [added: cause,] us to incur increasing costs, including costs to deploy additional personnel and protection technologies, to conduct additional employee training, and to engage third party security experts and consultants.

[removed: If] [added: Also, if] we fail to reasonably maintain the security of our intellectual [removed: property or] [added: property,] confidential and proprietary [removed: information] [added: information,] or that of our business partners, or [removed: if we fail to reasonably maintain] the [removed: security of the] personal information of our users or employees, we may [removed: suffer significant reputational and financial losses and our results of operations, cash flows, financial condition, and liquidity may] be [removed: adversely affected.][added: subject to private litigation, government investigations, regulatory proceedings, enforcement actions, and cause us to incur potentially significant liability, damages, or remediation costs.]

Although we maintain cyber insurance coverage that, subject to policy terms and conditions and [removed: a] significant self-insured [removed: retention,] [added: retentions,] is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may [removed: arise in the continually evolving area of cyber risk.][added: arise.]

[removed: Our annual] [added: Our results of operations] and [removed: quarterly] financial [removed: statements will reflect] [added: condition are subject to] fluctuations in foreign currency [removed: translation.][added: translation.]

[removed: Changes] [added: Changes] in applicable tax laws or resolutions of tax disputes could result in adverse tax consequences to the [removed: Company.][added: Company.]

Our tax positions could be adversely impacted by changes to tax laws, tax treaties, or tax regulations or the interpretation or enforcement thereof by any tax authority in which we file income tax returns, particularly in the [removed: US,] [added: U.S.,] Switzerland, Taiwan, and [removed: UK.][added: United Kingdom (U.K.).]

We have also experienced increased demand for certain of our products during the COVID-19 pandemic as consumer behavior and demand shifted toward products offered by our fitness, outdoor, and marine segments, and our aviation and auto segments have trended positively subsequent to the initial declines in those segments.

It is not yet known whether certain of these behaviors and demand will persist, and there has been a decline in the demand for certain of these products and may be a decline in demand for others as people return to pre-pandemic lifestyles.

We have faced logistics constraints and higher freight costs, the scope and severity of which may intensify.

Our products are also dependent on certain licensed technology and content.

If we are unable to continue sourcing such technology and content from our licensors and are unable to obtain an alternative source, or if our relationships with our licensors change detrimentally, our ability to provide certain features in our products would be seriously harmed.

Gross margins associated with these auto OEM programs will negatively impact consolidated gross margin as auto OEM revenue increases as a percentage of consolidated revenue.

We may incur substantial restructuring costs if we are unable to generate profits from auto OEM contracts.

Our business and reputation have been and are expected to continue to be impacted by information technology system failures and network disruptions.

The Company and its global supply chain have experienced and are expected to continue to be exposed to information technology system failures and network disruptions including those caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, and ransomware or other cybersecurity incidents.

Furthermore, even with appropriate training conducted in support of such measures, human errors and omissions may still occur resulting in system failures and/or disruptions to our information technology infrastructure.

Therefore, the Company’s business continuity and disaster recovery planning, or those of others in our global supply chain, may not be able to sufficiently mitigate all threats.

Such failures or disruptions can materially adversely affect our business, reputation, results of operations, and financial condition through, among other things, a disruption of internal operations, including order processing, invoicing, and manufacturing and distribution of products, and a loss of functionality of critical systems and online services.

Losses or unauthorized access to or releases of proprietary or confidential information, including personal information, could result in significant reputational, financial, legal, and operational consequences.

We have experienced, and are expected to continue to experience, malicious attacks and other attempts to gain unauthorized access to our systems that seek to compromise the confidentiality, integrity or availability of proprietary and confidential information.

Although we maintain cyber insurance coverage that, subject to policy terms and conditions and significant self-insured retentions, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

The overall shortage in qualified workforce personnel combined with the increased willingness of companies to hire such personnel in fully remote positions has, and in the future may continue, to increase our compensation costs in order for us to retain such personnel.

If we fail to hire and retain qualified employees, our business and growth prospects will be harmed.

There is also a risk that the PRC government may unilaterally seek to occupy Taiwan, by force if necessary, without a clear triggering event.

In this scenario, Garmin’s manufacturing facilities in Taiwan could be subject to disruptions that could have a material negative impact to our operations.

In 2021, the OECD continued work on the BEPS project by issuing a statement regarding a two-pillar solution which includes within “Pillar Two” a global minimum tax.

Numerous countries have signed onto the OECD statement including Switzerland, the U.S. and the U.K. Recently, Switzerland’s Federal Council proposed legislation which would implement a minimum tax of 15% in 2024.

Neither the OECD statement nor proposed legislation changes actual tax law, but these actions may lead to legislation in those countries in which we operate.

The passage of a minimum tax may result in an increase in the tax paid by the Company which could materially and/or adversely impact our income tax provision and financial statements.

Trade and other international disputes can result in tariffs, sanctions, and other measures that restrict international trade and can adversely affect our business.

For example, tensions between the U.S. and the PRC have led to a series of tariffs being imposed by the U.S. on imports from the PRC.

Many other countries have considered or imposed similar measures.

The movement of foreign currencies relative to the U.S. Dollar affects the U.S. Dollar value of the Company’s foreign currency-denominated sales.

The weakening of foreign currencies relative to the U.S. Dollar could have a significant effect on our revenue, gross margin, and profitability, or may cause the Company to raise international pricing, which could potentially reduce demand for our products.

Conversely, a strengthening of certain foreign currencies relative to the U.S. Dollar could increase product costs and operating expenses denominated in those currencies, thus adversely affecting gross margins and profitability.

If demand increases beyond what we forecast, we would have to rapidly increase production.

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.

Lower than forecasted demand could also result in excess manufacturing capacity or reduced manufacturing efficiencies at our facilities, which could result in lower margins.

The United Kingdom (U.K.) formally left the European Union (E.U.) on January 31, 2020.

The E.U.-U.K. Trade and Cooperation Agreement (TCA) became effective on May 1, 2021.

As a business that operates worldwide, we are subject to complex and changing global laws and regulations, which exposes the Company to potential liabilities, increased costs and other adverse effects on our business.

Our global operations are subject to complex and changing laws and regulations, including those in the following areas: telecommunications; environmental, health and safety; labor and employment; antitrust; data privacy and security; consumer protection; product liability; anticorruption; import, export and trade; foreign exchange controls; anti–money laundering; and tax.

Compliance with these laws and regulations is onerous and expensive, increasing the cost of conducting our global operations.

We have implemented policies and procedures designed to ensure compliance with applicable global laws and regulations, but there can be no assurance that at all times we will be in compliance with all global regulations given their multitude, complexity and ever-changing nature.

If we are found to have violated laws and regulations, it could materially adversely affect our business, reputation, results of operations and financial condition.

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This is particularly important to replace sales and profits lost, or losses incurred, in declining segments or product categories.

Certain application-specific integrated circuits incorporating our proprietary designs are manufactured for us by sole source suppliers.

Alternative sources may not be currently available for these sole source components.

Gross margins associated with these auto OEM programs are lower than the gross margins realized by the Company as a whole in recent periods.

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 operations.

Our information technology systems allow for our daily business operations to operate efficiently and effectively.

These systems assist in our business processes, including, but not limited to, communications, financial management, supply chain management, manufacturing, order processing, shipping and billing, and providing services and support to our customers.

Additionally, we electronically maintain sensitive data, including our intellectual property and confidential and proprietary information and that of our business partners.

We also electronically maintain personal information of our users and employees.

The secure processing, maintenance and transmission of this information is important to our operations.

A disruption to any of these processes can adversely affect our business and results of operations.

In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

Unauthorized parties have also attempted, and may in the future attempt, to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our customers and employees.

Accordingly, we have been and may in the future be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, or if such measures are implemented, and even with appropriate training conducted in support of such measures, human errors may still occur.

It is virtually impossible for us to entirely mitigate this risk.

A party, whether internal or external, who is able to circumvent our security measures could misappropriate information.

In addition, a system breach could result in other negative consequences, including disruption of internal operations and loss of functionality of critical systems and online services, and may subject us to private litigation, government investigations, regulatory proceedings, enforcement actions, and cause us to incur potentially significant liability, damages, or remediation costs.

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.

The operation of our subsidiaries in global markets results in exposure to movements in currency exchange rates.

The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations.

The currencies that typically create a majority of our exchange rate exposure are the Taiwan Dollar, Euro, British Pound Sterling, Australian Dollar, Chinese Yuan, and Japanese Yen.

The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds.

Other legal entities primarily use the local currency as the functional currency.

Due to the relative size of entities with other functional currencies, fluctuations of other currencies are not expected to have a material impact on our financial statements.

We translate income and expense activity at the approximate rate of exchange at the transaction date, and all assets and liabilities at the rate of exchange in effect at the balance sheet date.

Income and expense activity in a currency other than the U.S. Dollar can be impacted by exchange rate variations over time.

We manufacture goods in the People’s Republic of China, also referred to as the PRC, and import certain materials from the PRC that are used to manufacture goods in the United States.

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The United Kingdom (UK) formally left the European Union (EU) on January 31, 2020, and a transition period through December 31, 2020 was established to allow the UK and EU to negotiate the terms of the UK’s withdrawal.

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.

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 experienced substantial growth through 2008 in our auto segment as PNDs became mass-market consumer electronics in both Europe and North America.

This section provides discussion and a year-to-year comparison for the fiscal years ended December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019.][added: 26, 2020.]

Discussion regarding our results of operations for the fiscal year ended December [removed: 29, 2018] [added: 28, 2019] and a year-to-year comparison between the fiscal years ended December [removed: 28, 2019] [added: 26, 2020] and December [removed: 29, 2018] [added: 28, 2019] can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December [removed: 28, 2019.][added: 26, 2020.]

Fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] contained 52 weeks.

[removed: Overview][added: Overview]

[removed: Garmin is] [added: We are] organized in the six operating segments of [removed: auto OEM,] [added: fitness, outdoor,] aviation, [added: marine,] consumer auto, [removed: fitness, marine,] and [removed: outdoor.][added: auto OEM.]

The [removed: aviation,] fitness, [removed: marine,] [added: outdoor, aviation,] and [removed: outdoor] [added: marine] operating segments represent reportable segments.

The [added: consumer] auto [removed: OEM] and [removed: consumer] auto [added: OEM] operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as reportable segments, and they are therefore reported together in an “all other” category captioned as auto.

[removed: Auto,] [added: Fitness, outdoor,] aviation, [removed: fitness,] marine, and [removed: outdoor] [added: auto] are collectively referred to as our reported segments.

The operating segments offer products through our network of subsidiary distributors and independent dealers and distributors, our own webshop, as well as through various [removed: auto,] aviation, [added: marine,] and [removed: marine] [added: auto] OEMs.

[removed: Our operating segments were not all impacted equally, as COVID-19] [added: The pandemic] had an unfavorable impact on net sales and profitability of [removed: the auto and] [added: our] aviation [added: and auto] segments during [removed: fiscal year] 2020.

[removed: Critical] [added: Critical] Accounting [removed: Policies and Estimates][added: Estimates]

[removed: General][added: General]

[removed: Goodwill][added: Goodwill]

Each of the Company’s operating segments [removed: (auto OEM,] [added: (fitness, outdoor,] aviation, [added: marine,] consumer auto, [removed: fitness, marine,] and [removed: outdoor)] [added: auto OEM)] represents a distinct reporting unit.

[removed: Unrecognized] [added: Unrecognized] Income Tax [removed: Benefits][added: Benefits]

[removed: For further information on the Company’s critical accounting policies, refer] [added: Refer] to [removed: the discussion] [added: Note 2] in the Notes to the Consolidated Financial Statements [removed: as indicated in the table below:][added: for our significant accounting policies related to our critical accounting estimates.]

[removed: Accounting] [added: Accounting] Terms and [removed: Characteristics][added: Characteristics]

[removed: Net Sales][added: Net Sales]

Refer to the Revenue Recognition discussion in Note 2 [removed: to] [added: of] the [added: Notes to] Consolidated Financial Statements.

Certain arrangements with OEM customers are entered into at the beginning of an [removed: aircraft] [added: aircraft, boat,] or vehicle life cycle with the intent to fulfill customer purchasing requirements for the entire production life, although there are generally no firm volume commitments, and sales are therefore generated on an order-by-order basis.

Typically, sales of our consumer products are highest in the fourth quarter due to increased demand during the holiday buying season, and in the second [removed: quarter,] [added: quarter] due to increased demand during the spring and summer season.

Our [added: aviation and] auto OEM [removed: and aviation] products do not experience much seasonal variation but are more influenced by the timing of [removed: auto program manufacturing,] aircraft certifications, regulatory mandates, [added: auto program manufacturing,] and the release of new products when the initial demand is typically the strongest.

[removed: Cost] [added: Cost] of Sales/Gross [removed: Profit][added: Profit]

Our existing practice of performing the design and manufacture of our products in-house has enabled us to source components from different suppliers and, where possible, to redesign our products to leverage [removed: lower cost] [added: lower-cost or more readily available] components.

Our manufacturing labor costs historically have been lower in Taiwan and China than in [removed: Olathe and Salem.][added: other locations.]

Sales price [removed: variability] [added: variability, including that which is associated with foreign currency fluctuations,] has had and can be expected to have an effect on our gross profit.

[removed: Advertising Expense][added: Advertising Expense]

[removed: Selling,] [added: Selling,] General and Administrative [removed: Expenses][added: Expenses]

[removed: | | • |] salaries for sales, marketing and product support personnel; [removed: |]

[removed: | | • |] salaries and related costs for executives and administrative personnel; [removed: |]

[removed: | | • |] marketing, and other brand building costs; [removed: |]

[removed: | | • |] finance and legal costs; [removed: |]

[removed: | | • |] human resource costs; [removed: |]

[removed: | | • |] information systems and infrastructure costs; [removed: |]

[removed: | | • |] travel and related costs; and [removed: |]

[removed: | | • |] occupancy and other overhead costs. [removed: |]

[removed: Research] [added: Research] and [removed: Development][added: Development]

[removed: Income Taxes][added: Income Taxes]

We have experienced a relatively low effective income tax rate due to the proportion of our income generated by entities in tax jurisdictions with [added: relatively] low statutory rates.

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

The Company is a leading worldwide provider of wireless devices, many of which feature Global Positioning System (GPS) navigation, and applications that are designed for people who live an active lifestyle.

Business Environment Update

However, aviation net sales and profitability trended positively during 2021, while auto net sales have also rebounded.

We believe net sales and profitability of our fitness, outdoor, and marine segments benefited from a shift in consumer behavior and demand toward the products these segments offer.

While these trends generally continued during 2021, certain consumer behaviors have shifted and others may shift as people return to pre-pandemic lifestyles.

Our global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations, and logistics constraints.

These factors have been further amplified by the pandemic, which adversely impacted our financial results in 2021, and we expect these supply chain challenges to continue throughout 2022.

The current business environment may evolve in ways that could impact our operations and financial results.

Further, the nature and degree of the effects of the pandemic and supply chain challenges over time remains uncertain.

Refer to Part I, Item 1A, “Risk Factors” of this Annual Report for further discussion of the risks and uncertainties facing our Company.

Shipping and handling costs associated with the transportation and delivery of our products are included in cost of goods sold.

Such costs fluctuate due to a number of factors, including market pricing and the mix of modes of transportation we utilize.

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| Net sales | | $ | 1,533,788 | | | $ | 1,281,933 | | | $ | 712,468 | | | $ | 875,151 | | | $ | 579,455 | | | $ | 324,731 | | | $ | 254,724 | |

| Cost of goods sold | | | 720,463 | | | | 447,096 | | | | 192,647 | | | | 379,841 | | | | 352,289 | | | | 170,906 | | | | 181,383 | |

| Gross profit | | | 813,325 | | | | 834,837 | | | | 519,821 | | | | 495,310 | | | | 227,166 | | | | 153,825 | | | | 73,341 | |

| Advertising expense | | | 77,403 | | | | 52,567 | | | | 4,059 | | | | 24,429 | | | | 13,371 | | | | 13,290 | | | | 81 | |

| Selling, general and administrative expenses | | | 217,847 | | | | 171,867 | | | | 77,937 | | | | 112,078 | | | | 80,257 | | | | 39,943 | | | | 40,314 | |

| Research and development expense | | | 145,500 | | | | 129,626 | | | | 246,050 | | | | 114,604 | | | | 204,244 | | | | 54,989 | | | | 149,255 | |

| Total operating expenses | | | 440,750 | | | | 354,060 | | | | 328,046 | | | | 251,111 | | | | 297,872 | | | | 108,222 | | | | 189,650 | |

| Operating income (loss) | | $ | 372,575 | | | $ | 480,777 | | | $ | 191,775 | | | $ | 244,199 | | | $ | (70,706 | ) | | $ | 45,603 | | | $ | (116,309 | ) |

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Net Sales

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Total unit sales increased approximately 8% to 16.6 million units in 2021 from 15.4 million units in 2020, which was a smaller increase than that of revenue primarily due to shifts in segment and product mix.

The increase in fitness revenue was primarily driven by growth in cycling and advanced wearables products, although the growth trend in cycling slowed throughout 2021 as market trends normalized from pandemic driven levels, which is expected to continue in fiscal 2022.

Marine revenue increased due to growth across all categories, led by strong demand for our chartplotters.

Auto revenue increased primarily due to sales growth in auto OEM programs and consumer auto specialty product categories.

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Consolidated gross margin decreased 130 basis points when compared to the year-ago period, primarily due to higher freight costs.

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The total absolute dollar increase was primarily attributable to increased media and cooperative spend.

Selling, General and Administrative Expenses

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During fiscal 2021, the U.S. Dollar strengthened 7.3% against the Euro, 9.6% against the Polish Zloty, 9.6% against the Japanese Yen, 3.0% against the Swiss Franc, and 4.7% against the Australian Dollar, resulting in losses of $20.0 million, $6.6 million, $2.6 million, $2.5 million, and $2.4 million, respectively, while the U.S. Dollar weakened 1.6% against the Taiwan Dollar, resulting in a loss of $6.2 million.

Contributing to the year-over-year increase in income tax expense in fiscal year 2021 was an increase in income before taxes in the fiscal year ended December 25, 2021 compared to the fiscal year ended December 26, 2020.

Cash Flows

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We are a leading worldwide provider of navigation, communications and information devices, most of which are enabled by Global Positioning System, or GPS, technology.

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.

Since our first products were delivered in 1991, we have generated positive income from consolidated operations each year and have funded our growth from these profits.

Impacts of COVID-19

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.

Other

| Intangible Assets | Note 2 - Summary of Significant Accounting Policies |

| Income Taxes | Note 2 - Summary of Significant Accounting Policies & Note 6 - Income Taxes |

| Revenue Recognition | Note 2 - Summary of Significant Accounting Policies & Note 13 - Revenue |

| Product Warranty | Note 2 - Summary of Significant Accounting Policies |

| Legal and Other Contingencies | Note 2 - Summary of Significant Accounting Policies & Note 4 - Commitments and Contingencies |

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As indicated in Note 8 to the Consolidated Financial Statements, the methodology used to allocate certain selling, general, and administrative expenses was refined at the beginning of the 2019 fiscal year.

The amounts presented below for the 52-weeks ended December 29, 2018 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 aviation, approximately $11 million more for marine, approximately $7 million more for outdoor, and not significantly different for auto and fitness.

| Net sales | | $ | 858,329 | | | $ | 809,883 | | | $ | 441,560 | | | $ | 603,459 | | | $ | 634,213 | | | $ | 425,684 | | | $ | 208,529 | |

| Cost of goods sold | | | 386,565 | | | | 281,629 | | | | 182,804 | | | | 153,307 | | | | 363,420 | | | | 245,822 | | | | 117,598 | |

| Gross profit | | | 471,764 | | | | 528,254 | | | | 258,756 | | | | 450,152 | | | | 270,793 | | | | 179,862 | | | | 90,931 | |

| Advertising expense | | | 64,707 | | | | 46,041 | | | | 18,284 | | | | 7,207 | | | | 19,155 | | | | 18,803 | | | | 352 | |

| Selling, general and administrative expenses | | | 135,096 | | | | 120,588 | | | | 97,682 | | | | 36,139 | | | | 88,672 | | | | 71,265 | | | | 17,407 | |

| Research and development expense | | | 90,216 | | | | 71,115 | | | | 79,446 | | | | 202,060 | | | | 124,968 | | | | 46,653 | | | | 78,315 | |

| Total operating expenses | | | 290,019 | | | | 237,744 | | | | 195,412 | | | | 245,406 | | | | 232,795 | | | | 136,721 | | | | 96,074 | |

| Operating income (loss) | | $ | 181,745 | | | $ | 290,510 | | | $ | 63,344 | | | $ | 204,746 | | | $ | 37,998 | | | $ | 43,141 | | | $ | (5,143 | ) |

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All operating segments had an increase in revenue except for aviation and consumer auto.

Total unit sales decreased 1.3% to 15.4 million units in 2020 from 15.6 million units in 2019.

Fitness, outdoor, marine, and auto OEM revenues increased 26%, 23%, 29%, and 1%, respectively, when compared to the year-ago period.

The fitness revenue increase was primarily driven by strong demand for advanced wearables and cycling products.

[removed: Market Sensitivity][added: Market Sensitivity]

We have market risk primarily in connection with the pricing of our products and [removed: services and] [added: services,] the purchase of raw [removed: materials.][added: materials, and the cost of shipping and handling.]

[removed: Inflation][added: Inflation]

[removed: Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk][added: Risk]

The currencies that [removed: create] [added: have historically created] a majority of the Company’s exchange rate exposure are the Taiwan [removed: Dollar, Euro, British Pound Sterling, Australian Dollar, Chinese Yuan,] [added: Dollar] and [removed: Japanese Yen.][added: Euro.]

The functional currency of our largest European subsidiary, Garmin (Europe) Ltd. [removed: remains] [added: is] the U.S. Dollar, and as some transactions occur in British Pounds Sterling or Euros, foreign currency gains or losses have been realized historically related to the movements of those currencies relative to the U.S. Dollar.

During fiscal year [removed: 2020,] [added: 2021,] the Company incurred a net foreign currency [removed: gain] [added: loss] of [removed: $2.8] [added: $45.3] million.

The remaining net currency [removed: gain] [added: loss] of [removed: $1.9] [added: $5.0] million was related to the [removed: timing of transactions and] impacts of other currencies, each of which was individually immaterial.

These and other currency moves during fiscal year [removed: 2020] [added: 2021] also resulted in a currency translation adjustment of [removed: $107.7] [added: $39.5] million within [removed: Accumulated] [added: accumulated] other comprehensive income.

Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as of December 26, [removed: 2020 and December 28, 2019,] [added: 2020,] hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro, and British Pound Sterling would have resulted in an adverse impact on income before income taxes of approximately $84 [removed: million and $90 million at December 26, 2020 and December 28, 2019.][added: million.]

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

We have no outstanding long-term debt as of December [removed: 26, 2020.][added: 25, 2021.]

Based on balance sheet positions as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] the hypothetical and reasonably possible 100 basis point increases in interest rates across all securities would have resulted in declines in portfolio fair market value of approximately [removed: $34] [added: $40] million and [removed: $35] [added: $34] million at December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] respectively.

We strive to offset pricing declines for certain products through obtaining reductions in raw materials costs and the introduction of new products.

Our business has at times been impacted by increasing costs.

The U.S. Dollar strengthened against the Euro, Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar, while the U.S. Dollar weakened against the Taiwan Dollar.

During fiscal 2021, the U.S. Dollar strengthened 7.3% against the Euro, 9.6% against the Polish Zloty, 9.6% against the Japanese Yen, 3.0% against the Swiss Franc, and 4.7% against the Australian Dollar, resulting in losses of $20.0 million, $6.6 million, $2.6 million, $2.5 million, and $2.4 million, respectively, while the U.S. Dollar weakened 1.6% against the Taiwan Dollar, resulting in a loss of $6.2 million.

Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as of December 25, 2021, hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro, Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar would have resulted in an adverse impact on income before income taxes of approximately $68 million.

As of December 25, 2021 and December 26, 2020, the Company had not recognized an allowance for credit losses on any securities in an unrealized loss position.

| --- | --- |

Product pricing and raw materials costs are both significantly influenced by semiconductor market conditions.

Historically, during cyclical industry downturns, we have been able to offset pricing declines for our products through a combination of improved product mix and success in obtaining price reductions in raw materials costs.

We do not believe that inflation has had a material effect on our business, financial condition or results of operations.

The Company believes that gains and losses may become more material in the future as our European presence grows.

The U.S. Dollar weakening against the Euro, Australian Dollar, Chinese Yuan, and British Pound Sterling was partially offset by the U.S. Dollar weakening against the Taiwan Dollar.

During fiscal 2020, the U.S. Dollar weakened 9.2% against the Euro, 9.4% against the Australian Dollar, 7.2% against the Chinese Yuan, and 3.6% against the British Pound Sterling, resulting in gains of $21.1 million, $6.5 million, $2.9 million, and $2.6 million, respectively, while the U.S. Dollar weakened 7.1% against the Taiwan Dollar, resulting in a loss of $32.2 million.

During 2020 and 2019, the Company did not record any material impairment charges on its outstanding securities.

[removed: Company Overview][added: Company Overview]

For more than 30 years, Garmin Ltd. and subsidiaries [removed: (together,] [added: (collectively,] the [removed: “Company”) has] [added: “Company” or “Garmin”) have] pioneered new wireless [removed: devices and applications that are designed for people who live an active lifestyle,] [added: devices,] many of which feature location technology such as Global Positioning System [removed: (GPS).][added: (GPS), and applications that are designed for people who live an active lifestyle.]

Garmin serves five primary markets, [removed: auto, aviation,] fitness, [added: outdoor, aviation,] marine, and [removed: outdoor,] [added: auto,] and we design, develop, manufacture, market, and distribute a diverse family of hand-held, wearable, portable, and fixed-mount GPS-enabled products and other navigation, communications, sensor-based and information products for these markets.

Since the inception of its business, Garmin has delivered over [removed: 235] [added: 251] million products, which included more than [removed: 15] [added: 16] million products delivered during fiscal [removed: 2020.][added: 2021.]

[removed: Available Information][added: Available Information]

This discussion of Garmin [removed: 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.

[removed: Products][added: Products]

Many of the Company’s products utilize Global Positioning System (GPS) and other global navigation satellite systems (GNSS) receivers [removed: as a] [added: to support] product [removed: feature that can be utilized in a variety of applications, including] [added: features such as] navigation, global [removed: positioning] [added: positioning,] and tracking.

GPS is a United States owned satellite network constellation that supports global [removed: positioning] [added: positioning, communication,] and navigation, providing precise geographic location and related data to both commercial and government GPS receivers.

[removed: Commercial access] [added: Access] to [added: and use of the] GPS [added: systems commercial signal bands] is provided free of charge.

In addition to GPS, [added: Garmin products utilize] other global navigation satellite systems (GNSS) [removed: 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,] [added: including] the Russian Global Navigation Satellite System (GLONASS), the European Union Galileo system (Galileo), and the Chinese BeiDou Navigation Satellite System [removed: (BDS).][added: (BDS), and satellite based augmentation systems (SBAS) including the U.S. Wide Area Augmentation System (WAAS), the Japanese MTSAT-based Satellite Augmentation System (MSAS) and Quasi-Zenith Satellite System (QZSS), and the European Geostationary Navigation Overlay Service (EGNOS) aviation Safety of Life (SoL) service.]

On a subscription basis, certain Garmin products offer access to [added: private satellite networks such as] the Iridium satellite network, a synchronized constellation of 66 low Earth orbit (LEO) satellites offering global data communication coverage.

[removed: Fitness][added: Fitness]

[removed: | | • | *Running and Multi-sport Watches:* Garmin running and multi-sport watches are offered under the Forerunner® product series. The Forerunner series offers GPS-enabled watches with features unique to each model.] Depending on the model, features include wrist-based heart rate monitoring, wrist-based pulse oximeter, music storage capabilities, mapping capabilities, [added: LTE Connectivity,] and Garmin Pay™ contactless payment. [removed: |]

[removed: | | • | *Cycling Products:* Garmin cycling products include cycling computers, power meters, bike radars, and smart lights.] Additionally, Garmin offers Tacx® indoor training equipment including smart and basic trainers, and a smart bike. [removed: |]

[removed: | | • |] *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. [removed: |]

[removed: | | • | *Garmin Connect and Garmin Connect Mobile:* Garmin Connect™ and Garmin Connect™ Mobile are web and mobile platforms where users can track and analyze their fitness, activities and workouts, and wellness data.] In addition, users can share their accomplishments, create training groups and group challenges, and get feedback and encouragement from the Connect community. [removed: |]

[removed: | | • | *Connect IQ:* The Connect IQ™ application development platform enables third parties to create a variety of applications that run on a wide assortment of Garmin devices. Connect IQ provides developers with an easy-to-use software development kit (SDK) to facilitate development efforts in creating watch faces, applications, widgets, and data fields.] These third-party applications are available for download by Garmin users via their mobile phone or computer and run on their compatible Garmin wearable, bike computer, golf device, or outdoor handheld. [removed: |]

[removed: Outdoor][added: Outdoor]

[removed: | | • |] *Outdoor Handhelds:* Garmin offers outdoor handhelds under the [removed: Oregon®,] Rino®, Montana®, eTrex®, GPSMAP®, [removed: Foretrex®] [added: Foretrex®,] and inReach® product lines. [removed: Handhelds range from basic waypoints navigation |]

[removed: | | | 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 [removed: subscription,] [added: service plan,] offers 2-way text messaging, S.O.S. capabilities and weather forecasts while anywhere in the world. [removed: |]

[removed: | | • |] *Dog Tracking and Training Devices*: Garmin offers a variety of dog tracking and training devices, including those under the [removed: Astro®,] Alpha®, PRO, BarkLimiter™, and Delta® product lines. [removed: |]

[removed: Marine][added: Marine]

[removed: | | • | *Chartplotters and Multi-Function Displays (MFDs):* Garmin offers numerous chartplotters/MFDs under the GPSMAP® and ECHOMAP™ product lines.] The offerings range from 4-inch portable and fix-mounted products to 24-inch fully integrated Glass Helm offerings and include wireless connectivity to the ActiveCaptain® mobile app. [removed: |]

[removed: | | • | *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. [removed: |]

[removed: | | • |] *Fishfinders:* Garmin offers an advanced line of fishfinders, the Striker™ series, which [removed: incorporate] [added: incorporates] GPS technology enabling [added: Garmin] Quickdraw™ Contours, and wireless features through the ActiveCaptain and StrikerCast mobile apps. [removed: |]

[removed: | | • | *SONAR:* Garmin also offers the Panoptix™ all seeing sonar smart transducer line.] Panoptix LiveScope™ provides real-time, high-resolution images that can be seen in downward, perspective, and forward-looking views for locating the fish and seeing what is coming before you get there. [removed: The Panoptix line also offers detailed 3D underwater views of fish and structure under your boat. Garmin’s CHIRP “black-box” sounders and “smart transducers” interface with Garmin MFDs to enhance their utility by providing the deep-water sounders and fish finder functions in a remote mounted package. |]

[removed: | | • | *Autopilot Systems:* Garmin offers full-featured marine autopilot systems designed for sailboats and powerboats.] The systems incorporate such features as Garmin’s patented Shadow Drive™ technology, which automatically disengages the autopilot if the helm is turned, remote steering and speed control, and [added: enhanced] integration with [removed: the] Volvo Penta [removed: IPS steering] and [added: Yamaha] propulsion [removed: system. Garmin has also introduced steer-by-wire autopilot capabilities for various steering] systems. [removed: |]

[removed: | | • |] *RADAR:* Garmin offers high-tech solid state Fantom™ radar with MotionScope™ Doppler technology, lowering system power consumption and increasing reliability, while greatly improving situational awareness of the captain. [removed: 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. |]

[removed: | | • |] *Instruments*: Garmin offers NMEA 2000 and NMEA 0183 compliant instrument displays and sensors that show data from multiple remote sources on one screen. [removed: |]

[removed: | | • |] *VHF Communication Radios:* Garmin offers a full line-up of marine VHF radios and [removed: AIS] [added: Automatic Identification System (AIS)] transceivers with the latest feature sets including integrated GPS receivers for the communication needs of all [removed: |][added: types of mariners.]

[removed: | | | types of mariners.] Garmin radios are NMEA 2000 compatible and offer multi-station support, and monitor all AIS channels. [removed: |]

[removed: | | • |] *Handhelds and Wearable Devices:* Garmin offers the quatix® series wearable, GPS-enabled smartwatches designed for mariners, which include marine features for navigation, sailing, stereo control, and autopilot functions. [removed: Garmin also offers floating marine GPS handhelds with wireless data transfer between compatible units and preloaded cartography. Some handhelds contain built-in InReach® satellite communication and support Connect IQ™ applications. |]

[removed: | | • | *Sailing:* Garmin has integrated many basic and advanced sailing features into our MFD and instrument systems.] These [added: Garmin] SailAssist™ features include enhanced wind rose with true and apparent wind data, pre-race guidance, synchronized race timer, virtual starting line, time to burn and lay line data fields. [removed: |]

[removed: | | • | *Entertainment:* Garmin’s entertainment brand, Fusion®, consists of marine audio head units, speakers and amplifiers.] These products are designed specifically for the marine or RV environments and support many connectivity options for integrating with MFDs, smartphones, and Garmin wearables. [removed: |]

[removed: | | • | *Digital Switching:* Garmin offers digital switching products under the EmpirBus™ product line.] The Garmin EmpirBus products provide power distribution and control solutions for marine and RV applications which enable advanced logic controls and smart electrical systems to enhance features in a boat or RV. [removed: The system features fully customizable graphics and user interface that can be controlled through Garmin’s marine multi-function displays and RV OEM products. |]

[removed: | | • |] *Trolling Motors:* Garmin offers the [removed: Force™] [added: Force®] Trolling Motor, a powerful, efficient scissor-lift style trolling motor with built-in CHIRP and Ultra High-Definition [removed: ClearVü] [added: ClearVü™] and [removed: SideVü] [added: SideVü™] sonar. [removed: The Force product line also connects wirelessly to Garmin chartplotters/MFDs to provide navigation, autopilot, and anchor lock integration. |]

[removed: Aviation][added: Aviation]

Garmin designs, [removed: manufactures] [added: manufactures,] and markets a wide range of innovative aircraft avionics solutions to the broad and diverse aviation sector.

Garmin also provides innovative products and software-as-a-service solutions to other [added: growth] markets such as commercial air-carrier, military and defense, [added: electric aircraft,] and Advanced Air Mobility / eVTOL.

*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.

*Cycling Products:* Garmin cycling products include cycling computers, power meters, bike radars, and smart lights.

*Activity Tracking and Smartwatch Devices:* Garmin offers a wide range of activity tracking devices and smartwatch devices.

The Garmin product offerings include activity tracking fitness bands, GPS-enabled smartwatches, and fashion-forward hybrid smartwatches with analog style displays.

The activity tracking and smartwatch devices offered by Garmin are the vívomove® series, vívoactive® series, vívosmart® series, vívofit® series, Venu® series, and Lily™ series.

Each series of activity tracking and smartwatch devices offered has unique features, all to enhance and promote healthy and active lifestyles.

Features of the activity tracking and smartwatch devices, depending on the series and model, include Garmin Pay, music storage capabilities, and 24/7 health monitoring.

*Garmin Connect and Garmin Connect Mobile:* Garmin Connect™ and Garmin Connect™ Mobile are web and mobile platforms where users can track and analyze their fitness, activities and workouts, and wellness data.

*Connect IQ:* The Connect IQ™ application development platform enables third parties to create a variety of applications that run on a wide assortment of Garmin devices.

Connect IQ provides developers with an easy-to-use software development kit (SDK) to facilitate development efforts in creating watch faces, applications, widgets, and data fields.

*Adventure Watches:* Garmin adventure watches include the fēnix® series, Instinct® series, tactix® series, the Enduro™ series, the Descent™ series, and the MARQ® collection.

The fēnix series offers premium multisport smartwatches with features such as wrist-based biometrics, music storage capabilities, preloaded full-color purpose-built adventure mapping of topography, ski resorts, and golf courses, Garmin Pay™, and solar charging, depending on model.

The Instinct series offers a rugged and reliable outdoor GPS smartwatch with built-in sports apps, heart rate sensor, smart connectivity, wellness data, and solar charging, depending on model.

The tactix series provides preloaded full-color topographical maps and tactical-inspired features.

The Enduro™ series offers a Power Glass™ solar charging lens that extends battery life and advanced training features for extreme endurance athletes.

The Descent series are watch style dive computers that offer divers GPS navigation, multiple dive modes, support for up to six gasses, as well as integrated air pressure monitoring.

The MARQ series is a collection of luxury smart tool watches with premium materials and features unique to each watch.

Handhelds range from basic waypoints navigation capabilities to advanced color touchscreen devices offering barometric altimeter, 3-axis compass, camera, preloaded maps, wi-fi and smartphone connectivity, two-way satellite communication and other features.

Each series of products is designed to serve unique niche markets.

*Golf Devices and Mobile App:* Garmin golf devices are offered under the Approach® product line.

The Approach series includes handhelds, wearables, club sensors, launch monitors, golf simulators, and laser ranging devices.

Over 42,000 preloaded worldwide golf courses are available to be utilized on certain Garmin golf devices.

Handheld and wearable golf devices provide yardage distances to the front, back, and middle of the green.

In addition to course maps, the Approach R10 portable launch monitor utilizes radar to provide swing metrics including estimated carry and roll, club head speed, ball speed, smash factor, and swing tempo, as well as the ability to play a simulated round of any of our 42,000 worldwide mapped courses when paired with the Garmin Golf™ mobile app.

The mobile app also offers scoring, shot tracking, and performance tracking features, in addition to the Home Tee Hero virtual round simulator for subscribers.

*Automatic Flight Control Systems and Safety-Enhancing Technologies:* Garmin offers scalable flight control systems with unique integrated safety features for aircraft and rotorcraft.

Our Autopilots, and Autonomí™ safety-enhancing solutions cover a wide spectrum of aircraft, from large-cabin business jets and helicopters, to light general aviation aircraft.

Garmin’s award-winning Autoland system will autonomously land the aircraft in the event the pilot is not able to do so, and Smart Glide™ will assist a pilot to get to the nearest airport in the event of the loss of engine power.

We also offer an innovative smart rudder bias system that can help the pilot maintain control of a twin-engine aircraft in the event of an engine failure.

*Services:* Garmin offers a variety of services products to the aviation market.

Web and mobile app-based products offered via FltPlan.com and our Garmin Pilot™ electronic flight bag application, help pilots plan, file, fly, and log flights and offer a wealth of information across all phases of flight.

Business and commercial aviation customers also benefit from our safety management system, runway analysis and performance data, weight and balance, obstacle clearance, load planning, and navigation database solutions.

Garmin continues to provide industry-leading product support, and offers a wide selection of databases, training products, extended warranties, and subscription services for all aviation segments.

*Chartplotters and Multi-Function Displays (MFDs):* Garmin offers numerous chartplotters/MFDs under the GPSMAP® and ECHOMAP™ product lines.

*Cartography*: Garmin is a premier supplier of cartography for the recreational marine market.

*SONAR:* Garmin also offers the Panoptix™ all seeing sonar smart transducer line.

The Panoptix line also offers detailed 3D underwater views of fish and structure under your boat.

Garmin’s CHIRP “black-box” sounders and “smart transducers” interface with Garmin MFDs to enhance their utility by providing the deep-water sounders and fishfinder functions in a remote mounted package.

*Autopilot Systems:* Garmin offers full-featured marine autopilot systems designed for sailboats and powerboats.

| --- | --- |

| --- | --- | --- |

| | • | *Activity Tracking and Smartwatch Devices:* Garmin offers a wide range of activity tracking devices and smartwatch devices. The Garmin product offerings include activity tracking fitness bands, GPS-enabled smartwatches, and fashion-forward hybrid smartwatches with analog style displays. The activity tracking and smartwatch devices offered by Garmin are the vívomove® series, vívoactive® series, vívosmart® series, vívofit® series, vívosport® series, and the 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. |

| | • | *Adventure Watches:* Garmin adventure watches include the fēnix® series, Instinct® series, tactix® series, the Descent™ 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 tactical-inspired features. The Descent series are watch style dive computers that offer divers GPS navigation, multiple dive modes, support for up to six gasses, as well as integrated air pressure monitoring. The MARQ series is a collection of 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. 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. |

| | • | *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. |

| | • | *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. |

| | • | *Personal Navigation Devices (PNDs):* Garmin is a leading manufacturer of PNDs 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, and driver awareness alerts: |

| | • | *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. |

We also offer products through our online webshop, www.garmin.com.

Garmin International, Inc., Garmin (Europe) Ltd., and Garmin Corporation have also achieved certification of their environmental management systems to the ISO 14001 standard, recognizing Garmin’s systems and processes which minimize or prevent harmful effects on the environment and continually strive to improve its environmental performance.

Many of these and other key components that are available from multiple sources, including, but not limited to, NAND flash memory, dynamic random access memory (DRAM), GPS chipsets and certain LCDs, are subject, at times, to industry-wide shortages and commodity pricing fluctuations.

Garmin and other participants in the personal computer, tablet, mobile communication, automotive, aviation electronics, and consumer electronics industries also compete for various components with other industries that have experienced increased demand for their products.

In addition, Garmin uses some custom components that are not common to the rest of the personal computer, tablet, mobile communication, and consumer electronics industries.

New products introduced by the Company often utilize custom components available from only one source until Garmin has evaluated whether there is a need for, and subsequently qualifies, additional suppliers.

When a component or product uses new technologies, initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased.

Garmin makes efforts to manage risks in these areas through the use of supply agreements and safety stock for strategically important components.

Regulations

The telecommunications industry is highly regulated, and the regulatory environment in which Garmin operates is subject to change.

In accordance with the United States’ Federal Communications Commission (FCC) rules and regulations, wireless transceiver products are required to be certified by the FCC and comparable authorities in foreign countries where they are sold.

Garmin’s products sold in Europe are required to comply with relevant directives of the European Commission.

A delay in receiving required certifications for new products, or enhancements to Garmin’s products, or losing certification for Garmin’s existing products could adversely affect our business.

In addition, aviation products that are intended for installation in “type certificated aircraft” are required to be certified by the Federal Aviation Administration (FAA), its European counterpart, the European Aviation Safety Agency, and other comparable organizations before they can be used in an aircraft.

Because Garmin Corporation, one of the Company’s principal subsidiaries, is located in Taiwan, foreign exchange control laws and regulations of Taiwan with respect to remittances into and out of Taiwan may have an impact on Garmin’s operations.

The Taiwan Foreign Exchange Control Statute, and regulations thereunder, provides that all foreign exchange transactions must be executed by banks designated to handle such business by the Ministry of Finance of Taiwan and by the Central Bank of the Republic of China (Taiwan), also referred to as the CBC.

Current regulations favor trade-related foreign exchange transactions.

Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters, while all foreign currency needed for the import of merchandise and services may be purchased freely from the designated foreign exchange banks.

Aside from trade-related foreign exchange transactions, Taiwan companies and residents may, without foreign exchange approval, remit outside and into Taiwan foreign currencies of up to $50 million and $5 million respectively, or their equivalent, each calendar year.

Currency conversions within the limits are processed by the designated banks and do not have to be reviewed and approved by the CBC.

The above limits apply to remittances involving a conversion between Taiwan Dollars and U.S. Dollars or other foreign currencies.

The CBC typically approves foreign exchange in excess of the limits if a party applies with the CBC for review and presents legitimate business reasons justifying the currency conversion.

A requirement is also imposed on all enterprises to register all medium and long-term foreign debt with the CBC.

Garmin has implemented multiple Environmental Management System (EMS) policies in accordance with the International Organization for Standardization (ISO) 14001 standard for Environmental Health and Safety Management.

Garmin’s EMS policies set forth practices, standards, and procedures to ensure compliance with applicable environmental laws and regulations at Garmin’s Kansas headquarters facility, Garmin’s European headquarters facility, and Garmin’s Taiwan and China manufacturing facilities.

Our manufacturing locations have implemented increased recycling processes that keep all obsolete Garmin manufactured material from entering the waste stream.

Additionally, our most recently completed facility in Olathe, Kansas has been constructed with energy efficient considerations, including reduced water consumption, LED lighting, and reflective roofing to deflect solar radiation.

The Company settled or resolved certain matters during the fiscal year ended December [removed: 26, 2020] [added: 25, 2021] that did not individually or in the aggregate have a material impact on the Company’s financial condition or results of operations.

| --- | --- |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: \[☒\]] [added: \[☒\]] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

For the fiscal year ended December [removed: 26, 2020][added: 25, 2021]

| [removed: \[☐\]] [added: \[☐\]] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

Commission file number [removed: 0-31983][added: 001-41118]

[removed: GARMIN LTD.][added: Garmin Ltd.]

[removed: ][added: ]

| [removed: Switzerland] [added: Switzerland] (State or other jurisdiction of incorporation or organization) | [removed: 98-0229227] [added: 98-0229227] (I.R.S. Employer Identification No.) |

| [removed: Mühlentalstrasse 2 8200 Schaffhausen Switzerland] [added: Mühlentalstrasse 2 8200 Schaffhausen Switzerland] (Address of principal executive offices) | N/A (Zip Code) |

Registrant’s telephone number, including area code: [removed: +41 52 630] [added: +41 52 630] 1600

| [removed: Registered] [added: Registered] Shares, CHF 0.10 Per Share Par [removed: Value] [added: Value] | | [removed: GRMN] [added: GRMN] | | [removed: The Nasdaq] [added: New York] Stock [removed: Market, LLC] [added: Exchange] |

Aggregate market value of the common shares held by non-affiliates of the registrant as of June [removed: 27, 2020] [added: 26, 2021] (based on the closing price of the registrant's common shares on the Nasdaq Stock Market for June [removed: 26, 2020)] [added: 25, 2021)] was approximately [removed: $14,141,000,000.][added: $21,920,000,000.]

Number of shares outstanding of the registrant’s common shares as of February [removed: 12, 2021:][added: 11, 2022:]

Registered Shares, CHF 0.10 par value – [removed: 191,571,374] [added: 192,787,080] (excluding treasury shares)

[removed: Documents] [added: Documents] incorporated by [removed: reference:][added: reference:]

| [removed: Document] [added: Document] | [removed: Part] [added: Part] of Form 10‑K [removed: into which Incorporated] [added: into which Incorporated] |

| Company's Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders which will be filed no later than 120 days after December [removed: 26, 2020.] [added: 25, 2021.] | Part III |

[removed: 2020] [added: 2021] Form 10-K Annual [removed: Report][added: Report]

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

| [removed: [Part I](#PART_I)] [added: [Part I](#part_i)] | | |

| [removed: [Part II](#PART_II)] [added: [Part II](#part_ii)] | | |

| Item 6. | [removed: [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA)] [added: [\[Reserved\]](#item_6_selected_financial_data)] | [removed: 32] [added: 31] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] [added: Operations](#item_7_managements_discussion_analysis_f)] | [removed: 34] [added: 32] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS)] [added: Risk](#item_7a_quantitative_qualitative_disclos)] | [removed: 45] [added: 41] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR)] [added: Data](#item_8_financial_statements_supplementar)] | [removed: 47] [added: 43] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC)] [added: Disclosure](#item_9_changes_in_disagreements_with_acc)] | [removed: 84] [added: 78] |

| Item 9A. | [Controls and [removed: Procedures](#ITEM_9A_CONTROLS_PROCEDURES)] [added: Procedures](#item_9a_controls_procedures)] | [removed: 84] [added: 78] |

| Item 9B. | [Other [removed: Information](#ITEM_9B_OR_INFORMATION)] [added: Information](#item_9b_or_information)] | [removed: 86] [added: 79] |

| [removed: [Part III](#PART_III)] [added: [Part III](#part_iii)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO)] [added: Governance](#item_10_directors_executive_ficers_corpo)] | [removed: 87] [added: 80] |

| Item 11. | [Executive [removed: Compensation](#ITEM_11_EXECUTIVE_COMPENSATION)] [added: Compensation](#item_11_executive_compensation)] | [removed: 87] [added: 80] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF)] [added: Matters](#item_12_security_ownership_certain_benef)] | [removed: 88] [added: 81] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR)] [added: Independence](#item_13_certain_relationships_related_tr)] | [removed: 89] [added: 82] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC)] [added: Services](#item_14_principal_accounting_fees_servic)] | [removed: 89] [added: 82] |

| [removed: [Part IV](#PART_IV)] [added: [Part IV](#part_iv)] | | |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)] [added: Schedules](#item_15_exhibits_financial_statement_sch)] | [removed: 90] [added: 83] |

| Item 16. | [Form 10-K [removed: Summary](#ITEM_16_FORM_10K_SUMMARY)] [added: Summary](#item_16_form_10k_summary)] | [removed: 92] [added: 85] |

| | [removed: [Signatures](#SIGNATURES)] [added: [Signatures](#signatures)] | [removed: 94] [added: 87] |

GARMIN LTD.

| | |

| | | | | |

| | | | |

| | |

| | |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | 79 |

1, Xintai 5th Rd., Xizhi Dist., New Taipei City, Taiwan, a 224,000 square foot facility at No. 24 Beiyuan Road, Jhongli, Tao-Yang County, Taiwan, [removed: and] a 576,000 square foot facility at No. 270 Huaya 2nd Road, LinKou, Tao-Yang County, [added: Taiwan, and a 615,000 square foot facility at No. 3, Titanggang Rd., Xinshi Dist., Tainan City,] Taiwan.

These facilities are used for the manufacturing and warehousing of most of Garmin’s [removed: auto,] fitness, [added: outdoor,] marine, and [removed: outdoor] [added: auto] products, as well as portable aviation products.

Garmin (Europe) Ltd. owns and occupies a 155,000 square foot building located at Liberty House, Hounsdown Business Park, Southampton, U.K., [removed: used as offices] and [added: leases] a [removed: distribution facility.][added: 100,000 square foot facility at 4 Parham Dr, Boyatt Wood, Eastleigh, U.K., both used for warehousing, distribution, and office space.]

[removed: zo.o] [added: z o.o] leases a 319,000 square foot facility located at Ul.

Garmin also owns and leases other properties around the world that are not described above and [added: are] used for office space, warehousing, and retail.

Garmin International, Inc. also owns approximately 367 acres of additional land in Olathe, Kansas that could accommodate future property development.

[removed: Information] [added: Information] about our Executive [removed: Officers][added: Officers]

Pursuant to General Instruction G(3) of Form 10-K and instruction 3 to paragraph (b) of Item 401 of Regulation S-K, the following list is included as an unnumbered Item in Part I of this Annual Report on Form 10-K in lieu of being included in the Company’s Definitive Proxy Statement in connection with its annual meeting of shareholders scheduled for June [removed: 4, 2021.][added: 10, 2022.]

[removed: Dr.] [added: Dr.] Min H.

[removed: Kao,] [added: Kao,] age [removed: 72,] [added: 73,] has served as Executive Chairman of Garmin Ltd. since January 2013 and was previously Chairman of Garmin Ltd. from August 2004 to December 2012 and Co-Chairman of Garmin Ltd. from August 2000 to August 2004.

[removed: Clifton] [added: Clifton] A.

[removed: Pemble,] [added: Pemble,] age [removed: 55,] [added: 56,] has served as a director of Garmin Ltd. since August 2004.

[removed: Douglas] [added: Douglas] G.

[removed: Boessen,] [added: Boessen,] age [removed: 58,] [added: 59,] has served as Chief Financial Officer and Treasurer of Garmin Ltd. since July 2014.

[removed: Andrew] [added: Andrew] R.

[removed: Etkind,] [added: Etkind,] age [removed: 65,] [added: 66,] has served as Vice President, General Counsel and Secretary of Garmin Ltd. since June 2009.

[removed: PART II][added: PART II]

| --- | --- |

[removed: Garmin’s shares have] [added: Prior to December 7, 2021, Garmin's share were] traded on The Nasdaq Stock Market, LLC under the symbol “GRMN” since its initial public offering on December 8, 2000 (the “IPO”).

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 199] [added: 263] shareholders of record.

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

[removed: This] [added: *This] performance graph shall not be deemed ‘‘filed’’ with the SEC or subject to Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as [removed: amended.][added: amended.*]

The graph below matches Garmin Ltd.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the [removed: Nasdaq] [added: NASDAQ] Composite [removed: index and] [added: Index,] the [removed: Nasdaq] [added: NASDAQ] 100 [removed: index.][added: Index, and the S&P 500 Index.]

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, [removed: 2015 (“12/15”)] [added: 2016 (“12/16”)] to December 31, [removed: 2020 (“12/20”).][added: 2021(“12/21”).]

[removed: ][added: ]

[removed: The] [added: *The] stock price performance included in this graph is not necessarily indicative of future stock price [removed: performance.][added: performance.*]

Since December 7, 2021, Garmin’s shares have traded on the New York Stock Exchange under the symbol "GRMN".

Beginning in fiscal year 2022, as a result of the transfer to the New York Stock Exchange, the graph will include only the S&P 500 Index and the Nasdaq Composite Index.

| | | | | | | | | | | | | | | | | | | | | | | | | |

| | | 12/16 | | | | 12/17 | | | | 12/18 | | | | 12/19 | | | | 12/20 | | | | 12/21 | | |

| Garmin Ltd. | | | 100.00 | | | | 127.58 | | | | 140.13 | | | | 221.58 | | | | 278.73 | | | | 323.07 | |

| NASDAQ Composite | | | 100.00 | | | | 129.64 | | | | 125.96 | | | | 172.17 | | | | 249.51 | | | | 304.85 | |

| NASDAQ 100 | | | 100.00 | | | | 132.99 | | | | 133.04 | | | | 185.54 | | | | 276.22 | | | | 352.19 | |

| S&P 500 | | | 100.00 | | | | 121.83 | | | | 116.49 | | | | 153.17 | | | | 181.35 | | | | 233.41 | |

| --- | --- |

The Board of Directors approved a share repurchase program on February 13, 2015, authorizing the Company to repurchase up to $300 million of the Company’s shares as market and business conditions warrant.

The share repurchase authorization expired on December 31, 2017.

The Company made no repurchases of shares during the years ended December 26, 2020, December 28, 2019, and December 29, 2018.

See Note 11 in the Notes to the Consolidated Financial Statements for additional information regarding the share repurchase plan.

| | | 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 | |

| --- | --- |

The following table sets forth selected consolidated financial data of the Company.

The selected consolidated balance sheet data as of December 26, 2020 and December 28, 2019 and the selected consolidated statements of income data for the years ended December 26, 2020, December 28, 2019, and December 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 29, 2018, December 30, 2017, and December 31, 2016 and the selected consolidated statements of income data for the years ended December 30, 2017 and December 31, 2016 were derived from the Company’s audited Consolidated Financial Statements, not included herein.

The information set forth below is not necessarily indicative of the results of future operations and should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and notes to those statements included in Items 7 and 8 in Part II of this Form 10-K.

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.

Adoption of the new revenue recognition standard was applied using the full retrospective method, and information for prior periods within Item 6 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 have been restated in accordance with the Company’s adoption of the new revenue recognition standard.

| | | Years ended (1) | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Dec. 26, 2020 | | | | Dec. 28, 2019 | | | | Dec. 29, 2018 | | | | Dec. 30, 2017 | | | | Dec. 31, 2016 | | |

| | | (in thousands, except per share data) | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Income Data: | | | | | | | | | | | | | | | | | | | | |

| Net sales | | $ | 4,186,573 | | | $ | 3,757,505 | | | $ | 3,347,444 | | | $ | 3,121,560 | | | $ | 3,045,797 | |

| Gross profit | | | 2,481,336 | | | | 2,233,976 | | | | 1,979,719 | | | | 1,797,941 | | | | 1,688,525 | |

| Operating income | | | 1,054,240 | | | | 945,586 | | | | 778,343 | | | | 683,637 | | | | 632,864 | |

| Net income (2) | | | 992,324 | | | | 952,486 | | | | 694,080 | | | | 709,007 | | | | 517,724 | |

| | | | | | | | | | | | | | | | | | | | | |

| Net income per share: | | | | | | | | | | | | | | | | | | | | |

| Diluted | | $ | 5.17 | | | $ | 4.99 | | | $ | 3.66 | | | $ | 3.76 | | | $ | 2.73 | |

| Weighted average common shares outstanding: | | | | | | | | | | | | | | | | | | | | |

| Diluted | | | 191,895 | | | | 190,899 | | | | 189,734 | | | | 188,732 | | | | 189,343 | |

| Dividends declared per share (3) | | $ | 2.44 | | | $ | 2.28 | | | $ | 2.12 | | | $ | 2.04 | | | $ | 2.04 | |

| Balance Sheet Data (at end of Period): | | | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents, and marketable securities | | $ | 2,977,259 | | | $ | 2,609,505 | | | $ | 2,714,844 | | | $ | 2,313,208 | | | $ | 2,327,120 | |

| Total assets | | | 7,031,373 | | | | 6,166,799 | | | | 5,382,858 | | | | 4,948,289 | | | | 4,484,549 | |

| Total debt | | | — | | | | — | | | | — | | | | — | | | | — | |

| Total stockholders’ equity | | | 5,516,116 | | | | 4,793,496 | | | | 4,162,974 | | | | 3,852,419 | | | | 3,453,259 | |

(1) Our fiscal year-end is the last Saturday of the calendar year and does not always fall on December 31.

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;

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.

(3) Dividends declared per share refers to the cash dividend per share that has been approved by shareholders in the given fiscal year.

See Note 2 - Summary of Significant Accounting Policies, Dividends for additional detail.

[removed: Garmin] [added: | Garmin] Ltd. and [removed: Subsidiaries][added: Subsidiaries | | | | | | | | |]

Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018][added: 28, 2019]

[removed: Contents][added: Contents]

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC)] [added: Firm](#report_independent_registered_public_acc) (PCAOB ID: 42)] | [removed: 48] [added: 44] |

| [Consolidated Balance Sheets at December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019](#CONSOLIDATED_STATEMENTS_BALANCE_SHEET)] [added: 26, 2020](#consolidated_statements_balance_sheet)] | [removed: 51] [added: 47] |

| [Consolidated Statements of Income for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#CONSOLIDATED_STATEMENTS_INCOME)] [added: 28, 2019](#consolidated_statements_income)] | [removed: 52] [added: 48] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: 28, 2019](#consolidated_statements_comprehensive_in)] | [removed: 53] [added: 49] |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU)] [added: 28, 2019](#consolidated_statements_stockholders_equ)] | [removed: 54] [added: 50] |

| [Consolidated Statements of Cash Flows for the Years Ended December [added: 25, 2021, December] 26, 2020, [removed: December 28, 2019,] and December [removed: 29, 2018](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: 28, 2019](#consolidated_statements_cash_flows)] | [removed: 55] [added: 51] |

| [Notes to Consolidated Financial [removed: Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] [added: Statements](#notes_to_consolidated_financial_statemen)] | [removed: 57] [added: 53] |

[removed: Report] [added: Report] of Independent [removed: Registered] [added: Registered] Public Accounting [removed: Firm][added: Firm]

[removed: To the Stockholders and the Board of Directors of Garmin] [added: | Garmin] Ltd. and [removed: Subsidiaries][added: Subsidiaries | | | | | | | | | | | | |]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Garmin Ltd. and Subsidiaries (the Company) as of December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 26, 2020,] [added: 25, 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019,] [added: 26, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 26, 2020,] [added: 25, 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 26, 2020,] [added: 25, 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 17, 2021,] [added: 16, 2022,] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

[removed: Valuation] [added: Valuation] of [removed: Goodwill][added: Goodwill]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | The Company assigns goodwill acquired in business combinations to its reporting units as of each acquisition date. At December [removed: 26, 2020,] [added: 25, 2021,] the Company’s goodwill balance related to the consumer auto reporting unit was approximately $80 million. As discussed in Note 2 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. [removed: The] [added: Revenue and profits of the] consumer auto [removed: market has] [added: reporting unit] declined [removed: in recent] [added: for a number of] years [added: through fiscal 2020] as competing technologies [removed: have] emerged and market saturation [removed: has occurred. This has resulted in periods of lower revenues and profits] [added: occurred] for [removed: the Company’s consumer auto reporting unit.] [added: certain key products.] Considering [removed: these] [added: uncertainty in] qualitative factors, management performed a [added: step one] quantitative impairment test of the consumer auto reporting unit in the fourth quarter of [removed: 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,] [added: 2021, and] the Company disclosed [added: that in the future] some or all of the approximately $80 million of goodwill associated with the consumer auto reporting unit [removed: is] [added: could be] at risk of [removed: 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. |

[removed: Measurement] [added: Measurement] of Reserve for Unrecognized Income Tax [removed: Benefits][added: Benefits]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: 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 [removed: $85] [added: $65] million at December [removed: 26, 2020,] [added: 25, 2021,] primarily related to transfer pricing positions. Auditing management’s assessment and measurement of material tax positions is complex and involved especially subjective and complex judgements. The assessment process involves both significant judgment to evaluate each position against the recognition threshold and estimation because the pricing of the intercompany transactions is based on pricing analyses that may produce a number of different outcomes or ranges of outcomes (e.g., the price that would be charged in an arm’s-length transaction). Each transfer pricing tax position carries unique facts and circumstances that must be evaluated, and ultimate resolution will be dependent on uncontrollable factors, such as the interpretation of laws and regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. |

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: 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. |

| [removed: Garmin] [added: Garmin] Ltd. and [removed: Subsidiaries] [added: Subsidiaries] | | | | | | | | | [added: | | | |]

| [removed: Consolidated] [added: Consolidated] Balance [removed: Sheets] [added: Sheets] | | | | | | | | |

| [removed: (In] [added: *(In] thousands, except per share [removed: information)] [added: information)*] | | | | | | | | |

| | | [removed: December] [added: December 25, 2021 | | | | December] 26, [removed: 2020] [added: 2020] | | | | [removed: December] [added: December] 28, [removed: 2019] [added: 2019] | | |

| [removed: Assets] [added: Assets] | | | | | | | | |

| Cash and cash equivalents | | $ | [removed: 1,458,442] [added: 1,498,058] | | | $ | [removed: 1,027,567] [added: 1,458,442] | |

| Marketable securities (*Note 3)* | | | [removed: 387,642] [added: 347,980] | | | | [removed: 376,463] [added: 387,642] | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $11,086] [added: $7,080] in [removed: 2020] [added: 2021] and [removed: $6,754] [added: $11,086] in [removed: 2019] [added: 2020] | | | [removed: 849,469] [added: 843,445] | | | | [removed: 706,763] [added: 849,469] | |

| Inventories | | | [removed: 762,084] [added: 1,227,609] | | | | [removed: 752,908] [added: 762,084] | |

| Deferred costs | | | [removed: 20,145] [added: 15,961] | | | | [removed: 25,105] [added: 20,145] | |

| Prepaid expenses and other current assets | | | [removed: 191,569] [added: 328,719] | | | | [removed: 169,044] [added: 191,569] | |

| Total current assets | | | [removed: 3,669,351] [added: 4,261,772] | | | | [removed: 3,057,850] [added: 3,669,351] | |

| Property and equipment, net *(Note 2)* | | | [removed: 855,539] [added: 1,067,478] | | | | [removed: 728,921] [added: 855,539] | |

| Operating lease right-of-use assets *(Note 14)* | | | [removed: 94,626] [added: 89,457] | | | | [removed: 63,589] [added: 94,626] | |

| [removed: Marketable] [added: Noncurrent marketable] securities (*Note 3)* | | | [removed: 1,131,175] [added: 1,268,698] | | | | [removed: 1,205,475] [added: 1,131,175] | |

| Deferred income [removed: taxes] [added: tax assets] (*Note 6)* | | | [removed: 245,455] [added: 260,205] | | | | [removed: 268,518] [added: 245,455] | |

February 16, 2022

| Other noncurrent assets | | | 103,383 | | | | 190,151 | |

| Other accrued expenses | | | 225,988 | | | | 181,767 | |

| Total operating expense | | | 1,671,839 | | | | 1,427,096 | | | | 1,288,390 | |

| Total other income (expense) | | | (11,824 | ) | | | 49,170 | | | | 41,636 | |

| Total income tax provision (benefit) | | | 124,596 | | | | 111,086 | | | | 34,736 | |

| Net income | | $ | 1,082,200 | | | $ | 992,324 | | | $ | 952,486 | |

| *(In thousands, except per share information)* | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | — | | | | — | | | | 1,082,200 | | | | — | | | | 1,082,200 | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 1,016,608 | |

| Dividend declared ($2.68 per share) | | | — | | | | — | | | | — | | | | (515,835 | ) | | | — | | | | (515,835 | ) |

| Balance at December 25, 2021 | | $ | 17,979 | | | $ | 1,960,722 | | | $ | (303,114 | ) | | $ | 4,320,737 | | | $ | 117,835 | | | $ | 6,114,159 | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | $ | 1,082,200 | | | $ | 992,324 | | | $ | 952,486 | |

| *See accompanying notes.* | | | | | | | | | | | | |

| Garmin Ltd. and Subsidiaries | | | | | | | | | | | | |

| | | Fiscal Year Ended | | | | | | | | | | |

| | | | | | | | | | | | | |

*See accompanying notes.*

Garmin Ltd. and Subsidiaries

1.

2.

Garmin Corporation, one of the Company’s principal subsidiaries, is located in Taiwan.

The Taiwan Foreign Exchange Control Statute (the “Statute”), and regulations thereunder, provides that all foreign exchange transactions must be executed by banks designated to handle such business by the Ministry of Finance of Taiwan and by the Central Bank of the Republic of China (Taiwan), also referred to as the CBC.

Current regulations favor trade-related foreign exchange transactions, so the Statute does not impose any significant restrictions on import or export activities involving foreign currencies in Taiwan.

Non-trade related currency exchanges exceeding $50 million, or its equivalent, in a calendar year require approval of the CBC.

Amazon.com, Inc. and its affiliates (Amazon), a customer of the fitness, outdoor, marine, and consumer auto segments, is our largest customer and accounted for approximately 10% of our consolidated net sales in the fiscal year ended December 25, 2021.

No other customer accounted for 10% or more of Garmin's consolidated net sales in fiscal 2021.

| | | December 25, 2021 | | | | December 26, 2020 | | |

| | | | | | | | | | | |

In the next five years, the amortization expense is estimated to be $31,717, $29,649, $26,913, $24,376, and $21,257, respectively.

Changes in the carrying amount of goodwill for the years ended December 25, 2021 and December 26, 2020 are as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | |

| | | Fitness | | | | Outdoor | | | | Aviation | | | | Marine | | | | Auto | | | | Total | | |

| Goodwill balance as of December 28, 2019 | | $ | 192,758 | | | $ | 55,934 | | | $ | 60,571 | | | $ | 79,480 | | | $ | 78,365 | | | $ | 467,108 | |

| Acquisitions | | | 59,728 | | | | 29,771 | | | | — | | | | — | | | | — | | | | 89,499 | |

| Foreign currency translation and other adjustments | | | 19,963 | | | | 2,953 | | | | (224 | ) | | | 3,122 | | | | 1,789 | | | | 27,603 | |

| Goodwill balance as of December 26, 2020 | | $ | 272,449 | | | $ | 88,658 | | | $ | 60,347 | | | $ | 82,602 | | | $ | 80,154 | | | $ | 584,210 | |

| Acquisitions | | | — | | | | 14,152 | | | | — | | | | — | | | | — | | | | 14,152 | |

| Foreign currency translation and other adjustments | | | (16,577 | ) | | | (2,416 | ) | | | — | | | | (2,696 | ) | | | (1,593 | ) | | | (23,282 | ) |

| | |

| --- | --- |

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ Ernst & Young LLP

Kansas City, Missouri

February 17, 2021

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Restricted cash (*Note 4)* | | | 306 | | | | 71 | |

| Other assets | | | 189,845 | | | | 159,253 | |

| Accrued advertising expense | | | 31,950 | | | | 35,142 | |

| Other accrued expenses | | | 149,817 | | | | 110,461 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 1,427,096 | | | | 1,288,390 | | | | 1,201,376 | |

| | | | 49,170 | | | | 41,636 | | | | 44,904 | |

| | | | 111,086 | | | | 34,736 | | | | 129,167 | |

| Balance at December 30, 2017 | | $ | 17,979 | | | $ | 1,828,386 | | | $ | (468,818 | ) | | $ | 2,418,444 | | | $ | 56,428 | | | $ | 3,852,419 | |

| Net income | | | — | | | | — | | | | — | | | | 694,080 | | | | — | | | | 694,080 | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 646,534 | |

| Dividends declared ($2.12 per share) | | | — | | | | — | | | | — | | | | (400,657 | ) | | | — | | | | (400,657 | ) |

| Reclassification under ASU 2016-16 | | | — | | | | — | | | | — | | | | (1,700 | ) | | | — | | | | (1,700 | ) |

| Reclassification under ASU 2018-02 | | | — | | | | — | | | | — | | | | 452 | | | | (452 | ) | | | — | |

1.

2.

Potential losses on receivables are dependent on each individual customer’s financial condition.

The Company carries its trade accounts receivable at net realizable value.

The Company monitors its exposure to losses on receivables and maintains allowances for potential losses or adjustments.

The Company determines these allowances by (1) evaluating the aging of its receivables and (2) reviewing its high-risk customers.

The Company grants credit to certain customers who meet the Company’s pre-established credit requirements.

In the next five years, the amortization expense is estimated to be $33,371, $30,255, $28,309, $26,357, and $23,941, respectively.

| Goodwill balance at beginning of year | | $ | 467,108 | | | $ | 301,017 | |

| Acquisitions | | | 89,499 | | | | 171,773 | |

| Effect of foreign currency translation, finalization of purchase price allocations, and impairment charges | | | 27,603 | | | | (5,682 | ) |

| Goodwill balance at end of year | | $ | 584,210 | | | $ | 467,108 | |

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.

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, management believes some or all of the approximately $80 million of goodwill associated with the Company’s consumer auto reporting unit is at risk of future impairment.

| June 29, 2018 | | June 18, 2018 | | $ | 0.53 | |

| September 28, 2018 | | September 14, 2018 | | $ | 0.53 | |

| March 29, 2019 | | March 15, 2019 | | $ | 0.53 | |

These incentives are reviewed periodically and, with the exceptions of price protection and certain other promotions, typically accrued for on a percentage of sales basis.

None.

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.

Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

(b) Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company assessed the effectiveness of the Company’s internal control over financial reporting as of December 25, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework” (2013 framework).

Based on such assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 25, 2021.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, issued an attestation report on management’s effectiveness of the Company’s internal control over financial reporting as of December 25, 2021, as stated in their report which is included herein.

That attestation report appears below.

(c) Attestation Report of the Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Garmin Ltd. and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Garmin Ltd. and Subsidiaries’ internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Garmin Ltd. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 25, 2021 and December 26, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 25, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 16, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Kansas City, Missouri

February 16, 2022

(d) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 25, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Not applicable.

Not applicable.

PART III

Garmin’s definitive proxy statement in connection with its annual meeting of shareholders scheduled for June [removed: 4, 2021] [added: 10, 2022] (the “Proxy Statement”) will be filed with the Securities and Exchange Commission no later than 120 days after December [removed: 26, 2020.][added: 25, 2021.]

[removed: | | (a) | Directors] [added: Directors] of the [removed: Company |][added: Company]

[removed: | | (b) | Executive] [added: Executive] Officers of the [removed: Company |][added: Company]

[removed: | | (c) | Delinquent] [added: Delinquent] Section 16(a) [removed: Reports |][added: Reports]

[removed: | | (d) | Audit] [added: Audit] Committee and Audit Committee Financial [removed: Expert |][added: Expert]

All members of the Audit Committee are “independent” within the meaning of the rules of the SEC and the [removed: Nasdaq Marketplace Rules.][added: New York Stock Exchange rules.]

[removed: | | (e) | Code] [added: Code] of [removed: Ethics |][added: Ethics]

(a)

(b)

(c)

(d)

(e)

| --- | --- |

| --- | --- | --- |

| --- | --- |

[removed: Equity Compensation Plan Information][added: Equity Compensation Plan Information]

The following table gives information as of December [removed: 26, 2020] [added: 25, 2021] about the Garmin common shares that may be issued under all of the Company’s existing equity compensation plans, as adjusted for stock splits.

| [removed: Plan Category] [added: Plan Category] | | [removed: Number] [added: Number] of securities to be issued upon outstanding options, exercise of warrants and [removed: rights] [added: rights] | | | | [removed: Weighted-] [added: Weighted-] average exercise price of outstanding options, warrants and [removed: rights | |] [added: rights] | | [removed: Number] [added: Number] of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [removed: A)] [added: A)] | | |

| Equity compensation plans [added: not] approved by shareholders | | | [removed: 1,594,932 | |] [added: —] | [removed: $ 52.44] | | [added: N/A] | | | [removed: 5,103,801] [added: —] | |

| Equity compensation plans [removed: not] approved by shareholders | | | [removed: — | |] [added: 1,512,920] | | [removed: —] | [added: N/A] | | | [removed: —] [added: 3,854,829] | |

Table consists of the Garmin Ltd. [removed: 2005] [added: 2000] Equity Incentive [removed: Plan (as Amended] [added: Plan, as amended] and [removed: Restated Effective] [added: restated on] June [removed: 5, 2010),] [added: 27, 2010,] the Garmin Ltd. [removed: 2000] [added: 2005] Equity Incentive Plan, [added: as amended and restated on June 7, 2019,] the Garmin Ltd. [removed: Amended and Restated] Employee Stock Purchase Plan, [removed: effective January 1, 2010] [added: as amended] and [added: restated on June 7, 2019, and] the Garmin Ltd. 2011 Non-Employee [removed: Directors] [added: Directors’] Equity Incentive Plan, [removed: effective June 3, 2011.][added: as amended and restated on February 15, 2019.]

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | A | | | | B | | C | | |

| Total | | | 1,512,920 | | | N/A | | | 3,854,829 | |

| --- | --- |

| | | A | | | | B | | | | C | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 1,594,932 | | | $ 52.44 | | | | | 5,103,801 | |

| --- | --- |

[removed: PART IV][added: PART IV]

| --- | --- |

[removed: (a)List] [added: (a) List] of Documents filed as part of this [removed: Report][added: Report]

[removed: | |] (1) [removed: |] Consolidated Financial Statements [removed: |]

[removed: | |] (2) [removed: |] Schedule II Valuation and Qualifying Accounts [removed: |]

[removed: | |] (3) [removed: |] Exhibits -- The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K: [removed: |]

| [removed: EXHIBIT NUMBER] [added: EXHIBIT NUMBER] | | [removed: DESCRIPTION] [added: DESCRIPTION] |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] | | [Articles of Association of Garmin Ltd., as amended and restated on June 5, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 8, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1121788/000121390019024259/f8k103019a1ex3-2_garmin.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1121788/000121390019024259/f8k103019a1ex3-2_garmin.htm)] | | [Organizational Regulations of Garmin Ltd., as amended on October 25, 2019 (incorporated by reference to Exhibit 3.2 of the Registrant’s Amendment No.1 to Current Report on Form 8-K/A filed on November 21, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000121390019024259/f8k103019a1ex3-2_garmin.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000121390019024259/f8k103019a1ex3-2_garmin.htm)] |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm)] | | [Garmin Ltd. [removed: Amended and Restated] 2000 Equity Incentive [removed: Plan] [added: Plan, as amended and restated on June 27, 2010] (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 28, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm)*] [added: 2010).](https://www.sec.gov/Archives/edgar/data/1121788/000114420410035282/v188974_ex10-2.htm)*] |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)] | | [Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on June 7, 2019 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 10, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)*] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)*] |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)] | | [Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 7, 2019 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 10, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)*] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)*] |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1121788/000114420407023293/v073963_ex10-1.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.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 Swiss grantees] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] 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).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)*] |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-Swiss and non-Canadian 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, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)*] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)*] |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1121788/000130817913000235/lgarmin_def14a.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm)] | | [Garmin Ltd. 2005 Equity Incentive [removed: Plan (as Amended] [added: Plan, as amended] and [removed: Restated Effective June 7, 2013)] [added: restated on October 21, 2016] (incorporated by reference to [removed: Schedule 1] [added: Exhibit 10.2] of the Registrant’s [removed: Proxy Statement] [added: Quarterly Report] on [removed: Schedule 14A] [added: Form 10-Q] filed on [removed: April 22, 2013).](http://www.sec.gov/Archives/edgar/data/1121788/000130817913000235/lgarmin_def14a.htm)*] [added: October 26, 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm)*] |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)] [added: [10.9](https://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 [removed: Swiss] [added: Canadian] grantees (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)*] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm)*] |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)] [added: [10.6](https://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, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)*] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)*] |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)] | | [Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019 (incorporated by reference to Exhibit 10.63 of the Registrant’s Annual Report on Form 10-K filed on February 20, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)*] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)*] |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019 (incorporated by reference to Exhibit 10.64 of the Registrant’s Annual Report on Form 10-K filed on February 20, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)*] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)*] |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm)] [added: [10.11](https://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 [removed: Canadian] [added: awards of performance-based and time-based vesting restricted stock unit awards to Swiss] grantees [added: who are executive officers] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.8] of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-6.htm)*] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)*] |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm)] [added: [10.10](https://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, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm)*] [added: 2014).](https://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm)*] |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)] [added: [10.13](https://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 [added: not] executive officers (incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)*] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)*] |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-Swiss and non-Canadian grantees who are executive officers (incorporated by reference to Exhibit 10.61 of the Registrant’s Annual Report on Form 10-K filed on February 21, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)*] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)*] |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)] [added: [10.16](https://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 [removed: Swiss] [added: Canadian] grantees who are not executive officers (incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)*] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm)*] |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.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 10.1 of the Registrant’s Current Report on Form 8-K filed on February 26, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-4.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_garmin.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 10.4 of the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: October] [added: February] 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-4.htm)*] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_garmin.htm)] |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-5_garmin.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 [removed: Canadian] [added: non-Swiss and non-Canadian] grantees who are not executive officers (incorporated by reference to Exhibit [removed: 10.10] [added: 10.5] of the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: October] [added: February] 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm)*] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-5_garmin.htm)] |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.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 grantees who are executive officers (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on February 26, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm)] |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.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 10.3 of the Registrant’s Current Report on Form 8-K filed on February 26, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm)] |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex211_7.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex21_1.htm)] | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex211_7.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex21_1.htm)] |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex231_9.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex23_1.htm)] | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex231_9.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex23_1.htm)] |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex311_11.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_1.htm)] | | [Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex311_11.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_1.htm)] |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex312_10.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_2.htm)] | | [Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex312_10.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_2.htm)] |