Garmin (GRMN) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-25 one, compared heading by heading and sentence by sentence.
Item 1A44 rewritten5 added17 removed300 unchanged
All filing items666 rewritten224 added299 removed1,546 unchanged
Summary
counted, not written
- Item 1A lists 36 risk factor headings: 1 new, 3 reworded and 32 unchanged since FY2021. 3 headings from FY2021 no longer appear.
- Sentence by sentence, 224 added, 299 removed, 666 rewritten and 1,546 unchanged across 15 items that differ.
New Item 1A headings (1)
- Our products and services may be affected by design and manufacturing defects that could materially adversely affect our business, financial condition, and results of operations.
Removed Item 1A headings (3)
- We may become subject to significant product liability costs.
- The long-term effects of the United Kingdom’s withdrawal from the European Union (“Brexit”) are not yet known and the uncertainty creates challenges and risks which could have a material effect on our business and results of operations.
- Declines in consumer auto profits could negatively impact the carrying value of the goodwill associated with the reporting unit.
Reworded Item 1A headings (3)
- We [added: have made and] expect to
[removed: make][added: continue making] significant investments in the auto OEM operating[removed: segment for the foreseeable future,][added: segment,] which[removed: would][added: will] continue to negatively impact total Company profits and may negatively impact shareholder value if the operating segment fails to become profitable. - Our business
[removed: may][added: would] suffer if we are not able to hire and retain sufficient qualified personnel or if we lose our key personnel. - Natural disasters, catastrophic events, or climate change [added: and associated requirements and pressures] could affect our financial results.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
44 rewritten, 5 added, 17 removed, 300 unchanged
The markets for many of our products [added: and services] are highly competitive, and we expect competition to increase in the future.
These competitors may be able to [added: replicate certain features offered by our products and services or] respond more rapidly to [removed: new or] emerging technologies or changes in customer requirements.
Widespread public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic, have had, and [removed: will likely] [added: could] continue to have, significant impacts on our business.
The COVID-19 pandemic continues to [removed: rapidly] evolve, creating disruption and uncertainty around the world, which has resulted in, and we expect will continue to result in, a change in overall demand for certain of our products and other operational impacts.
Demand for certain of our products has been, and may continue to be, affected in several ways [removed: during the COVID-19 pandemic.][added: by COVID-19, or any future pandemic, epidemic or outbreak of any other highly infectious disease.]
Some consumers [added: and OEM customers] have been and may continue to be less able or less likely to purchase certain of our products due to economic hardships, governmental restrictions affecting them and the retail outlets that sell our products, voluntary behavior changes associated with public health guidance, the prioritization of other goods and services by online retailers that sell our products, restrictions on the ability of online retailers to ship products to certain areas, the cancellation of trade shows and other events that are otherwise important in the marketing and sale of our products, and the potential failure and closure of retail outlets and online retailers that sell our products.
[removed: It is not yet known whether certain of these behaviors and demand will persist, and there has been a decline in the] [added: While we experienced increased] demand for certain of [removed: these] [added: our] products [added: in prior periods during the COVID-19 pandemic, there has been] and may [added: continue to] be a decline in demand for [removed: others] [added: certain of our products] as people return to pre-pandemic lifestyles.
Additional risks and impacts including gross margin fluctuation, foreign currency fluctuations, product development challenges, impacts to our key personnel, and dependencies on third party suppliers, may be heightened as a result of [removed: the COVID-19 pandemic and evolving variants] [added: COVID-19, or any future pandemic, epidemic or outbreak] of [removed: the virus that causes COVID-19.][added: any other highly infectious disease.]
There are further unknown risks and impacts due to the uncertainty and rapidly evolving nature of [removed: the] [added: a] pandemic including, but not limited to, uncertainty around the evolution of the pandemic, the unprecedented imposition of preventative measures by governments that impact the economy and normal operations of a business and the timing and manner of relaxation of those measures.
We have experienced [added: periods of] annual growth in sales and profits in our outdoor and fitness segments, which have benefited from increased sales of wearable devices.
We [added: have made and] expect to [removed: make] [added: continue making] significant investments in the auto OEM operating [removed: segment for the foreseeable future,] [added: segment,] which [removed: would] [added: will] continue to negatively impact total Company profits and may negatively impact shareholder value if the operating segment fails to become profitable.
To fulfill the associated program commitments, we [removed: are investing] [added: have invested] significantly in facilities, research and development, and other operating expenses and expect to continue doing [removed: so in the coming years.][added: so.]
[removed: Gross] [added: Operating] margins associated with these auto OEM programs will negatively impact consolidated [removed: gross] [added: operating] margin as auto OEM revenue increases as a percentage of consolidated revenue.
If we are not successful in winning additional contracts and substantially leveraging our [added: past and future] investments, operating losses in the auto OEM segment will continue to negatively impact total Company profits and may negatively impact shareholder value.
However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems, and the nature of other potential incidents [removed: changes] [added: change] frequently and may be difficult to detect for long periods of time, our detection and response measures may be ineffective or inadequate.
Our business [removed: may] [added: would] suffer if we are not able to hire and retain sufficient qualified personnel or if we lose our key personnel.
The overall shortage in qualified workforce personnel combined with the increased willingness of companies to hire such personnel in fully remote positions [removed: has,] [added: has increased,] and in the future may [removed: continue,] [added: continue] to increase our compensation costs in order for us to retain such personnel.
Swiss law prohibits us from paying [added: certain] severance payments to our senior executive officers, which may impair our ability to recruit for these positions.
Deterioration of relations between Taiwan and the People’s Republic of China, also referred to as the PRC, and other factors affecting the political or economic conditions of Taiwan in the future, could cause disruption to our manufacturing operations [added: and suppliers based in Taiwan] which could materially adversely affect our business, financial condition and results of operations and the market price and the liquidity of our shares.
In this scenario, Garmin’s manufacturing facilities [added: and suppliers based] in Taiwan could be subject to disruptions that could have a material negative impact to our operations.
However, we are unable to predict the outcome of the final advanced pricing agreement and related negotiations, which could [removed: materially and/or adversely] [added: have a material adverse] impact [added: on] our income tax provision, net income [removed: or] [added: and] cash flows for periods during negotiation and upon finalization.
The passage of a minimum tax may result in an increase in the tax paid by the Company which could [removed: materially and/or adversely] [added: have a material adverse] impact [added: on] our income tax provision and financial statements.
The movement of foreign currencies relative to the U.S. Dollar affects the U.S. Dollar value of [removed: the Company’s] [added: our] foreign currency-denominated sales.
The weakening of foreign currencies relative to the U.S. Dollar [removed: could] [added: has had and may continue to] have a significant [added: adverse] effect on our revenue, gross margin, and profitability, or may cause [removed: the Company] [added: us] to raise international pricing, which [removed: could potentially] [added: has reduced and may continue to] reduce demand for [added: certain of] our products.
Conversely, a strengthening of certain foreign currencies relative to the U.S. Dollar [removed: could] [added: would] increase product costs and operating expenses denominated in those currencies, [removed: thus] [added: which could materially] adversely [removed: affecting gross margins and] [added: affect] profitability.
[removed: However, the] [added: The] demand for our products depends on many factors and may be difficult to [removed: forecast.][added: forecast due to our increasingly diverse product portfolio, intensifying competition in the markets for our products, and the maturing of markets for some of our products.]
Significant unanticipated fluctuations in demand [added: have caused and] could [added: in the future] cause the following [removed: problems in] [added: challenges to] our operations:
Third parties [added: have claimed and] may [added: in the future] claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights.
For example, individuals and groups [added: have purchased and] may [added: in future] purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers.
Litigation concerning patents or other intellectual property is costly and time [removed: consuming.][added: consuming and at the present time cost-effective insurance is not available.]
If our products malfunction or contain errors or defects, we could [added: also] be subject to significant liability for personal injury and property damage and, under certain circumstances, could be subject to a judgment for punitive damages.
However, there can be no assurance that such insurance would be sufficient to cover the cost of [added: litigation or] damages to others or that such insurance will continue to be available at commercially reasonable rates.
The [added: United States] Tax Cuts and Jobs Act (the “2017 Act”) signed on December 22, 2017 may have changed the consequences to U.S. shareholders that own, or are considered to own, as a result of the attribution rules, ten percent or more of the voting power or value of the stock of a non-U.S. corporation (a 10% U.S. shareholder) under the U.S. federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”).
Natural disasters, catastrophic events, or climate change [added: and associated requirements and pressures] could affect our financial results.
These events could also have an impact on our suppliers and affect our supply [removed: chain.][added: chain or our customers and affect the demand for our products.]
Climate change can also pose a risk to our business due to [removed: evolving] [added: related] regulatory and legislative [removed: measures surrounding climate change.][added: measures, requirements of our OEM customers or other strategic partners, and evolving societal pressures, including pressures to reduce the carbon footprint of aviation.]
If climate change has impacts on natural [removed: disasters or] [added: disasters,] the regulatory [removed: environment] [added: environment, or societal pressures] as discussed above, it could result in a change in demand for certain products in markets that we serve, including auto, aviation, and marine.
See Note [removed: 2] [added: 1] in the Notes to the Consolidated Financial Statements for more information on concentration of credit risk.
[removed: While many of the original satellites deployed by the U.S. have been in operation for more than 20 years, the] [added: The] U.S. Space Force and Missile Systems Center continue to launch new satellites to replace retired and aged satellites.
Furthermore, as GPS satellites and ground control [removed: segments] [added: segment facilities] are being modernized, software updates can cause problems.
However, we have recently experienced declines in sales and profits in our fitness segment.
Our products and services may be affected by design and manufacturing defects that could materially adversely affect our business, financial condition, and results of operations.
Our products and services, or those of our OEM customers in which our products are installed, could be affected by design and manufacturing defects.
There can be no assurance we will be able to detect and fix all issues and defects in our products and services, and may have limited ability to respond to those impacting our OEM customers.
Failure to do so can result in recalls, product replacements or modifications, reputational harm, and significant warranty and other expenses, which could have a material adverse impact on our business, financial condition and results of operations.
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.
We have incurred and may continue to incur increased costs as we provide additional benefits to assist our employees during the COVID-19 pandemic and provide a safe and healthy workplace for employees who continue to work in our facilities.
We have generally been able to increase or decrease production to meet fluctuations in demand.
We expect that it will become more difficult to forecast demand as we introduce and support a diverse product portfolio, competition in the market for our products intensifies and the markets for some of our products mature.
We may become subject to significant product liability costs.
The long-term effects of the United Kingdom’s withdrawal from the European Union (“Brexit”) are not yet known and the uncertainty creates challenges and risks which could have a material effect on our business and results of operations.
The United Kingdom (U.K.) formally left the European Union (E.U.) on January 31, 2020.
As a result, the U.K. is no longer part of the European Single Market and European Union Customs Union effective January 1, 2021.
The E.U.-U.K. Trade and Cooperation Agreement (TCA) became effective on May 1, 2021.
Under the TCA, there is no longer free movement of goods or people between the U.K. and the E.U., which has resulted and could continue to result in certain delays in the shipment of goods from the U.K. to the E.U. The long-term risks of Brexit include economic recessions in the U.K. or other European markets and currency instability for both the British Pound Sterling and the Euro.
We have operations in the U.K., including offices and a distribution facility, and in several E.U. member states.
Brexit therefore has impacted and will continue to impact our operations.
While these impacts have not yet been material to our business operations, results of operations, and financial condition, risks such as slow or inefficient border clearance, prolonged economic recession, and currency fluctuations could have material adverse effects in the future.
Declines in consumer auto profits could negatively impact the carrying value of the goodwill associated with the reporting unit.
Revenue and profits of the consumer auto reporting unit declined for a number of years through fiscal 2020, as competing technologies emerged and market saturation occurred for certain key products.
Revenue and profit of the consumer auto reporting unit has since increased, but some uncertainty remains regarding the long-term growth and profitability of the reporting unit.
There is no assurance that we can continue to generate profits from the consumer auto segment, and in the future some or all of the goodwill associated with the consumer auto reporting unit could be at risk of impairment.
An excerpt. Shown here: 40 of 44 rewritten, all 5 added and all 17 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
117 rewritten, 58 added, 109 removed, 139 unchanged
This section provides discussion and a year-to-year comparison for the fiscal years ended December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020.][added: 25, 2021.]
Discussion regarding our results of operations for the fiscal year ended December [removed: 28, 2019] [added: 26, 2020] and a year-to-year comparison between the fiscal years ended December [removed: 26, 2020] [added: 25, 2021] and December [removed: 28, 2019] [added: 26, 2020] can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December [removed: 26, 2020.][added: 25, 2021.]
Readers can identify these forward-looking statements by their use of such verbs as “expects,” “anticipates,” [removed: “believes”] [added: “believes”,] or similar verbs or conjugations of such verbs.
Fiscal [added: year 2022 contained 53 weeks and fiscal] years [removed: 2021, 2020] [added: 2021] and [removed: 2019] [added: 2020] contained 52 weeks.
Unless the context otherwise requires, references in this document to [removed: "we," "us,"] [added: "we", "us",] "our" and similar terms refer to Garmin Ltd. and its subsidiaries.
[removed: We are] [added: During 2022, 2021, and 2020, Garmin was] organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM.
The fitness, outdoor, aviation, and marine operating segments [removed: represent] [added: represented] reportable [removed: segments.][added: segments during 2022, 2021, and 2020.]
The consumer auto and auto OEM operating segments, which serve the auto market, [removed: do] [added: did] not meet the quantitative thresholds to separately qualify as reportable segments, and they are therefore reported together in an “all other” category captioned as auto.
[removed: Our] [added: Additionally, while our] global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations, and logistics [removed: constraints.][added: constraints, these factors have been further amplified by the current environment, including Russia’s invasion of Ukraine and the lingering impacts of the COVID-19 pandemic.]
Refer to Note [removed: 2] [added: 1] in the Notes to the Consolidated Financial Statements for our significant accounting policies related to our critical accounting estimates.
Each of the Company’s operating segments [removed: (fitness, outdoor, aviation, marine, consumer auto, and auto OEM) represents] [added: represent] a distinct reporting unit.
Our net sales are primarily generated through sales to our retail partners, dealer and distributor network, [removed: our own webshop,] [added: installation] and [removed: to] [added: repair shops,] original equipment manufacturers [removed: (OEMs).][added: (OEMs), our online webshop (garmin.com), subscriptions for connected services, and our own retail stores.]
Refer to the Revenue Recognition discussion in Note [removed: 2] [added: 1] of the Notes to Consolidated Financial Statements.
[removed: Cost of Sales/Gross Profit][added: | Gross profit | | | 58 | % | | | 58 | % | | | 59 | % |]
Our [added: consolidated] gross [added: margin, representing gross] profit [added: as a percentage of net sales,] is dependent on segment mix, and to a lesser extent, product mix within each segment.
[removed: Selling, General] [added: | Selling, general] and [removed: Administrative Expenses][added: administrative | | | 16 | % | | | 14 | % | | | 15 | % |]
[removed: Income Taxes][added: | Income before income taxes | | | 22 | % | | | 24 | % | | | 26 | % |]
| | | [removed: 52-Weeks] [added: 53-Weeks] Ended | | | | 52-Weeks Ended | | | | 52-Weeks Ended | | |
| | | December [removed: 25, 2021] [added: 31, 2022] | | | | December [removed: 26, 2020] [added: 25, 2021] | | | | December [removed: 28, 2019] [added: 26, 2020] | | |
| Cost of goods sold | | | 42 | % | | | [removed: 41] [added: 42] | % | | | 41 | % |
| Advertising | | | 3 | % | | | [removed: 4] [added: 3] | % | | | 4 | % |
| Research and development | | | 17 | % | | | [removed: 17] [added: 16] | % | | | 16 | % |
| Total operating expenses | | | [removed: 34] [added: 37] | % | | | 34 | % | | | 34 | % |
| Operating income | | | [removed: 24] [added: 21] | % | | | [removed: 25] [added: 24] | % | | | 25 | % |
| Other income (expense), net | | [removed: —%] | [added: 1] | [added: %] | | [added: —%] | [removed: 1] | [removed: %] | | | 1 | % |
| [removed: Income before] [added: Provision for] income taxes | | | [removed: 24] [added: 2] | % | | | [removed: 26] [added: 3] | % | | | [removed: 26] [added: 2] | % |
| Net income | | | [removed: 22] [added: 20] | % | | | [removed: 24] [added: 22] | % | | | [removed: 25] [added: 24] | % |
| [removed: 52-Weeks] [added: 53-Weeks] Ended December [removed: 28, 2019] [added: 31, 2022] | | Fitness | | | | Outdoor | | | | Aviation | | | | Marine | | | | Total Auto | | | | Consumer Auto | | | | Auto OEM | | |
| Net Sales | | [removed: 52-Weeks] [added: 53-Weeks] Ended December [removed: 25, 2021] [added: 31, 2022] | | | | Year-over-Year Change | | | | 52-Weeks Ended December [removed: 26, 2020] [added: 25, 2021] | | | | Year-over-Year Change | | | | 52-Weeks Ended December [removed: 28, 2019] [added: 26, 2020] | | |
| Fitness | | $ | [removed: 1,533,788] [added: 1,109,419] | | | | [removed: 16] [added: (28] | [removed: %] [added: %)] | | $ | [removed: 1,317,498] [added: 1,533,788] | | | | [removed: 26] [added: 16] | % | | $ | [removed: 1,047,527] [added: 1,317,498] | |
| *Percentage of Total Net Sales* | | | [removed: 31] [added: 23] | % | | | | | | | 31 | % | | | | | | | [removed: 28] [added: 31] | % |
| Outdoor | | | [removed: 1,281,933] [added: 1,495,167] | | | | [removed: 14] [added: 17] | % | | | [removed: 1,128,081] [added: 1,281,933] | | | | [removed: 23] [added: 14] | % | | | [removed: 917,567] [added: 1,128,081] | |
| *Percentage of Total Net Sales* | | | [removed: 26] [added: 31] | % | | | | | | | [removed: 27] [added: 26] | % | | | | | | | [removed: 24] [added: 27] | % |
| Aviation | | | [removed: 712,468] [added: 792,799] | | | | [removed: 14] [added: 11] | % | | | [removed: 622,820] [added: 712,468] | | | | [removed: (15] [added: 14] | [removed: %)] [added: %] | | | [removed: 735,458] [added: 622,820] | |
| *Percentage of Total Net Sales* | | | [removed: 14] [added: 16] | % | | | | | | | [removed: 15] [added: 14] | % | | | | | | | [removed: 20] [added: 15] | % |
| Marine | | | [removed: 875,151] [added: 903,983] | | | | [removed: 33] [added: 3] | % | | | [removed: 657,848] [added: 875,151] | | | | [removed: 29] [added: 33] | % | | | [removed: 508,850] [added: 657,848] | |
| *Percentage of Total Net Sales* | | | [removed: 17] [added: 19] | % | | | | | | | [removed: 16] [added: 17] | % | | | | | | | [removed: 13] [added: 16] | % |
| Auto | | | [removed: 579,455] [added: 558,918] | | | | [removed: 26] [added: (4] | [removed: %] [added: %)] | | | [removed: 460,326] [added: 579,455] | | | | [removed: (16] [added: 26] | [removed: %)] [added: %] | | | [removed: 548,103] [added: 460,326] | |
| *Percentage of Total Net Sales* | | | [removed: 12] [added: 11] | % | | | | | | | [removed: 11] [added: 12] | % | | | | | | | [removed: 15] [added: 11] | % |
| Consumer Auto | | | [removed: 324,731] [added: 275,108] | | | | [removed: 18] [added: (15] | [removed: %] [added: %)] | | | [removed: 275,493] [added: 324,731] | | | | [removed: (25] [added: 18] | [removed: %)] [added: %] | | | [removed: 365,511] [added: 275,493] | |
A number of headwinds including high inflation, rising interest rates, and the strengthening of the U.S. Dollar relative to other major currencies affected the economic environment and consumer behaviors in 2022.
We expect certain of these challenges to persist into 2023.
While Russia’s invasion of Ukraine has not had a material direct impact on our business, and our related direct exposure is limited, the nature and degree of the effects of that conflict, as well as the other effects of the current business environment over time remain uncertain.
Cost of Goods Sold and Gross Profit
In the first quarter of fiscal 2022 the Company refined the methodology used in classifying certain indirect costs as research and development expense, which we believe provides a more meaningful representation of costs incurred to support research and development activities.
Additionally, in the first quarter of fiscal 2022 the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company’s CODM with a more meaningful representation of segment profit or loss.
The Company’s composition of operating segments and reportable segments did not change at that time.
These changes in classification and allocation had no effect on the Company’s consolidated operating or net income.
The amounts presented below for selling, general, and administrative expense, research and development expense, segment operating expense, and segment operating income for the 52-week periods ended December 25, 2021 and December 26, 2020 have been recast to conform with the current period presentation.
| Net sales | | $ | 1,109,419 | | | $ | 1,495,167 | | | $ | 792,799 | | | $ | 903,983 | | | $ | 558,918 | | | $ | 275,108 | | | $ | 283,810 | |
| Cost of goods sold | | | 557,002 | | | | 525,357 | | | | 219,736 | | | | 412,526 | | | | 338,890 | | | | 145,510 | | | | 193,380 | |
| Gross profit | | | 552,417 | | | | 969,810 | | | | 573,063 | | | | 491,457 | | | | 220,028 | | | | 129,598 | | | | 90,430 | |
| Total operating expenses | | | 447,679 | | | | 413,362 | | | | 359,877 | | | | 276,153 | | | | 281,859 | | | | 112,765 | | | | 169,094 | |
| Operating income (loss) | | $ | 104,738 | | | $ | 556,448 | | | $ | 213,186 | | | $ | 215,304 | | | $ | (61,831 | ) | | $ | 16,833 | | | $ | (78,664 | ) |
| Total operating expenses | | | 454,124 | | | | 358,715 | | | | 326,633 | | | | 245,529 | | | | 286,838 | | | | 105,478 | | | | 181,360 | |
| Operating income (loss) | | $ | 359,201 | | | $ | 476,122 | | | $ | 193,188 | | | $ | 249,781 | | | $ | (59,672 | ) | | $ | 48,347 | | | $ | (108,019 | ) |
| Total operating expenses | | | 392,256 | | | | 301,580 | | | | 306,400 | | | | 207,266 | | | | 219,594 | | | | 94,831 | | | | 124,763 | |
| Operating income (loss) | | $ | 305,283 | | | $ | 438,197 | | | $ | 146,608 | | | $ | 177,184 | | | $ | (13,032 | ) | | $ | 45,033 | | | $ | (58,065 | ) |
Net sales decreased 2% in fiscal year 2022 when compared to the year-ago period primarily due to the strengthening of the U.S. Dollar relative to other major currencies.
Aviation revenue increased due to contributions from both aftermarket and OEM categories.
Fitness revenue decreased due to declines across all product categories.
Auto revenue decreased as a sales decline in our consumer auto products more than offset the growth from auto OEM program model launches.
Consolidated gross margin was relatively flat when compared to the year-ago period.
The fitness gross margin decrease of 320 basis points was primarily due to a stronger U.S. Dollar relative to other major currencies in fiscal 2022 when compared to fiscal 2021.
The marine gross margin decrease of 220 basis points was primarily due to sales mix.
Operating Expense
| Advertising Expense | | $ | 168,040 | | | | (2 | %) | | $ | 171,829 | | | | 14 | % | | $ | 151,166 | |
| Selling, general, and administrative expenses | | | 775,963 | | | | 8 | % | | | 721,260 | | | | 16 | % | | | 623,588 | |
| Total | | $ | 1,778,930 | | | | 6 | % | | $ | 1,671,839 | | | | 17 | % | | $ | 1,427,096 | |
Total operating expense as a percent of revenue increased 310 basis points due to an increase of 6% in absolute dollars in fiscal year 2022 compared to fiscal year 2021, while revenue declined, as discussed above.
Advertising expense as a percent of revenue was relatively flat and decreased 2% in absolute dollars when compared to the prior year.
| Fitness | | $ | 104,738 | | | | (71 | %) | | $ | 359,201 | | | | 18 | % | | $ | 305,283 | |
| Outdoor | | | 556,448 | | | | 17 | % | | | 476,122 | | | | 9 | % | | | 438,197 | |
| Aviation | | | 213,186 | | | | 10 | % | | | 193,188 | | | | 32 | % | | | 146,608 | |
| Marine | | | 215,304 | | | | (14 | %) | | | 249,781 | | | | 41 | % | | | 177,184 | |
| Auto | | | (61,831 | ) | | | 4 | % | | | (59,672 | ) | | | 358 | % | | | (13,032 | ) |
| Consumer Auto | | | 16,833 | | | | (65 | %) | | | 48,347 | | | | 7 | % | | | 45,033 | |
| Auto OEM | | | (78,664 | ) | | | (27 | %) | | | (108,019 | ) | | | 86 | % | | | (58,065 | ) |
The decrease as a percent of revenue was primarily due to higher operating expenses, while net sales declined, as described above.
Decreases in operating income in fitness, marine, and consumer auto were partially offset by improved performance in outdoor, aviation and auto OEM.
The operating segments offer products through our network of subsidiary distributors and independent dealers and distributors, our own webshop, as well as through various aviation, marine, and auto OEMs.
Each of the operating segments is managed separately.
The COVID-19 pandemic has created disruption and uncertainty in the global economy and has affected our business, suppliers, and customers.
The pandemic had an unfavorable impact on net sales and profitability of our aviation and auto segments during 2020.
However, aviation net sales and profitability trended positively during 2021, while auto net sales have also rebounded.
We believe net sales and profitability of our fitness, outdoor, and marine segments benefited from a shift in consumer behavior and demand toward the products these segments offer.
While these trends generally continued during 2021, certain consumer behaviors have shifted and others may shift as people return to pre-pandemic lifestyles.
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.
We have experienced a relatively low effective income tax rate due to the proportion of our income generated by entities in tax jurisdictions with relatively low statutory rates.
| Gross profit | | | 58 | % | | | 59 | % | | | 59 | % |
| Selling, general and administrative | | | 13 | % | | | 14 | % | | | 14 | % |
| Provision for income taxes | | | 3 | % | | | 2 | % | | | 1 | % |
| 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 | ) |
| Advertising expense | | | 66,157 | | | | 49,957 | | | | 2,921 | | | | 21,549 | | | | 10,582 | | | | 10,387 | | | | 195 | |
| Selling, general and administrative expenses | | | 190,109 | | | | 143,714 | | | | 76,504 | | | | 94,376 | | | | 65,542 | | | | 40,094 | | | | 25,448 | |
| Research and development expense | | | 122,389 | | | | 105,021 | | | | 236,380 | | | | 92,801 | | | | 149,094 | | | | 47,919 | | | | 101,175 | |
| Total operating expenses | | | 378,655 | | | | 298,692 | | | | 315,805 | | | | 208,726 | | | | 225,218 | | | | 98,400 | | | | 126,818 | |
| Operating income (loss) | | $ | 318,884 | | | $ | 441,085 | | | $ | 137,203 | | | $ | 175,724 | | | $ | (18,656 | ) | | $ | 41,464 | | | $ | (60,120 | ) |
| Net sales | | $ | 1,047,527 | | | $ | 917,567 | | | $ | 735,458 | | | $ | 508,850 | | | $ | 548,103 | | | $ | 365,511 | | | $ | 182,592 | |
| Cost of goods sold | | | 514,923 | | | | 319,124 | | | | 192,073 | | | | 205,901 | | | | 291,508 | | | | 193,293 | | | | 98,215 | |
| Gross profit | | | 532,604 | | | | 598,443 | | | | 543,385 | | | | 302,949 | | | | 256,595 | | | | 172,218 | | | | 84,377 | |
| Advertising expense | | | 71,772 | | | | 52,171 | | | | 5,667 | | | | 20,411 | | | | 14,435 | | | | 14,174 | | | | 261 | |
| Selling, general and administrative expenses | | | 159,793 | | | | 124,650 | | | | 65,663 | | | | 90,352 | | | | 78,110 | | | | 53,444 | | | | 24,666 | |
| Research and development expense | | | 109,181 | | | | 87,581 | | | | 219,112 | | | | 82,310 | | | | 107,182 | | | | 41,301 | | | | 65,881 | |
| Total operating expenses | | | 340,746 | | | | 264,402 | | | | 290,442 | | | | 193,073 | | | | 199,727 | | | | 108,919 | | | | 90,808 | |
| Operating income (loss) | | $ | 191,858 | | | $ | 334,041 | | | $ | 252,943 | | | $ | 109,876 | | | $ | 56,868 | | | $ | 63,299 | | | $ | (6,431 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Net sales increased 19% in fiscal year 2021 when compared to the year-ago period.
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.
The aviation revenue increase was primarily driven by growth in OEM.
Auto revenue increased primarily due to sales growth in auto OEM programs and consumer auto specialty product categories.
Consolidated gross margin decreased 130 basis points when compared to the year-ago period, primarily due to higher freight costs.
Higher freight costs in the fitness and outdoor segments were mostly offset by favorable product mix, while the marine and consumer auto gross margin decreases of 180 basis points and 340 basis points, respectively, were primarily attributable to higher freight costs.
An excerpt. Shown here: 40 of 117 rewritten, 40 of 58 added and 40 of 109 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
11 rewritten, 2 added, 3 removed, 23 unchanged
We have experienced significant [removed: foreign currency gains and losses] [added: impacts to our financial results] due to the strengthening and weakening of the U.S. [removed: dollar.][added: Dollar.]
The Company has not historically hedged its foreign currency exchange rate [removed: risks.][added: risks with financial instruments.]
The Company translates all assets and liabilities at year‐end exchange rates and income and expense accounts at [removed: average] rates [added: prevailing] during the year.
During fiscal year [removed: 2021,] [added: 2022,] the Company incurred a net foreign currency loss of [removed: $45.3] [added: $11.3] million.
The U.S. Dollar strengthened against the [removed: Euro,] [added: Australian Dollar,] Polish Zloty, [added: Chinese Yuan, Euro,] Japanese Yen, [removed: Swiss Franc,] and [removed: Australian Dollar, while] [added: British Pound Sterling, partially offset by] the U.S. Dollar [removed: weakened] [added: strengthening] against the Taiwan Dollar.
The remaining net currency loss of [removed: $5.0] [added: $7.9] million was related to the impacts of other currencies, each of which was individually immaterial.
These and other currency moves during fiscal year [removed: 2021] [added: 2022] also resulted in a currency translation adjustment of [removed: $39.5] [added: $149.4] million within accumulated other comprehensive [removed: income.][added: income (loss).]
Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as of December [added: 31, 2022 and December] 25, 2021, hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro, Polish Zloty, Japanese Yen, Swiss Franc, and Australian Dollar would have resulted in an adverse impact on income before income taxes of approximately [added: $81 million and] $68 [removed: million.][added: million, respectively.]
We have no outstanding long-term debt as of December [removed: 25, 2021.][added: 31, 2022.]
As of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] the Company had not recognized an allowance for credit losses on any securities in an unrealized loss position.
Based on balance sheet positions as of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] the hypothetical and reasonably possible 100 basis point increases in interest rates across all securities would have resulted in declines in portfolio fair market value of approximately [removed: $40] [added: $31] million and [removed: $34] [added: $40] million at December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] respectively.
During fiscal 2022, the U.S. Dollar strengthened 6.4% against the Australian Dollar, 7.1% against the Polish Zloty, 8.5% against the Chinese Yuan, 5.4% against the Euro, 12.7% against the Japanese Yen, and 9.6% against the British Pound Sterling, resulting in losses of $8.9 million, $6.0 million, $5.8 million, $5.1 million, $3.7 million, and $1.9 million, respectively, partially offset by the U.S. Dollar strengthening 9.7% against the Taiwan Dollar, resulting in a gain of $28.0 million.
The primary objectives of the Company’s investment policy are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk.
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 26, 2020, hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro, and British Pound Sterling would have resulted in an adverse impact on income before income taxes of approximately $84 million.
The Company’s investment policy targets low risk investments with the objective of minimizing the potential risk of principal loss.
Item 1. Business
43 rewritten, 8 added, 3 removed, 183 unchanged
[removed: Garmin serves five primary markets, fitness, outdoor, aviation, marine, and auto, and we] [added: 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: 251] [added: 266] million products, which included more than [removed: 16] [added: 15] million products delivered during fiscal [removed: 2021.][added: 2022.]
Depending on the model, features include wrist-based heart rate monitoring, wrist-based pulse oximeter, music storage capabilities, mapping capabilities, LTE Connectivity, [added: solar charging,] and Garmin Pay™ contactless payment.
*Cycling Products:* Garmin cycling products include cycling [removed: computers,] [added: computers (with solar charging on the latest models),] power meters, bike radars, [added: cameras,] and smart lights.
The activity tracking and smartwatch devices offered by Garmin are the vívomove® series, vívoactive® series, vívosmart® series, vívofit® series, Venu® series, [added: Lily® series,] and [removed: Lily™] [added: Bounce™] series.
Features of the activity tracking and smartwatch devices, depending on the series and model, include Garmin Pay, music storage capabilities, [added: LTE connectivity,] and 24/7 health monitoring.
*Fitness and Cycling Accessories:* Garmin offers a wide range of fitness and cycling accessories including chest strap heart rate monitors, [added: blood pressure monitors,] cycling speed and cadence sensors, and smart scales.
*Adventure Watches:* Garmin adventure watches include the fēnix® series, [added: Epix™ series,] Instinct® series, tactix® series, the Enduro™ series, the Descent™ series, and the MARQ® collection.
The fēnix [added: and Epix] series [removed: offers] [added: offer] premium multisport smartwatches with features such as wrist-based biometrics, music storage capabilities, preloaded full-color purpose-built adventure mapping of topography, ski resorts, and golf courses, [added: as well as] Garmin [removed: Pay™, and solar charging, depending on model.][added: Pay™.]
The Instinct series offers a rugged and reliable outdoor GPS smartwatch with built-in sports apps, heart rate sensor, smart connectivity, wellness data, [added: as well as analog movement] and solar charging, depending on model.
The tactix series provides preloaded full-color topographical maps and tactical-inspired [removed: features.][added: features, and solar charging, depending on model.]
The [removed: Enduro™] [added: Enduro] series offers [removed: a Power Glass™] [added: additional battery and] solar charging [removed: lens that extends] [added: enhancements to extend] battery [removed: life and] [added: life, along with] advanced training features [added: and competition modes] for extreme endurance athletes.
The Descent series are watch style dive computers that offer divers GPS navigation, multiple dive modes, support for up to six gasses, [removed: as well as] integrated air pressure [removed: monitoring.][added: monitoring, and solar charging, depending on model.]
Handhelds with inReach include global satellite technology which, when combined with an active service plan, offers 2-way text messaging, [added: weather forecasts, and] S.O.S. capabilities [removed: and weather forecasts] while anywhere in the world.
Over [removed: 42,000] [added: 43,000] preloaded worldwide golf courses are available to be utilized on certain Garmin [removed: golf] devices.
In addition to course maps, the Approach R10 portable launch monitor [removed: utilizes radar to provide] [added: provides] swing metrics including estimated carry and roll, club head speed, ball speed, smash factor, and swing tempo, as well as the ability to play a simulated round of any of our [removed: 42,000] [added: 43,000] worldwide mapped courses when paired with the Garmin Golf™ mobile app.
Avionics are sold directly into [added: aircraft] original equipment manufacturer (OEM) applications as well as through Garmin’s worldwide dealer network for retrofit installations on existing aircraft.
Our solutions are available for all aircraft categories and classes; from small piston and electric-powered general aviation aircraft, to large business jet aircraft, as well as a wide-ranging variety of helicopters serving critical public service [removed: and] [added: as well as] oil and gas missions, to name a few.
Garmin also provides innovative products and software-as-a-service solutions to other growth markets such as commercial air-carrier, military and defense, electric aircraft, and [added: the rapidly evolving] Advanced Air Mobility / [removed: eVTOL.][added: eVTOL space.]
By offering products such as Commercial Off-The-Shelf (COTS) and mission-optimized solutions to military and defense contractors/customers, and products tested and optimized for high duty cycle commercial aviation operations, Garmin is emerging as a strong competitor in these [removed: rapidly evolving] business [removed: spaces.][added: arenas.]
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 [removed: control, and enhanced integration with Volvo Penta and Yamaha propulsion systems.][added: control.]
*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, [removed: and] autopilot [removed: functions.][added: functions, and solar charging, depending on model.]
These Garmin SailAssist™ features include enhanced wind rose with true and apparent wind data, [added: POLAR tables,] pre-race guidance, synchronized race timer, virtual starting line, time to burn and lay line data fields.
These products are designed specifically for the marine or RV [removed: environments] [added: environments, offering premium sound quality] and [removed: support] [added: supporting] many connectivity options for integrating with MFDs, smartphones, and Garmin wearables.
*Offroad:* [removed: Overlander® and] Tread® [removed: are] [added: is a line of] rugged, all-terrain navigators with mapping specific for off-road [removed: guidance.][added: guidance for overlanding, off-roading, and Baja racing.]
Dash cams are offered as compact, standalone cameras that can be mounted to a car [removed: windshield.][added: windshield or are integrated into various navigators.]
These range from embedded [removed: computing models] [added: domain controllers] and infotainment [removed: systems] [added: units] that provide a broad range of functionality, to integrated [removed: camera solutions, embedded navigation solutions,] [added: cameras, in cabin monitoring] and [removed: precise positioning technology] [added: gaming] solutions.
Our products are sold through a [added: variety of indirect distribution channels, including a] large worldwide network of independent retailers, [removed: online retailers,] dealers, distributors, [removed: our own online webshop (garmin.com),] installation and repair shops, as well as [removed: through] original equipment manufacturers (OEMs).
Garmin believes that its principal competitors for fitness products are Amazon, Apple, Bryton, Coros, Elite, Fitbit (Google), Huawei, Polar, Samsung, [added: SRAM,] Suunto, Wahoo Fitness, Whoop, Xiaomi, [removed: and] Zepp [removed: Health.][added: Health, and Zwift.]
Garmin considers its principal avionics competitors to be Aspen Avionics, CMC Electronics, Dynon Avionics, ForeFlight, Genesys Aerosystems, Honeywell Aerospace & Defense, Innovative Solutions and Support Inc., [added: Jeppesen (Boeing),] L-3 Avionics Systems, Collins [removed: Aerospace,] [added: Aerospace (Raytheon),] Safran, Thales, and Universal Avionics Systems Corporation.
For marine products, Garmin believes that its principal competitors are Furuno, Johnson Outdoors, [removed: Navico,] [added: Navico (Brunswick),] and [removed: Raymarine.][added: Raymarine (Teledyne).]
Garmin believes that its principal competitors for auto OEM infotainment solutions are Alpine Electronics, Aptiv, Bosch, Continental, Harman [removed: International Industries, the Mitsubishi Group,] [added: (Samsung), Mitsubishi,] and [removed: Panasonic Corporation.][added: Panasonic.]
Garmin believes that its [removed: ownership and] operation of its own manufacturing facilities and distribution networks provides significant capability and flexibility to address the breadth and depth of resources necessary to serve its diverse products and markets.
Garmin has also implemented multiple health and safety management systems and achieved certification to the ISO 45001 standard for Health and Safety Management at facilities in the U.S., Taiwan, [added: Poland,] and China.
Sales of our [removed: consumer] [added: fitness and outdoor] products are generally higher in the fourth quarter due to increased demand during the holiday buying season, and, to a lesser extent, the second quarter due to increased demand during the spring and summer season.
Sales [removed: of consumer products] [added: in these segments] are also influenced by the timing of the release of new products.
As of January [removed: 4, 2022,] [added: 5, 2023,] Garmin has been issued over [removed: 1,700] [added: 1,800] patents throughout the world and holds more than [removed: 1,000] [added: 1,080] trademark registrations.
Garmin has implemented multiple environmental management systems and achieved certification to the ISO 14001 standard for Environmental Management at facilities in the U.S., U.K., Taiwan, [added: Poland,] and China.
As of December [removed: 25, 2021,] [added: 31, 2022,] the Company had approximately [removed: 18,700] [added: 19,700] full and part-time employees worldwide, of whom approximately [removed: 6,400] [added: 6,600] were in the Americas region, [removed: 9,700] [added: 10,500] were in APAC (Asia Pacific and Australian Continent), and 2,600 were in EMEA (Europe, the Middle East, and Africa).
The Company’s products are created by its engineering and development staff, which numbered approximately [removed: 5,300] [added: 5,500] people worldwide as of December [removed: 25, 2021.][added: 31, 2022.]
Garmin serves five primary markets: fitness, outdoor, aviation, marine, and auto.
The fēnix series also offers solar charging depending on model, while the Epix series features a vivid, always-on AMOLED display.
These S.O.S. capabilities are supported 24/7 by our professionally trained associates at Garmin Response, our global emergency response coordination center.
Garmin’s cartography features the patented Auto Guidance+™ routing technology.
The Garmin Dash Cam Live product also offers LTE connectivity, enabling anytime access to live view and videos saved to Garmin Vault cloud storage through the Garmin Drive™ mobile app.
We also sell our products and services directly through our online webshop (garmin.com), subscriptions for connected services, and our own retail stores.
During 2022, the Company’s net sales through its direct distribution channels accounted for greater than 10% of total net sales.
Sales of our marine and consumer auto products are generally higher in the second quarter.
Amazon.com, Inc. and its affiliates (Amazon), a customer of our fitness, outdoor, marine, and consumer auto segments, accounted for approximately 10% of our consolidated net sales in the fiscal year ended December 25, 2021.
No other customer accounted for 10% or more of Garmin’s consolidated net sales in fiscal 2021.
None of the Company’s customers accounted for 10% or more of consolidated net sales in the years ended December 26, 2020, and December 28, 2019.
An excerpt. Shown here: 40 of 43 rewritten, all 8 added and all 3 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 3 unchanged
The Company settled or resolved certain matters during the fiscal year ended December [removed: 25, 2021] [added: 31, 2022] that did not individually or in the aggregate have a material impact on the Company’s financial condition or results of operations.
Cover and table of contents
20 rewritten, 2 added, 0 removed, 91 unchanged
For the fiscal year ended December [removed: 25, 2021][added: 31, 2022]
[removed: GARMIN LTD.][added: GARMIN LTD.]
[removed: ][added: ]
Aggregate market value of the common shares held by non-affiliates of the registrant as of June [removed: 26, 2021] [added: 25, 2022] (based on the closing price of the registrant's common shares on the [removed: Nasdaq] [added: New York] Stock [removed: Market] [added: Exchange] for June [removed: 25, 2021)] [added: 24, 2022)] was approximately [removed: $21,920,000,000.][added: $15,461,000,000.]
Number of shares outstanding of the registrant’s common shares as of February [removed: 11, 2022:][added: 17, 2023:]
Registered Shares, CHF 0.10 par value – [removed: 192,787,080] [added: 191,359,482] (excluding treasury shares)
| Company's Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders which will be filed no later than 120 days after December [removed: 25, 2021.] [added: 31, 2022.] | Part III |
[removed: 2021] [added: 2022] Form 10-K Annual Report
| Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 13] [added: 14] |
| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 26] [added: 27] |
| Item 2. | [Properties](#item_2_properties) | [removed: 27] [added: 28] |
| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 28] [added: 29] |
| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosure) | [removed: 28] [added: 29] |
| [Information about our Executive Officers](#executive_ficers__registrant) | | [removed: 28] [added: 29] |
| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_companys_common_shares) | [removed: 30] [added: 31] |
| Item 6. | [\[Reserved\]](#item_6_selected_financial_data) | [removed: 31] [added: 32] |
| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 32] [added: 33] |
| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 41] [added: 42] |
| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 43] [added: 44] |
| | [Signatures](#signatures) | [removed: 87] [added: 86] |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Item 2. Properties
4 rewritten, 0 added, 0 removed, 24 unchanged
Garmin International, Inc. owns and occupies facilities of approximately 1,990,000 square feet on approximately 107 acres at 1200 East 151st Street, Olathe, Kansas, U.S. where the majority of product design and development work is conducted, the majority of aviation panel-mount products are manufactured, and products are [removed: warehoused, distributed,] [added: warehoused] and supported for North, Central and South America.
The 1,990,000 square feet includes a [removed: newly constructed] 775,000 square foot manufacturing and distribution center.
Upon the payment in full of the outstanding bonds, the City of Olathe is obligated to transfer title to Garmin’s subsidiaries for [removed: the aggregate sum of $200.][added: a nominal sum.]
These facilities are used for the manufacturing and warehousing of most of Garmin’s fitness, outdoor, marine, and [added: consumer] auto products, as well as portable aviation products.
Item 4. Mine Safety Disclosure
5 rewritten, 0 added, 0 removed, 26 unchanged
Pursuant to General Instruction G(3) of Form 10-K and instruction 3 to paragraph (b) of Item 401 of Regulation S-K, the following list is included as an unnumbered Item in Part I of this Annual Report on Form 10-K in lieu of being included in the Company’s Definitive Proxy Statement in connection with its annual meeting of shareholders scheduled for June [removed: 10, 2022.][added: 9, 2023.]
Kao, age [removed: 73,] [added: 74,] has served as Executive Chairman of Garmin Ltd. since January 2013 and was previously Chairman of Garmin Ltd. from August 2004 to December 2012 and Co-Chairman of Garmin Ltd. from August 2000 to August 2004.
Pemble, age [removed: 56,] [added: 57,] has served as a director of Garmin Ltd. since August 2004.
Boessen, age [removed: 59,] [added: 60,] has served as Chief Financial Officer and Treasurer of Garmin Ltd. since July 2014.
Etkind, age [removed: 66,] [added: 67,] has served as Vice President, General Counsel and Secretary of Garmin Ltd. since June 2009.
Item 5. Market for the Company’s Common Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities
4 rewritten, 20 added, 6 removed, 8 unchanged
As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 263] [added: 288] shareholders of record.
The graph below matches Garmin Ltd.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite [removed: Index, the NASDAQ 100 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 [removed: 31, 2016 (“12/16”)] [added: 30, 2017 (“12/30/17”)] to December 31, [removed: 2021(“12/21”).][added: 2022 (“12/31/22”).]
[removed: ][added: ]
Issuer Purchases of Equity Securities
Share repurchase activity during the 14-week period ended December 31, 2022, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | Total Number of Shares Purchased (1) | | | | Average Price Paid Per Share (2) | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program | | |
| September 25, 2022 - October 22, 2022 | | | 516 | | | $ | 81.61 | | | | 516 | | | $ | 144,161 | |
| October 23, 2022 - November 19, 2022 | | | 161 | | | $ | 88.18 | | | | 161 | | | $ | 129,992 | |
| November 20, 2022 - December 31, 2022 | | | 395 | | | $ | 92.30 | | | | 395 | | | $ | 93,477 | |
| Total | | | 1,072 | | | | | | | | 1,072 | | | | | |
(1) The Board of Directors approved a share repurchase program on April 22, 2022 (the "Program"), authorizing the Company to purchase up to $300 million of its common shares as determined by management at its discretion.
Share repurchases may be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion.
The Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time.
The share repurchase authorization expires on December 29, 2023.
See Note 8 in Part II, Item 8 of this Annual Report for additional information related to share repurchases.
(2) Average price paid per share includes costs associated with the repurchases.
| | | 12/30/17 | | | | 12/29/18 | | | | 12/28/19 | | | | 12/26/20 | | | | 12/25/21 | | | | 12/31/22 | | |
| Garmin Ltd. | | | 100.00 | | | | 108.96 | | | | 175.38 | | | | 219.47 | | | | 250.08 | | | | 176.81 | |
| NASDAQ Composite | | | 100.00 | | | | 97.16 | | | | 132.81 | | | | 192.47 | | | | 235.15 | | | | 158.65 | |
| S&P 500 | | | 100.00 | | | | 95.62 | | | | 125.72 | | | | 148.85 | | | | 191.58 | | | | 156.89 | |
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 | |
Item 8. Financial Statements and Supplementary Data
376 rewritten, 122 added, 127 removed, 553 unchanged
Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019][added: 26, 2020]
| [Report of Ernst & Young LLP, Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) (PCAOB ID: 42) | [removed: 44] [added: 45] |
| [Consolidated Balance Sheets at December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020](#consolidated_statements_balance_sheet)] [added: 25, 2021](#consolidated_statements_balance_sheet)] | [removed: 47] [added: 50] |
| [Consolidated Statements of Income for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#consolidated_statements_income)] [added: 26, 2020](#consolidated_statements_income)] | 48 |
| [Consolidated Statements of Comprehensive Income for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#consolidated_statements_comprehensive_in)] [added: 26, 2020](#consolidated_statements_comprehensive_in)] | 49 |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#consolidated_statements_stockholders_equ)] [added: 26, 2020](#consolidated_statements_stockholders_equ)] | [removed: 50] [added: 53] |
| [Consolidated Statements of Cash Flows for the Years Ended December [added: 31, 2022, December] 25, 2021, [removed: December 26, 2020,] and December [removed: 28, 2019](#consolidated_statements_cash_flows)] [added: 26, 2020](#consolidated_statements_cash_flows)] | 51 |
[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#notes_to_consolidated_financial_statemen) | 53 |][added: Statements]
We have audited the accompanying consolidated balance sheets of Garmin Ltd. and Subsidiaries (the Company) as of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 25, 2021,] [added: 31, 2022,] and the related notes [removed: 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: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 25, 2021,] [added: 31, 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 25, 2021,] [added: 31, 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 16, 2022,] [added: 22, 2023,] expressed an unqualified opinion thereon.
| *Description of the Matter* | The Company assigns goodwill acquired in business combinations to its reporting units as of each acquisition date. At December [removed: 25, 2021,] [added: 31, 2022,] the Company’s goodwill balance related to the consumer auto reporting unit was approximately [removed: $80] [added: $77] million. As discussed in Note [removed: 2] [added: 1] of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. Revenue and profits of the consumer auto reporting unit declined for a number of years through fiscal 2020 as competing technologies emerged and market saturation occurred for certain key products. [added: Revenue and profit of the consumer auto reporting unit has since experienced periods of increases and decreases.] Considering uncertainty in qualitative factors, management performed a step one quantitative impairment test of the consumer auto reporting unit in the fourth quarter of [removed: 2021, and the Company disclosed that in the future some or all of the approximately $80 million of goodwill associated with the consumer auto reporting unit could be at risk of impairment. Auditing management’s annual goodwill impairment test for the consumer auto reporting unit was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as the discount rate, projected future revenues, projected future operating margins, and terminal growth rates which are affected by expectations about future market or economic conditions.] [added: 2022.] |
| *Description of the Matter* | The Company accounts for uncertainty in income taxes in accordance with the [removed: FASB] ASC [removed: 740 topic, Income Taxes.] [added: Topic 740, *Income Taxes*.] The Company operates in a multinational tax environment and is subject to tax laws, regulations and guidelines for intercompany transactions that have transfer pricing subjectivity. The Company uses significant judgment to evaluate uncertain tax positions and determine whether the threshold for recognition has been met and to measure the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. As discussed in Note [removed: 6] [added: 5] to the consolidated financial statements, the Company’s balance of gross unrecognized income tax benefits was [removed: $65] [added: $31] million at December [removed: 25, 2021,] [added: 31, 2022,] primarily related to transfer pricing positions. Auditing management’s assessment and measurement of material tax positions is complex and involved especially subjective and complex judgements. The assessment process involves both significant judgment to evaluate each position against the recognition threshold and estimation because the pricing of the intercompany transactions is based on pricing analyses that may produce a number of different outcomes or ranges of outcomes (e.g., the price that would be charged in an arm’s-length transaction). Each transfer pricing tax position carries unique facts and circumstances that must be evaluated, and ultimate resolution will be dependent on uncontrollable factors, such as the interpretation of laws and regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. |
| | | December [added: 31, 2022 | | | | December] 25, 2021 | | | | December 26, 2020 | | |
| Cash and cash equivalents | | $ | [removed: 1,498,058] [added: 1,279,194] | | | $ | [removed: 1,458,442] [added: 1,498,058] | |
| Marketable securities [removed: (*Note 3)*] | | | [removed: 347,980] [added: 173,288] | | | | [removed: 387,642] [added: 347,980] | |
| Accounts receivable, less allowance for doubtful accounts of [removed: $7,080] [added: $5,098] in [removed: 2021] [added: 2022] and [removed: $11,086] [added: $7,080] in [removed: 2020] [added: 2021] | | | [removed: 843,445] [added: 656,847] | | | | [removed: 849,469] [added: 843,445] | |
| Inventories | | | [removed: 1,227,609] [added: 1,515,045] | | | | [removed: 762,084] [added: 1,227,609] | |
| Deferred costs | | | [removed: 15,961] [added: 14,862] | | | | [removed: 20,145] [added: 15,961] | |
| Prepaid expenses and other current assets | | | [removed: 328,719] [added: 315,915] | | | | [removed: 191,569] [added: 328,719] | |
| Total current assets | | | [removed: 4,261,772] [added: 3,955,151] | | | | [removed: 3,669,351] [added: 4,261,772] | |
| Property and equipment, net [removed: *(Note 2)*] | | | [removed: 1,067,478] [added: 1,147,005] | | | | [removed: 855,539] [added: 1,067,478] | |
| Operating lease right-of-use assets [removed: *(Note 14)*] | | | [removed: 89,457] [added: 138,040] | | | | [removed: 94,626] [added: 89,457] | |
| Noncurrent marketable securities [removed: (*Note 3)*] | | | [removed: 1,268,698] [added: 1,208,360] | | | | [removed: 1,131,175] [added: 1,268,698] | |
| Deferred income tax assets [removed: (*Note 6)*] | | | [removed: 260,205] [added: 441,071] | | | | [removed: 245,455] [added: 260,205] | |
| Noncurrent deferred costs | | | [removed: 12,361] [added: 9,831] | | | | [removed: 16,510] [added: 12,361] | |
| Other noncurrent assets | | | [removed: 103,383] [added: 85,257] | | | | [removed: 190,151] [added: 103,383] | |
| Total assets | | $ | [removed: 7,854,427] [added: 7,731,170] | | | $ | [removed: 7,031,373] [added: 7,854,427] | |
| Accounts payable | | $ | [removed: 370,048] [added: 212,417] | | | $ | [removed: 258,885] [added: 370,048] | |
| Salaries and benefits payable | | | [removed: 211,371] [added: 176,114] | | | | [removed: 181,937] [added: 211,371] | |
| Accrued warranty costs | | | [removed: 45,467] [added: 50,952] | | | | [removed: 42,643] [added: 45,467] | |
| Accrued sales program costs | | | [removed: 121,514] [added: 97,772] | | | | [removed: 109,891] [added: 121,514] | |
| Other accrued expenses | | | [removed: 225,988] [added: 197,376] | | | | [removed: 181,767] [added: 225,988] | |
| Deferred revenue | | | [removed: 87,654] [added: 91,092] | | | | [removed: 86,865] [added: 87,654] | |
| Income taxes payable | | | [removed: 128,083] [added: 246,180] | | | | [removed: 68,585] [added: 128,083] | |
| Dividend payable | | | [removed: 258,023] [added: 139,732] | | | | [removed: 233,644] [added: 258,023] | |
| Total current liabilities | | | [removed: 1,448,148] [added: 1,211,635] | | | | [removed: 1,164,217] [added: 1,448,148] | |
| Deferred income tax liabilities [removed: (*Note 6)*] | | | [removed: 117,595] [added: 129,965] | | | | [removed: 116,844] [added: 117,595] | |
| Noncurrent income taxes payable | | | [removed: 62,539] [added: 34,627] | | | | [removed: 92,810] [added: 62,539] | |
| Noncurrent deferred revenue | | | [removed: 41,618] [added: 35,702] | | | | [removed: 49,934] [added: 41,618] | |
| | 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. |
February 22, 2023
| Selling, general and administrative expenses | | | 775,963 | | | | 721,260 | | | | 623,588 | |
| Research and development expense | | | 834,927 | | | | 778,750 | | | | 652,342 | |
| Net income | | $ | 973,585 | | | $ | 1,082,200 | | | $ | 992,324 | |
| Goodwill | | | 567,994 | | | | 575,080 | |
| Other intangible assets, net | | | 178,461 | | | | 215,993 | |
| Treasury stock (6,454 and 5,469 shares, respectively) | | | (475,095 | ) | | | (303,114 | ) |
| Net income | | $ | 973,585 | | | $ | 1,082,200 | | | $ | 992,324 | |
| Purchase of treasury stock under share repurchase plan | | | (201,012 | ) | | | — | | | | — | |
| Dividends | | | — | | | | — | | | | — | | | | (467,013 | ) | | | — | | | | (467,013 | ) |
| Dividends | | | — | | | | — | | | | — | | | | (515,835 | ) | | | — | | | | (515,835 | ) |
| Net income | | | — | | | | — | | | | — | | | | 973,585 | | | | — | | | | 973,585 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 741,217 | |
| Dividends | | | — | | | | — | | | | — | | | | (560,805 | ) | | | — | | | | (560,805 | ) |
| Purchase of treasury stock under share repurchase plan | | | — | | | | — | | | | (206,523 | ) | | | — | | | | — | | | | (206,523 | ) |
| Balance at December 31, 2022 | | $ | 17,979 | | | $ | 2,042,472 | | | $ | (475,095 | ) | | $ | 4,733,517 | | | $ | (114,533 | ) | | $ | 6,204,340 | |
December 31, 2022 and December 25, 2021
As a result, the Company’s consolidated statements of income have been recast for the 52-week periods ended December 25, 2021 and December 26, 2020 to reflect a reclassification of $61,274 and $53,343, respectively, from research and development expense to selling, general, and administrative expense.
The Company’s composition of operating segments and reportable segments did not change at that time.
Results for the 52-week periods ended December 25, 2021 and December 26, 2020 have been recast to conform to current period presentation.
Fiscal year 2022 contains 53 weeks compared to 52 weeks for 2021 and 2020.
Rather, they are recorded as discrete tax items in the period they occur.
| | | December 31, 2022 | | | | | | | | December 25, 2021 | | | | | | |
| | | December 31, 2022 | | | | December 25, 2021 | | |
| Acquisitions | | | — | | | | 2,518 | | | | — | | | | 7,340 | | | | — | | | | 9,858 | |
| Foreign currency translation and other adjustments | | | (11,570 | ) | | | (2,019 | ) | | | — | | | | (2,245 | ) | | | (1,110 | ) | | | (16,944 | ) |
| Goodwill balance as of December 31, 2022 | | $ | 244,302 | | | $ | 100,893 | | | $ | 60,347 | | | $ | 85,001 | | | $ | 77,451 | | | $ | 567,994 | |
| | | December 31, 2022 | | | | December 25, 2021 | | | | December 26, 2020 | | |
| Net sales | | $ | 4,860,286 | | | $ | 4,982,795 | | | $ | 4,186,573 | |
| | | December 31, 2022 | | | | | | | | December 25, 2021 | | | | | | |
| | | December 31, 2022 | | | | December 25, 2021 | | | | December 26, 2020 | | |
| --- | --- |
| | |
| Agency securities | | Level 2 | | $ | 7,000 | | | $ | — | | | $ | (786 | ) | | $ | 6,214 | |
| Mortgage-backed securities | | Level 2 | | | 45,373 | | | | — | | | | (4,525 | ) | | | 40,848 | |
| Corporate debt securities | | Level 2 | | | 1,106,688 | | | | 188 | | | | (77,802 | ) | | | 1,029,074 | |
| Municipal securities | | Level 2 | | | 326,058 | | | | 3 | | | | (28,861 | ) | | | 297,200 | |
| Other | | Level 2 | | | 10,466 | | | | — | | | | (2,154 | ) | | | 8,312 | |
| Total | | | | $ | 1,495,585 | | | $ | 191 | | | $ | (114,128 | ) | | $ | 1,381,648 | |
February 16, 2022
| Intangible assets, net | | | 791,073 | | | | 828,566 | |
| Treasury stock | | | (303,114 | ) | | | (320,016 | ) |
| Selling, general and administrative expenses | | | 659,986 | | | | 570,245 | | | | 518,568 | |
| Research and development expense | | | 840,024 | | | | 705,685 | | | | 605,366 | |
| Balance at December 29, 2018 | | $ | 17,979 | | | $ | 1,823,638 | | | $ | (397,692 | ) | | $ | 2,710,619 | | | $ | 8,430 | | | $ | 4,162,974 | |
| Net income | | | — | | | | — | | | | — | | | | 952,486 | | | | — | | | | 952,486 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 999,930 | |
| Dividend declared ($2.28 per share) | | | — | | | | — | | | | — | | | | (434,044 | ) | | | — | | | | (434,044 | ) |
| Dividend declared ($2.44 per share) | | | — | | | | — | | | | — | | | | (467,013 | ) | | | — | | | | (467,013 | ) |
| Dividend declared ($2.68 per share) | | | — | | | | — | | | | — | | | | (515,835 | ) | | | — | | | | (515,835 | ) |
Description of the Business
Fiscal years 2021, 2020, and 2019 each included 52 weeks.
| 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 | |
Considering the results of the assessment, recent trends, and future projections, management does not believe the goodwill associated with the consumer auto reporting unit is currently at risk of impairment.
However, there is no assurance that the Company will continue to generate profits from the consumer auto segment, and in the future some or all of the goodwill associated with the consumer auto reporting unit could be at risk of impairment.
On June 4, 2021, the shareholders approved a dividend of $2.68 per share (of which, $1.34 was paid in the Company’s 2021 fiscal year) payable in four equal installments on dates determined by the Board of Directors.
The dates determined by the Board were as follows:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
The Company paid dividends in 2021 in the amount of $491,457, which included four dividend distributions in the fiscal year.
Both the dividends paid and the remaining dividend payable were reported as a reduction of retained earnings.
On June 5, 2020, the shareholders approved a dividend of $2.44 per share (of which, $1.22 was paid in the Company’s 2020 fiscal year) payable in four equal installments on dates determined by the Board of Directors.
The Company paid dividends in 2020 in the amount of $450,631, which included four dividend distributions in the fiscal year.
On June 7, 2019, the shareholders approved a dividend of $2.28 per share (of which, $1.14 was paid in the Company’s 2019 fiscal year) payable in four equal installments on dates determined by the Board of Directors.
| June 28, 2019 | | June 17, 2019 | | $ | 0.57 | |
| September 30, 2019 | | September 16, 2019 | | $ | 0.57 | |
| December 31, 2019 | | December 16, 2019 | | $ | 0.57 | |
| March 31, 2020 | | March 16, 2020 | | $ | 0.57 | |
The Company paid dividends in 2019 in the amount of $417,264, which included four dividend distributions in the fiscal year.
At December 26, 2020, cumulative unrealized net gains of $20,474 were reported in accumulated other comprehensive income, net of related taxes.
Changes in these estimates could negatively affect the Company’s operating results.
Customer Service and Technical Support
Customer service and technical support costs include costs associated with performing order processing, answering customer inquiries by telephone and through websites, e-mail and other electronic means, and providing free technical support assistance to customers.
The technical support is typically provided within one year after the associated revenue is recognized.
The related cost of providing this free support is not material.
*Leases*
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors.
An excerpt. Shown here: 40 of 376 rewritten, 40 of 122 added and 40 of 127 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
7 rewritten, 1 added, 1 removed, 30 unchanged
Management of the Company assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 25, 2021.][added: 31, 2022.]
Based on such assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December [removed: 25, 2021.][added: 31, 2022.]
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, issued an attestation report on management’s effectiveness of the Company’s internal control over financial reporting as of December [removed: 25, 2021,] [added: 31, 2022,] as stated in their report which is included herein.
We have audited Garmin Ltd. and Subsidiaries’ internal control over financial reporting as of December [removed: 25, 2021,] [added: 31, 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).
In our opinion, Garmin Ltd. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December [removed: 25, 2021,] [added: 31, 2022,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 25, 2021] [added: 31, 2022] and December [removed: 26, 2020,] [added: 25, 2021,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 25, 2021,] [added: 31, 2022,] and the related notes and [removed: financial statement schedule listed in the Index at Item 15(a) and] our report dated February [removed: 16, 2022] [added: 22, 2023] expressed an unqualified opinion thereon.
There were no changes in our internal control over financial reporting during the quarter ended December [removed: 25, 2021] [added: 31, 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
February 22, 2023
February 16, 2022
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 26 unchanged
Garmin’s definitive proxy statement in connection with its annual meeting of shareholders scheduled for June [removed: 10, 2022] [added: 9, 2023] (the “Proxy Statement”) will be filed with the Securities and Exchange Commission no later than 120 days after December [removed: 25, 2021.][added: 31, 2022.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 rewritten, 3 added, 2 removed, 9 unchanged
The following table gives information as of December [removed: 25, 2021] [added: 31, 2022] about the Garmin common shares that may be issued under all of the Company’s existing equity compensation plans, as adjusted for stock splits.
Table consists of the Garmin Ltd. 2000 Equity Incentive Plan, as amended and restated on June 27, [removed: 2010,] [added: 2010 (the “2000 Plan”),] the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 7, 2019, the Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on June 7, 2019, and the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019.
| Equity compensation plans approved by shareholders | | | 1,836,575 | | | N/A | | | 3,097,074 | |
| Total | | | 1,836,575 | | | N/A | | | 3,097,074 | |
In February 2023, the Board of Directors approved the termination of the 2000 Plan, which was effective immediately and resulted in 532,017 of remaining common shares previously authorized for issuance under the plan to be no longer available for issuance.
| Equity compensation plans approved by shareholders | | | 1,512,920 | | | N/A | | | 3,854,829 | |
| Total | | | 1,512,920 | | | N/A | | | 3,854,829 | |
Item 15. Exhibits, and Financial Statement Schedules
21 rewritten, 1 added, 11 removed, 54 unchanged
All [removed: other] schedules have been omitted because they are not applicable, are [removed: insignificant] [added: insignificant,] or the required information is shown in the consolidated financial statements or notes thereto.
[removed: (3) Exhibits --] The [removed: following] exhibits [added: listed below] are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022011549/grmn-ex10_2.htm)] | | [Articles of Association of Garmin Ltd., as amended and restated on June [removed: 5, 2020] [added: 10, 2022] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Registrant’s Current Report on Form 8-K filed on June [removed: 8, 2020).](https://www.sec.gov/Archives/edgar/data/1121788/000121390020014367/ea122787ex10-1_garminltd.htm)] [added: 13, 2022).](https://www.sec.gov/Archives/edgar/data/1121788/000095017022011549/grmn-ex10_2.htm)] |
| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex41_12.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex4_1.htm)] | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1121788/000156459021006192/grmn-ex41_12.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex4_1.htm)] |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)] | | [Garmin Ltd. [removed: Employee Stock Purchase] [added: 2011 Non-Employee Directors’ Equity Incentive] Plan, as amended and restated on [removed: June 7,] [added: February 15,] 2019 (incorporated by reference to Exhibit [removed: 10.2] [added: 10.63] of the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: June 10, 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-2_garmin.htm)*] [added: February 20, 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)*] |
| [removed: [10.4](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)] [added: [10.5](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, 2018).](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-62.htm)* |
| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss grantees (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-5.htm)* |
| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)] [added: [10.7](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, 2018).](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-60.htm)* |
| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)] [added: [10.11](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 [removed: 10.8] [added: 10.1] 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).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-8.htm)*] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] |
| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)] [added: [10.12](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 [removed: and non-Canadian] grantees who are executive officers (incorporated by reference to Exhibit [removed: 10.61] [added: 10.2] of the Registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed on February [removed: 21, 2018).](https://www.sec.gov/Archives/edgar/data/1121788/000161577418001344/s109029_ex10-61.htm)*] [added: 26, 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm)] |
| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)] [added: [10.13](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 [removed: 10.9] [added: 10.3] 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).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-9.htm)*] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm)] |
| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_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: Swiss] [added: Canadian] grantees who are [added: not] executive officers (incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] of the Registrant’s Current Report on Form 8-K filed on February 26, [removed: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_garmin.htm)] |
| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-10.htm)] [added: [10.15](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).](https://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: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex21_1.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex21_1.htm)] | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex21_1.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex21_1.htm)] |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex23_1.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex23_1.htm)] | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex23_1.htm)] |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_1.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/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/1121788/000095017022001303/grmn-ex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex31_1.htm)] |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_2.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/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/1121788/000095017022001303/grmn-ex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex31_2.htm)] |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_1.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_1.htm)] | | [Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_1.htm)] |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_2.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_2.htm)] | | [Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_2.htm)] |
[removed: (b) Exhibits][added: (3) Exhibits]
[removed: (c) Financial] [added: (2) Financial] Statement [removed: Schedules][added: Schedules]
| [10.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex10_2.htm) | | [Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on February 17, 2023.*](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex10_2.htm) |
(2) Schedule II Valuation and Qualifying Accounts
| | | |
| --- | --- | --- |
| [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, 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-63.htm)* |
| [10.15](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm) | | [Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 21, 2016 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on October 26, 2016).](https://www.sec.gov/Archives/edgar/data/1121788/000161577416007773/s104335_ex10-2.htm)* |
| [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, 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-2_garmin.htm) |
| [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, 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-3_garmin.htm) |
| [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. 2005 Equity Incentive Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Canadian grantees who are not executive officers (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on February 26, 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-4_garmin.htm) |
| [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 non-Swiss and non-Canadian grantees who are not executive officers (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on February 26, 2020).*](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-5_garmin.htm) |
The exhibits listed on the accompanying Exhibit Index in Item 15(a)(3) are filed as part of, or are incorporated by reference into, this Annual Report on Form 10-K.
Reference is made to Item 15(a)(2) above.
Item 16. Form 10-K Summary
10 rewritten, 2 added, 20 removed, 65 unchanged
Dated: February [removed: 16, 2022][added: 22, 2023]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 16, 2022.][added: 22, 2023.]
[removed: 2021] [added: 2022] Form 10-K Annual Report
| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex4_1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex4_1.htm)] | | [Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex4_1.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex4_1.htm)] |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex21_1.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex21_1.htm)] | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex21_1.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex21_1.htm)] |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex23_1.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex23_1.htm)] | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex23_1.htm)] |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_1.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/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/1121788/000095017022001303/grmn-ex31_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex31_1.htm)] |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex31_2.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/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/1121788/000095017022001303/grmn-ex31_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex31_2.htm)] |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_1.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_1.htm)] | | [Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_1.htm)] |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_2.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_2.htm)] | | [Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000095017022001303/grmn-ex32_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex32_2.htm)] |
| [10.2](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex10_2.htm) | | [Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on February 17, 2023.](https://www.sec.gov/Archives/edgar/data/1121788/000095017023003566/grmn-ex10_2.htm) |
| | | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Garmin Ltd. and Subsidiaries
(In thousands)
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Additions | | | | | | | | | | | | |
| Description | | Balance at Beginning of Period | | | | Charged to Costs and Expenses | | | | Charged to Other Accounts | | | | Deductions | | Balance at End of Period | | |
| Year ended December 25, 2021 | | | | | | | | | | | | | | | | | | |
| Deducted from asset accounts | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ 11,086 | | | | $ (1,290) | | | | $ — | | | | $ (2,716) | | $ 7,080 | | |
| Valuation allowance - Deferred Tax Asset | | | 10,853 | | | | 4,797 | | | | — | | | (92) | | | 15,558 | |
| Total | | $ 21,939 | | | | $ 3,507 | | | | $ — | | | | $ (2,808) | | $ 22,638 | | |
| Year ended December 26, 2020 | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ 6,754 | | | | $ 5,259 | | | | $ — | | | | $ (927) | | $ 11,086 | | |
| Valuation allowance - Deferred Tax Asset | | | 4,562 | | | | 6,912 | | | | — | | | (621) | | | 10,853 | |
| Total | | $ 11,316 | | | | $ 12,171 | | | | $ — | | | | $ (1,548) | | $ 21,939 | | |
| Year ended December 28, 2019 | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ 5,487 | | | | $ 2,029 | | | | $ — | | | | $ (762) | | $ 6,754 | | |
| Valuation allowance - Deferred Tax Asset | | | 4,568 | | | | 1,556 | | | | — | | | (1,562) | | | 4,562 | |
| Total | | $ 10,055 | | | | $ 3,585 | | | | $ — | | | | $ (2,324) | | $ 11,316 | | |