Garmin (GRMN) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-28 10-K against the 2023-12-30 one, compared heading by heading and sentence by sentence.
Item 1A38 rewritten20 added8 removed286 unchanged
All filing items641 rewritten216 added184 removed1,575 unchanged
Summary
counted, not written
- Item 1A lists 36 risk factor headings: 0 new, 3 reworded and 33 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 216 added, 184 removed, 641 rewritten and 1,575 unchanged across 18 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- We have made and expect to continue making significant investments in the auto OEM
[removed: operating]segment, [added: the associated cost of] which[removed: will continue to][added: may] negatively impact total[removed: Company][added: company] profits[removed: and may negatively impact shareholder value]if[removed: the operating][added: auto OEM] segment[removed: fails to become profitable.][added: revenue significantly declines.] - Many of our products rely on the Global Positioning System and other
[removed: Global Satellite Navigation Systems (GNSS).][added: satellite systems.] [removed: Economic, regulatory,][added: Economic] and political conditions and uncertainty could adversely affect our revenue and profits.
A heading is new when no FY2023 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
38 rewritten, 20 added, 8 removed, 286 unchanged
[removed: We expect that a] [added: A] significant portion of our [removed: future] revenue [added: has been, and we expect in the future] will continue to [removed: be] [added: be,] derived from sales of newly introduced products.
Our failure to compete successfully against current or future competitors could [removed: seriously harm] [added: materially adversely affect] our business, financial condition and results of operations.
We have made and expect to continue making significant investments in the auto OEM [removed: operating] segment, [added: the associated cost of] which [removed: will continue to] [added: may] negatively impact total [removed: Company] [added: company] profits [removed: and may negatively impact shareholder value] if [removed: the operating] [added: auto OEM] segment [removed: fails to become profitable.][added: revenue significantly declines.]
If we are not successful in winning additional [removed: contracts and] [added: contracts,] substantially leveraging our past and future investments, [removed: operating losses in] [added: and implementing and maintaining efficient manufacturing processes,] the auto OEM [removed: segment will continue] [added: segment’s contributions] to [removed: negatively impact] total [removed: Company] [added: company] profits [removed: and] may [added: be] negatively [removed: impact shareholder value.][added: impacted.]
The Company and its global supply chain have experienced and are expected to continue to be exposed to information technology system failures and network disruptions including those caused by natural disasters, [added: human error,] accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, and ransomware or other cybersecurity incidents.
We have [added: in the past] experienced, and [removed: are expected] [added: expect] to continue to experience, malicious attacks and other attempts to gain unauthorized access to our systems that seek to compromise the confidentiality, integrity or availability of proprietary and confidential information.
The overall shortage in qualified workforce personnel [removed: combined with the increased willingness of companies to hire such personnel in fully remote positions] has increased and in the future may continue to increase our compensation costs in order for us to retain such personnel.
Our tax positions could be adversely impacted by changes to tax laws, tax treaties, [removed: or] tax [removed: regulations] [added: regulations,] or the interpretation or enforcement thereof by any tax authority in which we file income tax returns, particularly in the U.S., Switzerland, Taiwan, and United Kingdom (U.K.).
Global taxing standards [removed: have evolved] [added: continue to evolve] as a result of the Organization for Economic Co-Operation and Development (OECD) recommendations aimed at preventing perceived base erosion and profit shifting (BEPS) by multinational [removed: corporations.][added: corporations, including the establishment of a global minimum tax rate of 15%.]
At the end of this migration, a higher percentage of income will be recognized in the U.S. Due to the subjectivity inherent in transfer pricing associated with this intercompany transaction, we [removed: are pursuing an] [added: have obtained] advanced pricing [removed: agreement] [added: agreements] with [removed: relevant jurisdictions to provide certainty regarding] the [removed: pricing.][added: relevant jurisdictions.]
The implementation of [added: global minimum tax and] certain [added: other] tax legislation [removed: described above, the negotiations and final outcome of the advanced pricing agreement, or both,] could have a material adverse impact on the Company’s future income tax provision, [removed: effective tax rate, and financial statements.][added: net income, or cash flows.]
Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation [added: or the ultimate tax outcome] could be materially different from our historical income tax provisions and accruals.
The results of an audit or litigation could have a material effect on [removed: our] [added: the Company’s future] income tax provision, net [removed: income, or cash flows in the period or periods for which that determination is made.][added: income.]
[removed: Trade and other] [added: Restrictions on] international [removed: disputes can result in tariffs, duties,] [added: trade, such as] sanctions, [added: tariffs, duties] and other [removed: measures that restrict international trade and can] [added: governmental controls on imports or exports of goods, could] adversely affect our business.
Those [removed: duties and] tariffs [added: and duties] are based on the classifications of those products, which are routinely subject to review by the customs authorities.
We are unable to predict whether those authorities will change the determination of the classifications of [added: any of] our products.
Any such changes could result in additional [added: tariffs,] duties, [removed: tariffs] or other restrictions on the importation of our products.
The imposition of [removed: additional governmental controls] [added: new] or [removed: regulations that create] [added: enhanced sanctions, tariffs or duties, or any selective or inconsistent application relating to any] new or enhanced [removed: restrictions on free trade, trade] sanctions, [removed: tariffs,] [added: tariffs] or [removed: duties] [added: duties,] could have a substantial adverse effect on our business, results of operations, and financial condition.
[removed: Economic, regulatory,] [added: Economic] and political conditions and uncertainty could adversely affect our revenue and profits.
Economic weakness or constrained consumer and business spending has [added: in the past] resulted in periods of decreased [removed: revenue in the past,] [added: revenue,] and could in the future result in decreased revenue and problems with our ability to manage inventory levels and collect customer receivables.
In addition, our overall gross margin may fluctuate from period to period due to a number of other factors, including product mix, foreign exchange rates, [added: tariffs,] freight and component costs, manufacturing facility utilization, and unit volumes.
Failure to do so can [removed: result] [added: result, and] in [added: the past has resulted in] recalls, product replacements or modifications, [added: and may cause] reputational harm, and significant warranty and other expenses, which could have a material adverse impact on our business, financial condition and results of operations.
Our global operations are subject to complex and changing laws and regulations, including those in the following areas: telecommunications; environmental, health and safety; labor and employment; [added: intellectual property ownership and infringement;] antitrust; data privacy and security; consumer protection; product liability; anticorruption; import, export and trade; foreign exchange controls; anti–money laundering; and tax.
Additionally, [removed: failure of the United States Congress to appropriate funds for FAA operations that results in a shutdown of] [added: if] FAA operations [added: are shut down] or [removed: furloughing of] FAA [removed: employees,] [added: employees are furloughed] due to partial or complete government shutdowns or [removed: otherwise, could result in delays in] [added: reduced FAA budgets,] the required FAA certification of our avionics products and [removed: in] [added: of] the production, sale and registration of aircraft that use our avionics [removed: products.][added: products could be delayed.]
Sales of many of our consumer products [removed: also] have been [removed: higher] [added: highest] in our fourth fiscal quarter due to increased consumer spending patterns on electronic devices during the holiday [added: season, and many marine products experience increased demand in the first and second quarters in advance of the summer boating] season.
[removed: The] [added: A] shutdown of airspace could cause reduced sales of our general aviation products and delays in the shipment of our products manufactured in our Taiwan manufacturing facilities to our global distribution facilities, thereby adversely affecting our ability to supply new and existing products to our dealers and distributors.
Many of our products rely on the Global Positioning System and other [removed: Global Satellite Navigation Systems (GNSS).][added: satellite systems.]
GPS is operated by the U.S. Government, which is [added: currently] committed to maintenance and improvement of GPS; however, if the policy were to change, and commercial access to GPS was no longer supported by the U.S. Government, or if user fees or other restrictions were imposed, it could have a material adverse effect on our business, financial condition and results of operations.
Our Global Positioning System [added: (GPS)] technology is dependent on the use of the Standard Positioning Service (SPS) provided by the U.S. Government’s GPS satellites.
Risks Relating to [added: Ownership of] Our Shares
During [removed: 2023,] [added: 2024,] the closing price of our shares ranged from a low of [removed: $93.57] [added: $119.49] to a high of [removed: $128.91.][added: $220.77.]
changes [added: and proposed changes] in applicable tax [removed: laws and] [added: laws,] tax [removed: rates;][added: rates, tariffs and duties;]
As of January 23, [removed: 2024,] [added: 2025,] members of our Board of Directors and our executive officers, together with their respective immediate family members and entities that may be deemed affiliates of or related to such persons or entities, beneficially owned approximately [removed: 20%] [added: 19%] of our outstanding shares.
As of December [removed: 30, 2023,] [added: 28, 2024,] we had [removed: CHF 4,100] [added: $3,640] million of unappropriated capital contribution reserves available from which the Company may make dividend payments.
A [removed: holder] [added: shareholder] that qualifies for benefits under a double tax treaty may be able to recover partial withholding tax.
For example, a U.S [removed: holder] [added: shareholder] that qualifies for benefits under the [added: current] Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income may apply for a refund of the tax withheld in excess of the 15% treaty rate (or in excess of the 5% reduced treaty rate for qualifying corporate shareholders with at least 10% participation in our voting shares, or for a full refund in case of qualified pension funds).
[removed: However,] [added: Additionally,] there can be no assurance that our shareholders will approve a dividend out of [added: or in excess of] capital contribution reserves, or that Swiss withholding rules will not be changed in the [removed: future] [added: future,] or that a change in Swiss law will not adversely affect us or our shareholders, in particular as a result of distributions out of capital contribution reserves becoming subject to additional corporate law or other restrictions.
If we are unable to pay a dividend out of [added: unappropriated] capital contribution reserves, [removed: we will not] [added: any such dividend would] be [removed: able to make distributions without subjecting our shareholders] [added: subject] to Swiss withholding taxes.
Business Risks
In addition, some of our original equipment manufacturer (OEM) customers may develop in-house equipment and components that they currently purchase from us.
China's relations with Taiwan may also be influenced by changes in relations between the U.S. and China.
Products and services that rely on the Global Navigation Satellite System (GNSS) are vulnerable to external interference, such as jamming and spoofing.
Jamming is a deliberate disruption of signals, which prevents a device from determining its location, while spoofing involves transmitting signals that mislead a receiver with a false location.
Although jamming and spoofing equipment are typically used in military campaigns, such equipment available commercially can also result in jamming and spoofing.
While there are regulations that prohibit the use of jamming and spoofing equipment, if GNSS signals used by our products are disrupted or manipulated it could limit or compromise the location-based features of our products.
Some of our products and services also operate using satellite communications systems operated by third parties, such as Iridium Communications Inc. and its subsidiaries.
Any disruption to these satellite communications systems or extended periods of reduced service by these systems could result in lost customers or revenue.
If Garmin is unable to maintain contracts with the third parties that operate these satellite communications systems, the communications features of the products and services that leverage these systems would no longer function.
Macroeconomic and Industry Risks
Adverse economic conditions, including higher interest rates, inflation, higher fuel prices, higher unemployment, or recession, could adversely affect demand for the Company's products and services.
Legal and Regulatory Compliance Risks
The U.S. and other countries may announce new or changed restrictions with little advance notice, which can create uncertainty and result in other countries implementing retaliatory restrictions.
Additionally, the determination of our global provision for income taxes and other tax liabilities requires significant judgment and often involves uncertainty.
Many countries in which Garmin operates have implemented, or are in the process of implementing, global minimum tax legislation.
Financial Risks
Our aviation and auto OEM products do not experience much seasonal variation but are more influenced by the timing of aircraft certifications, regulatory mandates, auto program manufacturing, and the release of new products when the initial demand is typically the strongest.
Under current Swiss law, distributions in excess of unappropriated capital contribution reserves are generally subject to Swiss federal withholding tax of 35%.
A Swiss domiciled shareholder may be eligible to utilize the amount withheld as a recoverable tax credit against their Swiss tax liability.
Risks Related to the Company
The OECD issued a statement regarding a two-pillar solution which includes within “Pillar Two” a global minimum tax.
Numerous countries have signed onto the OECD statement including Switzerland, the U.S., and the U.K. In 2023, Switzerland’s Federal Council passed legislation that would implement a minimum tax in Switzerland of 15% in 2024, and the Swiss canton of Schaffhausen has also passed legislation that would increase the cantonal corporate tax rate beginning in 2024, resulting in a combined federal and cantonal statutory tax rate of approximately 15% in Switzerland.
Additionally, many other countries have proposed or enacted Pillar Two legislation in jurisdictions in which Garmin operates.
The ultimate outcome and effects of the final advanced pricing agreement are not yet known.
Additionally, significant judgment is required in determining our global provision for income taxes.
Sales of certain of our fitness, outdoor, marine, and auto products tend to be higher in our second fiscal quarter due to increased consumer spending for such products in the spring season.
At the time this reserve balance has been returned to shareholders, a Swiss federal withholding tax of 35% will generally be applicable to dividends paid.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
113 rewritten, 21 added, 31 removed, 141 unchanged
The following discussion and analysis of our financial condition and results of operations focuses on and is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments [added: during] the fiscal years ended December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022] [added: 30, 2023] and a year-to-year comparison of these two fiscal years.
Discussion regarding our results of operations for the fiscal year ended December [removed: 25, 2021] [added: 31, 2022] and a year-to-year comparison between the fiscal years ended December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021] [added: 31, 2022] can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December [removed: 31, 2022.][added: 30, 2023.]
Garmin’s fiscal year is [added: based on] a [removed: 52-53 week] [added: 52- or 53-week] period ending on the last Saturday of the calendar year.
Fiscal [removed: year] [added: years 2024 and] 2023 [added: each] contained 52 [removed: weeks] [added: weeks,] and fiscal [removed: years] [added: year] 2022 [removed: and 2021] contained 53 [removed: weeks and 52 weeks, respectively.][added: weeks.]
Typically, sales of our consumer products are highest in the fourth quarter due to increased demand during the holiday buying season, [removed: and, to a lesser extent, in the second quarter due to] [added: and many marine products experience] increased demand [removed: during] [added: in] the [removed: spring] [added: first] and [added: second quarters in advance of the] summer [added: boating] season.
Our manufacturing labor costs historically have been lower in Taiwan [removed: and China] than in other locations.
Our consolidated gross margin, representing gross profit as a percentage of net sales, is [added: also] dependent on segment [removed: mix,] [added: mix] and [removed: to a lesser extent,] product mix within each segment.
[removed: Our] advertising [removed: expenses consist primarily of] costs [removed: for] [added: associated primarily with] media advertising, cooperative advertising with our retail partners, point of sale displays, and [removed: sponsorships.][added: sponsorships;]
We are committed to increasing the level of innovative design and development of new products as we strive [removed: for expanded] [added: to expand our] ability to serve our existing consumer and aviation markets as well as new auto OEM programs and new markets for active lifestyle products.
Results for the [removed: 53-week and] 52-week [added: and 53-week] periods ended December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] respectively, have been recast to conform to current period presentation.
This change had no effect on the Company’s consolidated [removed: results of operations.][added: operating or net income.]
| | | 52-Weeks Ended | | | | [removed: 53-Weeks] [added: 52-Weeks] Ended | | | | [removed: 52-Weeks] [added: 53-Weeks] Ended | | |
| | | December [removed: 30, 2023] [added: 28, 2024] | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | December [removed: 25, 2021] [added: 31, 2022] | | |
| Cost of goods sold | | | [removed: 43] [added: 41] | % | | | [removed: 42] [added: 43] | % | | | 42 | % |
| Gross profit | | | [removed: 57] [added: 59] | % | | | [removed: 58] [added: 57] | % | | | 58 | % |
| Selling, general and administrative | | | [removed: 16] [added: 18] | % | | | [removed: 16] [added: 19] | % | | | [removed: 14] [added: 19] | % |
| Research and development | | | [removed: 17] [added: 16] | % | | | 17 | % | | | [removed: 16] [added: 17] | % |
| Total operating expenses | | | [removed: 37] [added: 33] | % | | | 37 | % | | | [removed: 34] [added: 37] | % |
| Operating income | | | [removed: 21] [added: 25] | % | | | 21 | % | | | [removed: 24] [added: 21] | % |
| Other income (expense), net | | | 2 | % | | | [removed: 1] [added: 2] | % | | | [removed: 0] [added: 1] | % |
| Income before income taxes | | | [removed: 23] [added: 27] | % | | | [removed: 22] [added: 23] | % | | | [removed: 24] [added: 22] | % |
| Net income | | | [removed: 25] [added: 22] | % | | | [removed: 20] [added: 25] | % | | | [removed: 22] [added: 20] | % |
| 52-Weeks Ended December [removed: 25, 2021] [added: 28, 2024] | | Fitness | | | | Outdoor | | | | Aviation | | | | Marine | | | | Auto OEM | | |
| Net Sales | | 52-Weeks Ended December [removed: 30, 2023] [added: 28, 2024] | | | | Year-over-Year Change | | | | [removed: 53-Weeks] [added: 52-Weeks] Ended December [removed: 31, 2022] [added: 30, 2023] | | | | Year-over-Year Change | | | | [removed: 52-Weeks] [added: 53-Weeks] Ended December [removed: 25, 2021] [added: 31, 2022] | | |
| Fitness | | $ | [removed: 1,344,637] [added: 1,774,487] | | | | [removed: 21] [added: 32] | % | | $ | [removed: 1,109,419] [added: 1,344,637] | | | | [removed: (28] [added: 21] | [removed: %)] [added: %] | | $ | [removed: 1,533,788] [added: 1,109,419] | |
| *Percentage of Total Net Sales* | | | [removed: 26] [added: 28] | % | | | | | | | [removed: 23] [added: 26] | % | | | | | | | [removed: 31] [added: 23] | % |
| Outdoor | | | [removed: 1,697,151] [added: 1,961,990] | | | | [removed: (4] [added: 16] | [removed: %)] [added: %] | | | [removed: 1,770,275] [added: 1,697,151] | | | | [removed: 10] [added: (4] | [removed: %] [added: %)] | | | [removed: 1,606,664] [added: 1,770,275] | |
| *Percentage of Total Net Sales* | | | [removed: 32] [added: 31] | % | | | | | | | [removed: 36] [added: 32] | % | | | | | | | [removed: 33] [added: 36] | % |
| Aviation | | | [removed: 846,329] [added: 876,614] | | | | [removed: 7] [added: 4] | % | | | [removed: 792,799] [added: 846,329] | | | | [removed: 11] [added: 7] | % | | | [removed: 712,468] [added: 792,799] | |
| *Percentage of Total Net Sales* | | | [removed: 16] [added: 14] | % | | | | | | | 16 | % | | | | | | | [removed: 14] [added: 16] | % |
| Marine | | | [removed: 916,911] [added: 1,073,192] | | | | [removed: 1] [added: 17] | % | | | [removed: 903,983] [added: 916,911] | | | | [removed: 3] [added: 1] | % | | | [removed: 875,151] [added: 903,983] | |
| *Percentage of Total Net Sales* | | | [removed: 18] [added: 17] | % | | | | | | | [removed: 19] [added: 18] | % | | | | | | | [removed: 17] [added: 19] | % |
| Auto OEM | | | [removed: 423,224] [added: 610,620] | | | | [removed: 49] [added: 44] | % | | | [removed: 283,810] [added: 423,224] | | | | [removed: 11] [added: 49] | % | | | [removed: 254,724] [added: 283,810] | |
| *Percentage of Total Net Sales* | | | [removed: 8] [added: 10] | % | | | | | | | [removed: 6] [added: 8] | % | | | | | | | [removed: 5] [added: 6] | % |
| Total | | $ | [removed: 5,228,252] [added: 6,296,903] | | | | [removed: 8] [added: 20] | % | | $ | [removed: 4,860,286] [added: 5,228,252] | | | | [removed: (2] [added: 8] | [removed: %)] [added: %] | | $ | [removed: 4,982,795] [added: 4,860,286] | |
Net sales increased [removed: 8%] [added: 20%] in fiscal year [removed: 2023] [added: 2024] when compared to the year-ago period.
Total unit sales increased approximately [removed: 8%] [added: 15%] to [removed: 16.2] [added: 18.6] million units in [removed: 2023] [added: 2024] from [removed: 15.0] [added: 16.2] million units in [removed: 2022.][added: 2023.]
Outdoor revenue represented the largest portion of our revenue mix at [removed: 32%] [added: 31%] in [removed: 2023,] [added: 2024,] compared to [removed: 36%] [added: 32%] in [removed: 2022.][added: 2023.]
The increase in fitness revenue was driven by sales growth across all product [removed: categories.][added: categories, led by strong demand for wearables.]
| Gross Profit | | 52-Weeks Ended December [removed: 30, 2023] [added: 28, 2024] | | | | Year-over-Year Change | | | | [removed: 53-Weeks] [added: 52-Weeks] Ended December [removed: 31, 2022] [added: 30, 2023] | | | | Year-over-Year Change | | | | [removed: 52-Weeks] [added: 53-Weeks] Ended December [removed: 25, 2021] [added: 31, 2022] | | |
In the first quarter of fiscal 2024, the Company changed the presentation of operating expense to include advertising expense within selling, general and administrative expenses on the Company's consolidated statements of income, which management believes to be a more meaningful presentation.
| Income tax provision (benefit) | | | 5 | % | | | (2 | )% | | | 2 | % |
| Net sales | | $ | 1,774,487 | | | $ | 1,961,990 | | | $ | 876,614 | | | $ | 1,073,192 | | | $ | 610,620 | |
| Cost of goods sold | | | 742,480 | | | | 655,585 | | | | 220,105 | | | | 479,065 | | | | 503,113 | |
| Gross profit | | | 1,032,007 | | | | 1,306,405 | | | | 656,509 | | | | 594,127 | | | | 107,507 | |
| Total operating expenses | | | 549,335 | | | | 603,675 | | | | 445,142 | | | | 358,117 | | | | 146,292 | |
| Operating income (loss) | | $ | 482,672 | | | $ | 702,730 | | | $ | 211,367 | | | $ | 236,010 | | | $ | (38,785 | ) |
Outdoor revenue increased primarily due to sales growth in adventure watches.
The increase in marine revenue was primarily driven by contributions from the Company's acquisition of JL Audio.
Consolidated gross margin increased 120 basis points when compared to the year-ago period due to higher margins within certain segments, partially offset by unfavorable segment mix.
| Selling, general, and administrative expenses | | | 1,108,960 | | | | 10 | % | | | 1,008,099 | | | | 7 | % | | | 944,003 | |
NM - Represents that the percentage change is not meaningful.
The increase in operating income as a percent of revenue was due to increased sales, increased gross margin as a percent of revenue, and lower operating expenses as a percent of revenue, as described above.
The improved performance in fitness, outdoor, marine, and auto OEM was partially offset by a decrease in aviation.
Auto OEM experienced an operating loss in fiscal year 2024, and we expect auto OEM to experience an operating loss in 2025.
Many countries in which Garmin operates have implemented, or are in the process of implementing, global minimum tax legislation.
The increase in our effective tax rate in 2024 as compared to 2023 and 2022 is primarily due to the increase in the combined Switzerland statutory tax rate, while our effective tax rate in 2023 also benefited from the discrete impacts noted above.
The increase was primarily due to an increase in cash received from customers primarily driven by higher net sales, partially offset by increases in cash paid for cost of goods sold and operating expenses in fiscal 2024 when compared to fiscal 2023.
This was partially offset by a decrease in cash used for acquisitions in fiscal 2024 compared to fiscal 2023.
This was partially offset by an increase in dividends paid and an increase in purchases of treasury stock related to equity awards in fiscal 2024 compared to fiscal 2023.
Cash paid for taxes is also expected to increase in 2025 as compared to 2024, primarily due to the payment of taxes in arrears related to the intercompany transaction to migrate ownership of certain intellectual property from Switzerland to the United States.
Business Environment Update
A number of headwinds including high inflation and interest rates affected the economic environment and consumer behaviors during 2023.
Additionally, while our global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations, and logistics constraints, certain of these factors have at times been further amplified by the recent business environment.
The nature and degree of effects of the business environment over time remain uncertain.
Refer to Part I, Item 1A, “Risk Factors” of this Annual Report on Form 10-K for further discussion of the risks and uncertainties facing our Company.
Advertising Expense
The Company announced an organization realignment in January 2023, which combined the consumer auto operating segment with the outdoor operating segment.
As a result, the Company’s operating segments, which also represent its reportable segments, are fitness, outdoor, aviation, marine, and auto OEM.
| Advertising | | | 3 | % | | | 3 | % | | | 3 | % |
| Provision for income taxes | | | (2 | )% | | | 2 | % | | | 3 | % |
| Net sales | | $ | 1,533,788 | | | $ | 1,606,664 | | | $ | 712,468 | | | $ | 875,151 | | | $ | 254,724 | |
| Cost of goods sold | | | 720,463 | | | | 618,002 | | | | 192,647 | | | | 379,841 | | | | 181,383 | |
| Gross profit | | | 813,325 | | | | 988,662 | | | | 519,821 | | | | 495,310 | | | | 73,341 | |
| Total operating expenses | | | 454,124 | | | | 464,193 | | | | 326,633 | | | | 245,529 | | | | 181,360 | |
| Operating income (loss) | | $ | 359,201 | | | $ | 524,469 | | | $ | 193,188 | | | $ | 249,781 | | | $ | (108,019 | ) |
The increase in marine revenue was driven by contributions from newly acquired JL Audio, partially offset by declines in multiple product categories.
Outdoor revenue decreased primarily due to declines in sales of adventure watches during the first quarter of 2023.
Consolidated gross margin was relatively flat when compared to the year-ago period.
The aviation gross margin increase of 170 basis points was primarily attributable to lower warranty costs.
| Advertising Expense | | $ | 173,109 | | | | 3 | % | | $ | 168,040 | | | | (2 | %) | | $ | 171,829 | |
| Selling, general, and administrative expenses | | | 834,990 | | | | 8 | % | | | 775,963 | | | | 8 | % | | | 721,260 | |
The absolute dollar increase was primarily attributable to increased media spend.
Research and development expense increased 8% in absolute dollars and was relatively flat as a percent of revenue compared to the year-ago period.
The absolute dollar decreases in outdoor and marine operating income were more than offset by improved performance in fitness, aviation, and auto OEM.
The OECD issued a statement regarding a two-pillar solution which includes within “Pillar Two” a global minimum tax.
Numerous countries have signed onto the OECD statement including Switzerland, the U.S., and the U.K. In 2023, Switzerland’s Federal Council passed legislation which would implement a federal minimum tax in Switzerland of 15% in 2024.
As a result of the increases in the combined Switzerland tax rates and the impact of implementation of global minimum tax requirements, we expect our effective tax rate to be higher in the future, beginning with the 2024 tax year, when compared to fiscal years 2023, 2022, and 2021.
The increase was primarily due to a lower use of cash on purchases of inventory, partially offset by a decrease in collections of accounts receivable in fiscal 2023 when compared to fiscal 2022.
These were partially offset by a decrease in cash used for the purchase of property and equipment in fiscal 2023 compared to fiscal 2022.
Fiscal 2023 included four dividend payments compared to five dividend payments in fiscal 2022 due to the timing of dividend dates and our fiscal period end dates.
Additionally, while we expect our effective tax rate to be higher in fiscal 2024, when compared to fiscal years 2023, 2022, and 2021, we expect net cash outlays for income taxes in fiscal 2024 to be materially similar to net cash outlays for income taxes in fiscal 2023, primarily associated with our planned utilization of Switzerland deferred tax assets.
An excerpt. Shown here: 40 of 113 rewritten, all 21 added and all 31 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 FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
10 rewritten, 0 added, 0 removed, 27 unchanged
The currencies that have historically created a majority of the Company’s exchange rate exposure [removed: are] [added: include] the Taiwan Dollar, Euro, and Polish Zloty.
During fiscal year [removed: 2023,] [added: 2024,] the Company incurred a net foreign currency [removed: gain] [added: loss] of [removed: $26.4] [added: $20.6] million.
The U.S. Dollar [removed: weakened] [added: strengthened] against the [added: Euro,] Polish Zloty and [removed: Euro,] [added: Australian Dollar,] partially offset by the U.S. Dollar strengthening against the Taiwan Dollar.
During fiscal [removed: 2023,] [added: 2024,] the U.S. Dollar [removed: weakened 12.3%] [added: strengthened 5.5%] against the [added: Euro, and 4.1% against the] Polish Zloty, and [removed: 3.1%] [added: 8.9%] against the [removed: Euro,] [added: Australian Dollar,] resulting in [removed: gains] [added: losses] of [removed: $24.4] [added: $27.1 million, $11.3] million and [removed: $8.8] [added: $8.7] million, respectively, partially offset by the U.S. Dollar strengthening [removed: at times during the year] [added: 6.5%] against the Taiwan Dollar, resulting in a [removed: net loss] [added: gain] of [removed: $5.1] [added: $36.4] million.
The remaining net currency loss of [removed: $1.7] [added: $9.9] million was related to the impacts of other currencies, each of which was individually immaterial.
These and other currency moves during fiscal year [removed: 2023] [added: 2024] also resulted in a currency translation adjustment of [removed: $14.5] [added: $105.4] million within accumulated other comprehensive income (loss).
Based on monetary assets and liabilities denominated in currencies other than respective functional currencies as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] hypothetical and reasonably possible adverse changes of 10% for the Taiwan Dollar, Euro, Polish Zloty, Japanese Yen, and Australian Dollar would have resulted in an adverse impact on income before income taxes of approximately [removed: $102] [added: $100] million and [removed: $81] [added: $102] million, respectively.
We have no outstanding long-term debt as of December [removed: 30, 2023] [added: 28, 2024] and otherwise have no meaningful debt-related interest rate risk.
As of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] 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: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] 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: $25] [added: $30] million and [removed: $31] [added: $25] million at December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] respectively.
Item 1. Business
45 rewritten, 14 added, 3 removed, 178 unchanged
For more than [removed: 30] [added: 35] years, Garmin Ltd. and its subsidiaries (collectively, we, our, us, the Company or Garmin) have pioneered new products, many of which feature location technology such as Global Positioning System (GPS), and applications that are designed for people who live an active lifestyle.
Since the inception of its business, Garmin has delivered over [removed: 282] [added: 300] million products, which included more than [removed: 16] [added: 18] million products delivered during fiscal [removed: 2023.][added: 2024.]
In addition to GPS, Garmin products utilize other [removed: global navigation satellite systems (GNSS)] [added: GNSS] including the Russian Global Navigation Satellite System (GLONASS), the European Union Galileo system (Galileo), and the Chinese BeiDou Navigation Satellite System (BDS).
Garmin products also use satellite-based augmentation systems (SBAS) including the U.S. Wide Area Augmentation System (WAAS), the Japanese MTSAT-based Satellite Augmentation System (MSAS), and the European Geostationary Navigation Overlay Service (EGNOS) [added: for] aviation Safety of Life (SoL) [removed: service.][added: services.]
*Cycling Products:* Garmin cycling products include cycling computers (with solar charging on [removed: the latest] [added: select] models), power meters, bike radars, cameras, smart lights, and speed and cadence sensors.
The [removed: activity] [added: smartwatch] devices offered by Garmin are the Venu® series, vívoactive® series, vívomove® series, Lily® series, vívosmart® series, and Bounce™ series.
These third-party applications are available for download by Garmin users via their mobile phone or computer and run on their compatible Garmin wearable, bike computer, [removed: golf device,] [added: golf,] or outdoor [removed: handheld.][added: handheld devices.]
*Adventure Watches:* Garmin adventure watches offer a wide range of features, including wrist-based biometrics, sports apps, solar charging, music storage capabilities, preloaded full-color purpose-built adventure mapping of topography, ski resorts, and golf courses, built-in LED flashlights, [added: speakers, microphones,] and Garmin Pay™, depending on the model.
The fēnix® [removed: and Epix™] series is for active lifestyle users seeking a premium smartwatch experience.
[removed: The] [added: *Dive Devices*: Garmin offers the] Descent™ [added: dive computer watch] series [removed: is] for users wanting [removed: additional] diving functionality, including integrated air pressure monitoring, support for up to six gasses, and multiple dive modes.
The Enduro™ series is for [removed: extreme endurance athletes] [added: users] who want additional battery and solar charging enhancements to extend battery [removed: life, along with advanced training features and competition modes.][added: life.]
These devices include Iridium’s global satellite communication technology which, when combined with an active service plan, offers [removed: 2-way] [added: two-way] text messaging, [added: photo and voice messaging,] weather forecasts, and S.O.S. capabilities while anywhere in the [removed: world.][added: world, depending on the model.]
Devices range from basic waypoints navigators to advanced color touchscreen devices offering barometric altimeter, 3-axis compass, camera, preloaded maps, wi-fi and smartphone connectivity, two-way satellite [removed: communication,] [added: communication] using InReach technology, solar charging, and other features.
The Approach series includes watches, laser range finders, launch monitors, [added: simulators,] club sensors, and handhelds.
The [added: Garmin Golf™] mobile app also offers scoring, shot tracking, and performance tracking features, in addition to the Home Tee Hero virtual round simulator for subscribers.
[removed: *Dog Devices*:] Garmin [added: also] offers a variety of dog tracking and training devices, including those under the Alpha®, PRO, BarkLimiter™, and Delta® product lines.
Garmin has developed [removed: growth-minded] [added: innovative] products and technologies serving general aviation, business aviation, rotorcraft, and experimental/light sport markets.
Our solutions are available for all aircraft categories and classes; from small piston and electric-powered general aviation aircraft to large business jet aircraft, as well as a wide-ranging variety of helicopters, including those serving critical public service and [removed: oil and gas] [added: oil/gas] missions.
Garmin also provides [removed: innovative] [added: highly differentiated] products and [removed: software-as-a-service] [added: service] solutions to other growth markets such as commercial air-carrier, military and defense, electric aircraft, and the [removed: rapidly evolving] Advanced Air Mobility / eVTOL space.
[removed: *Integrated Flight Decks:* Known for defining the integrated flight deck (IFD) space in general aviation and light business aviation applications, Garmin offers OEM and retrofit IFD systems] [added: These solutions can be] scaled for any size aircraft and rotorcraft, featuring communication and navigation, weather information, terrain and traffic awareness and avoidance, aircraft performance, and automated safety solutions.
Our Autopilots, and Autonomí™ safety-enhancing solutions cover a wide spectrum of aircraft, from [removed: large-cabin] [added: super mid-size cabin] business jets and helicopters to light general aviation aircraft.
*Engine Indication Systems:* Garmin offers a variety of [added: stand-alone and integrated] advanced engine indication systems for piston and turbine-powered aircraft with comprehensive data-logging capabilities as well as wireless data offloading, cloud storage and analysis capability through our flyGarmin.com online services portal.
*Cartography*: Garmin is a [removed: premier] [added: leading] supplier of cartography for the recreational marine market.
The Panoptix™ line [removed: also offers] [added: shows] detailed 3D underwater views of fish and structure under your [removed: boat.][added: boat with real-time images up to 1,000 feet deep.]
Garmin’s CHIRP “black-box” sounders and [removed: “smart transducers”] [added: CHIRP transducers] interface with Garmin MFDs to enhance their utility by providing the deep-water sounders and fishfinder functions in a remote mounted package.
Garmin also offers a full line of magnetron radars [added: with] up to 25kW of transmit power.
*VHF Communication Radios:* Garmin offers a full line-up of marine VHF radios and Automatic Identification System (AIS) transceivers with the latest feature sets including integrated GPS receivers [removed: for the communication needs of all types of mariners.]
Garmin radios are NMEA 2000 [removed: compatible and] [added: compatible,] offer multi-station support, and monitor all AIS channels.
These products are designed specifically for the marine, powersports, aftermarket automotive, [removed: home, or RV] [added: RV, and home] environments, offering premium sound quality and supporting many connectivity options for integrating with MFDs, smartphones, and Garmin wearables.
The Garmin EmpirBus products provide power distribution and control solutions for marine and RV applications which enable advanced logic controls and [added: automation to add] smart electrical [removed: systems to enhance] [added: system] features in a boat or RV.
The product line includes the Force Kraken with [removed: up] [added: sizes from 48”] to [removed: a] 90” shaft length and a smaller mounting footprint.
During [removed: 2023,] [added: 2024,] the Company’s net sales through its direct distribution channels accounted for greater than 10% of total net sales.
Garmin believes that its principal competitors for fitness products are Apple, Bryton, Coros, Elite, Fitbit (Google), Huawei, [added: Oura,] Polar, Samsung, SRAM, Suunto, Wahoo Fitness, Whoop, Xiaomi, Zepp Health, and Zwift.
Garmin believes that its principal competitors for outdoor product lines are [added: Apple,] Casio, Coros, Dogtra, Globalstar, [added: Infinition,] Rand McNally, [added: Samsung,] Shearwater Research, SportDOG, Suunto, TAG Heuer, Tissot, TomTom, Trackman, [added: Uneekor,] Vista Outdoor, and Zoleo.
Garmin considers its principal avionics competitors to be Aspen Avionics, Avidyne, Dynon Avionics, [removed: ForeFlight,] [added: ForeFlight / Jeppesen (Boeing),] Genesys Aerosystems, Honeywell Aerospace & Defense, Innovative Solutions and Support Inc., [removed: Jeppesen (Boeing), L-3 Avionics Systems,] Collins Aerospace (Raytheon), Safran, Thales, and Universal Avionics Systems Corporation.
Garmin believes one of its core technology competencies is its vertically integrated manufacturing capabilities at its [removed: Taiwan] facilities in [removed: Xizhi, Jhongli, LinKou, and Xinshi, its China facility in Yangzhou, its Netherlands facility in Oegstgeest, its Poland facility in Wroclaw, and at its U.S. facilities in Olathe, Kansas, Salem, Oregon,] [added: Taiwan, the U.S., the Netherlands, Poland,] and [removed: Miramar, Florida.][added: China.]
Garmin’s design, manufacturing, distribution, and service functions in its U.S., Taiwan, China, [added: Netherlands,] and U.K. facilities are certified to ISO 9001, an international quality standard developed by the International Organization for Standardization (ISO).
[removed: While extended] [added: Extended] disruptions at these suppliers could impact our ability to meet customer demand due to component shortages or increased lead times, or cause us to incur higher product [removed: costs, we believe these potential disruptions would not disproportionately disadvantage us relative to our competitors.][added: costs.]
Sales of our consumer products are generally [removed: higher] [added: highest] in the fourth quarter due to increased demand during the holiday buying season, [removed: and, to a lesser extent, the second quarter due to] [added: and many marine products experience] increased demand [removed: during] [added: in] the [removed: spring] [added: first] and [added: second quarters in advance of the] summer [added: boating] season.
As of [removed: January 5,] [added: December 28,] 2024, Garmin has been issued over [removed: 1,900] [added: 1,970] patents throughout the world and holds more than [removed: 1,160] [added: 1,190] trademark registrations.
In addition to course maps, the Approach R50 portable launch monitor and simulator provides swing metrics utilizing three different cameras, which can track more than 15 ball and club metrics, including measured spin rate and spin axis, providing precision analytics for every club, as well as the ability to play a simulated round on the built-in 10-inch touchscreen.
*Sportsman and Dog Devices*: Garmin offers sportsman devices under the Xero® product line, including the Xero® C1 Pro Chronograph, which can measure projectile speeds from 100 to 5,000 feet per second.
The Descent X50i large-format wearable dive computer provides additional functionality through a vibrant 3-inch touchscreen display.
Garmin Descent transceivers allow users to monitor up to eight tanks when under water, viewing air pressure, depth, use rate and time remaining for multiple types of diving when paired with a compatible air-integrated Descent dive computer.
*Integrated Flight Decks:* Known for defining the integrated flight deck (IFD) space in general aviation and light business aviation applications, Garmin recently introduced its third-generation IFD offering to OEMs and retrofit IFD applications.
Our ADS-B solutions also enable safety technologies like Runway Occupancy Awareness and CDTI-Assisted Visual Separation.
*Portable GPS Navigators and Wearables:* Garmin offers portable GPS navigators, smartwatches for pilots, satellite communicators, and portable traffic and weather solutions, providing pilots tools they can take with them from aircraft to aircraft.
Garmin Navionics Vision+™ and Navionics Platinum+™ charts are compatible with most major chartplotters and MFDs on the market.
Major features include the patented Auto Guidance+™ routing technology, satellite imagery, and 3D views.
for the communication needs of all types of mariners.
*Lighting:* Garmin is a premier supplier of above water and below water lighting for marine and RV markets under the Lumishore® name.
The Lumishore product lines include single color, dual color, and full RGB lighting opens in a variety of power levels and installation options.
These high-performance products offer zone control, automation, including audio inputs and integrate with Garmin’s MFD/mobile app systems.
However, we mitigate this risk by holding safety stock, and we believe these potential disruptions would not disproportionately disadvantage us relative to our competitors due to our vertical integration strategy, which provides opportunities to quickly deploy new product designs.
In addition to course maps, the Approach R10 portable launch monitor provides swing metrics including estimated carry and roll, club head speed, ball speed, smash factor, and swing tempo, as well as the ability to play a simulated round of any of our 43,000 worldwide mapped courses when paired with the Garmin Golf™ mobile app.
Including the Garmin-owned Navionics® branded charting products, Garmin is a leading supplier of recreational marine content for most major chartplotters and MFDs on the market.
Garmin’s cartography features the patented Auto Guidance+™ routing technology.
An excerpt. Shown here: 40 of 45 rewritten, all 14 added and all 3 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 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: 30, 2023] [added: 28, 2024] 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
24 rewritten, 0 added, 0 removed, 90 unchanged
For the fiscal year ended December [removed: 30, 2023][added: 28, 2024]
[removed: ][added: ]
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 [removed: officers] [added: officers] during the relevant recovery period pursuant to §240.10D-1(b).
Aggregate market value of the common shares held by non-affiliates of the registrant as of [removed: July 1, 2023] [added: June 29, 2024] (based on the closing price of the registrant's common shares on the New York Stock Exchange for June [removed: 30, 2023)] [added: 28, 2024)] was approximately [removed: $15,973,000,000.][added: $25,279,000,000.]
Number of shares outstanding of the registrant’s common shares as of February [removed: 16, 2024:][added: 14, 2025:]
Registered Shares, $0.10 par value – [removed: 191,777,417] [added: 192,403,775] (excluding treasury shares)
| Company's Definitive Proxy Statement for the [removed: 2023] [added: 2025] Annual Meeting of Shareholders which will be filed no later than 120 days after December [removed: 30, 2023.] [added: 28, 2024.] | Part III |
[removed: 2023] [added: 2024] Form 10-K Annual Report
| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 25] [added: 26] |
| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | [removed: 25] [added: 26] |
| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 29] [added: 28] |
| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosure) | [removed: 29] [added: 28] |
| [Information about our Executive Officers](#executive_ficers__registrant) | | [removed: 29] [added: 28] |
| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 75] [added: 76] |
| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 75] [added: 76] |
| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | [removed: 77] [added: 78] |
| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 78] [added: 79] |
| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 78] [added: 80] |
| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 79] [added: 80] |
| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 79] [added: 80] |
| Item 14. | [Principal Accountant Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 79] [added: 81] |
| Item 15. | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 80] [added: 82] |
| Item 16. | [Form 10-K Summary](#item_16_form_10k_summary) | [removed: 81] [added: 84] |
| | [Signatures](#signatures) | [removed: 82] [added: 85] |
Item 2. Properties
3 rewritten, 3 added, 27 removed, 0 unchanged
Garmin and its subsidiaries own [removed: a majority of their principal properties] and lease [removed: certain other properties.][added: physical properties around the world.]
Depending on location, the properties could be used for manufacturing, warehousing, research and development, office space, [added: retail,] or a combination of activities.
[added: Garmin also owns and leases additional properties for office, design, distribution, service, manufacturing, retail, warehousing and other purposes throughout the U.S. and in various places outside the U.S.] The Company believes its existing facilities and properties are in good operating condition and are suitable for the conduct of its business.
Due to the nature of the activities conducted at the Company’s properties and its vertically integrated operations, properties typically serve multiple segments and are not allocated to any one segment.
Principal properties of Garmin include approximately 2,244,000 square feet of owned facilities located in Olathe, Kansas, approximately 255,000 square feet of owned and leased facilities located across various locations in the United Kingdom, approximately 319,000 square feet of leased facilities located in Wroclaw, Poland, and approximately 1,847,000 square feet of owned facilities located across various locations in Taiwan.
These properties are considered principal properties due to the nature of the business activities carried out at each location.
Garmin’s principal properties are described below:
Garmin International, Inc. owns and occupies facilities of approximately 1,990,000 square feet on approximately 107 acres at 1200 East 151st Street, Olathe, Kansas, U.S. where the majority of product design and development work is conducted, the majority of aviation panel-mount products are manufactured, and products are warehoused and supported for North, Central and South America.
The 1,990,000 square feet includes a 775,000 square foot manufacturing and distribution center.
In connection with the bond financings for the facility in Olathe and the expansions of that facility, the City of Olathe holds the legal title to the Olathe facilities, which are leased to Garmin’s subsidiaries by the City.
Upon the payment in full of the outstanding bonds, the City of Olathe is obligated to transfer title to Garmin’s subsidiaries for a nominal sum.
Garmin International, Inc. has purchased all the outstanding bonds and expects to continue to hold the bonds until maturity in order to benefit from property tax abatement.
Garmin International, Inc. leases 148,000 square feet of land at New Century Airport at 1 New Century Pkwy, Gardner, Kansas, U.S. under a ground lease and occupies two aircraft hangars on this land, one of which is owned (47,000 square feet) and the other leased (53,000 square feet).
Both properties serve as flight test and certification facilities that are used in development and certification of aviation products.
Garmin International, Inc. leases facilities of approximately 341,000 square feet at 10369 N Commerce Pkwy, Miramar, Florida, U.S. These facilities are used for design and development, manufacturing, and warehousing of JL Audio branded audio products.
Garmin International, Inc. also owns approximately 367 acres of additional land in Olathe, Kansas that could accommodate future property development.
Garmin AT, Inc. leases approximately 18 acres of land at 2345 Turner Road SE, Salem, Oregon, U.S. under a ground lease.
The current term of this ground lease ends in 2030, but Garmin AT, Inc. has the option to extend the ground lease until 2050.
Garmin AT, Inc. owns and occupies a 115,000 square foot facility for office and manufacturing use and a 33,000 square foot aircraft hangar that serves as a flight test and certification facility on this land.
Garmin AT, Inc. also owns and occupies an additional 66,000 square foot facility on the same property for customer support and research and development activities.
Garmin Corporation owns and occupies a 247,000 square foot facility at No. 68, Zhangshu 2nd Road, Xizhi Dist., New Taipei City, Taiwan, a 185,000 square foot facility at No. 97, Sec.
1, Xintai 5th Rd., Xizhi Dist., New Taipei City, Taiwan, a 224,000 square foot facility at No. 24 Beiyuan Road, Jhongli, Tao-Yang County, Taiwan, a 576,000 square foot facility at No. 270 Huaya 2nd Road, LinKou, Tao-Yang County, Taiwan, and a 615,000 square foot facility at No. 3, Titanggang Rd., Xinshi Dist., Tainan City, Taiwan.
Garmin China YangZhou Co., Ltd. leases a 204,000 square foot manufacturing facility at No. 122, Jinshan Road, Bali Town, Yangzhou, Jiangsu, People’s Republic of China.
These facilities are used for the manufacturing and warehousing of most of Garmin’s fitness, outdoor, and marine products, as well as portable aviation products and some Auto OEM products.
These facilities are also used for research and development activities and marketing and support of products for Asia Pacific countries.
Garmin (Europe) Ltd. owns and occupies a 155,000 square foot building located at Liberty House, Hounsdown Business Park, Southampton, U.K., and leases a 100,000 square foot facility at 4 Parham Dr, Boyatt Wood, Eastleigh, U.K., both used for warehousing, distribution, and office space.
Tacx B.V. owns and occupies a 291,000 square foot facility located at De Boeg 2, 2343 MA Oegstgeest, Netherlands.
This facility is used for design and development, manufacturing, and warehousing of indoor training products.
Garmin Wroclaw sp.
z o.o leases a 319,000 square foot facility located at Ul.
Ryszarda Chomicza 2, 55-040 Biskupice Podgórne, Poland.
This facility is used for the manufacturing of certain auto OEM products, as well as distribution of other Garmin products in the region.
Garmin also owns and leases other properties around the world that are not described above and are used for office space, warehousing, and retail.
Item 4. Mine Safety Disclosure
21 rewritten, 21 added, 5 removed, 31 unchanged
Garmin’s executive officers as of February [removed: 21, 2024] [added: 19, 2025] were as follows:
| Dr. Min [added: H.] Kao | Executive Chairman | [removed: 75] [added: 76] |
| Clifton [added: A.] Pemble | President and Chief Executive Officer | [removed: 58] [added: 59] |
| Douglas [added: G.] Boessen | Chief Financial Officer and Treasurer | [removed: 61] [added: 62] |
| [removed: Andrew Etkind] [added: Joshua H. Maxfield] | Vice President, General Counsel and [added: Assistant] Secretary | [removed: 68] [added: 52] |
| Philip [added: I.] Straub | Executive Vice President, Managing Director – Aviation | [removed: 53] [added: 54] |
| Danny [added: J.] Bartel | Vice President, [removed: Worldwide] [added: Global Consumer] Sales | [removed: 74] [added: 75] |
| Sean [added: M.] Biddlecombe | Managing Director, EMEA | [removed: 59] [added: 60] |
| Susan [added: C.] Lyman | Vice President, Global Consumer Marketing | [removed: 58] [added: 59] |
| Laurie [added: A.] Minard | Vice President, Human Resources | [removed: 57] [added: 58] |
| Matthew [added: W.] Munn | [added: Executive] Vice President, Managing Director – Auto OEM | [removed: 62] [added: 63] |
| Wang Cheng-Wei | General [removed: Manager of] [added: Manager,] Garmin Corporation | [removed: 59] [added: 60] |
[removed: Etkind] [added: Maxfield] has served as Vice President, General Counsel and [added: Assistant] Secretary of Garmin Ltd. since [removed: June 2009.][added: July 2024.]
Mr. [removed: Etkind] [added: Maxfield] also serves as a director and officer of various Garmin subsidiaries.
[removed: Patrick Desbois] [added: Straub] has served as Executive Vice President, [removed: Operations] [added: Managing Director - Aviation] of Garmin International, [removed: Inc., a principal subsidiary of Garmin Ltd.,] [added: Inc.] since February 2017.
[removed: Philip Straub] [added: Munn] has served as Executive Vice President, Managing Director [removed: - Aviation] [added: – Auto OEM] of Garmin International, Inc. since [removed: February 2017.][added: July 2024.]
[removed: Danny] Bartel has served as Vice President, Worldwide Sales of Garmin International, Inc. since October 2006.
[removed: Sean] Biddlecombe has served as Managing Director, EMEA for Garmin (Europe) Ltd., a principal subsidiary of Garmin Ltd., since February 2011.
[removed: Susan] Lyman has served as Vice President, Global Consumer Marketing of Garmin International, Inc. since June 2016.
[removed: Laurie] Minard has served as Vice President, Human Resources of Garmin International, Inc. since July 2007.
All executive officers are elected [added: or appointed] annually and hold office until their successors are chosen and qualify or until their removal or resignation.
| Patrick G. Desbois | Co-Chief Operating Officer | 56 |
| Bradley C. Trenkle | Co-Chief Operating Officer | 45 |
| Edward J. Link | Vice President, Information Technology | 62 |
Patrick G.
Desbois has served as co-Chief Operating Officer of Garmin Ltd. since July 2024.
He joined Garmin in November 2011 as Vice President, Executive Office and also served as Executive Vice President, Operations of Garmin International, Inc., a principal subsidiary of Garmin Ltd.
Bradley C.
Trenkle has served as co-Chief Operating Officer of Garmin Ltd. since July 2024.
Since joining Garmin in 2002 as a Software Engineer, he has held various leadership positions at the Company, including Vice President, Outdoor Segment of Garmin International, Inc. Mr. Trenkle also serves as a director and officer of various Garmin subsidiaries.
Joshua H.
Since joining Garmin in August of 2006 as a Senior Staff Attorney, he has held various other positions, including Associate General Counsel-Corporate.
Danny J.
Sean M.
Edward J.
Link has served as Vice President, Information Technology of Garmin International, Inc. since July of 2007.
He joined Garmin in December of 2006 as Director, Information Technology.
Susan C.
Laurie A.
Matthew W.
He joined Garmin in May 2011 as Vice President, Managing Director – Auto OEM.
Philip I.
| Patrick Desbois | Executive Vice President, Operations | 55 |
Andrew R.
He joined Garmin as General Counsel of Garmin International, Inc. in February 1998.
He joined Garmin in November 2011 as Vice President, Executive Office.
Matthew Munn has served as Vice President, Managing Director – Auto OEM of Garmin International, Inc. since joining Garmin in May 2011.
Item 5. Market for the Company’s Common Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 10 added, 12 removed, 17 unchanged
As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 290] [added: 297] shareholders of record.
Share repurchase activity during the 13-week period ended December [removed: 30, 2023,] [added: 28, 2024,] 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 [removed: Plans or Programs] [added: Program] | | |
[removed: (1)] The [removed: Board of Directors approved a share repurchase program on April 22, 2022 (the "2022 Program") that was announced on April 27, 2022, authorizing] [added: 2024 Program authorizes] the Company to purchase up to $300 million of its common shares, exclusive of the cost of any associated excise tax.
Share repurchases may [removed: have been] [added: 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 [removed: were] [added: are] subject to market conditions, business conditions and applicable laws, and [removed: were] [added: are] at management’s discretion.
The [removed: 2022] [added: 2024] Program [removed: did] [added: does] not require the purchase of any minimum number of shares and may [removed: have been] [added: be] suspended or discontinued at any time.
The graph below matches Garmin Ltd.'s cumulative 5-Year total shareholder return on common shares with the cumulative total returns of the [removed: NASDAQ Composite Index, the] S&P 500 [removed: Index,] [added: Index] and the S&P 500 Consumer Discretionary Index.
The graph tracks the performance of a $100 investment in our common shares and in each index (with the reinvestment of all dividends) from December [removed: 29, 2018 (“12/29/18”)] [added: 28, 2019 (“12/28/19”)] to December [removed: 30, 2023 (“12/30/23”).][added: 28, 2024 (“12/28/24”).]
[removed: ][added: ]
| September 29, 2024 - October 26, 2024 | | | 112 | | | $ | 165.82 | | | | 112 | | | $ | 251,610 | |
| October 27, 2024 - November 23, 2024 | | | 24 | | | $ | 189.96 | | | | 24 | | | $ | 247,051 | |
| November 24, 2024 - December 28, 2024 | | | 46 | | | $ | 213.44 | | | | 46 | | | $ | 237,233 | |
| Total | | | 182 | | | | | | | | 182 | | | | | |
(1) The Board of Directors approved a share repurchase program on February 16, 2024 (the "2024 Program"), which was announced on February 21, 2024.
The 2024 Program expires on December 26, 2026.
| | | 12/28/19 | | | | 12/26/20 | | | | 12/25/21 | | | | 12/31/22 | | | | 12/30/23 | | | | 12/28/24 | | |
| Garmin Ltd. | | | 100.00 | | | | 125.14 | | | | 142.59 | | | | 100.81 | | | | 144.25 | | | | 239.08 | |
| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |
| S&P 500 Consumer Discretionary | | | 100.00 | | | | 133.30 | | | | 165.87 | | | | 104.45 | | | | 148.74 | | | | 193.57 | |
| October 1, 2023 - October 28, 2023 | | | 57 | | | $ | 103.17 | | | | 57 | | | $ | 12,230 | |
| October 29, 2023 - November 25, 2023 | | | 30 | | | $ | 116.10 | | | | 30 | | | $ | 8,782 | |
| November 26, 2023 - December 30, 2023 | | | 71 | | | $ | 123.75 | | | | 71 | | | $ | 0 | |
| Total | | | 158 | | | | | | | | 158 | | | | | |
The share repurchase authorization expired on December 29, 2023.
Beginning in fiscal year 2024, the graph will include only the S&P 500 Index and the S&P 500 Consumer Discretionary Index.
Garmin Ltd. believes the S&P 500 Consumer Discretionary Index is more relevant than the NASAQ Composite Index as the published industry index following the transfer of Garmin Ltd.’s stock listing from the Nasdaq Stock Market to the New York Stock Exchange.
| | | 12/29/18 | | | | 12/28/19 | | | | 12/26/20 | | | | 12/25/21 | | | | 12/31/22 | | | | 12/30/23 | | |
| Garmin Ltd. | | | 100.00 | | | | 160.96 | | | | 201.42 | | | | 229.51 | | | | 162.26 | | | | 232.18 | |
| NASDAQ Composite | | | 100.00 | | | | 136.69 | | | | 198.10 | | | | 242.03 | | | | 163.28 | | | | 236.17 | |
| S&P 500 | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |
| S&P 500 Consumer Discretionary | | | 100.00 | | | | 127.94 | | | | 170.54 | | | | 212.21 | | | | 133.63 | | | | 190.29 | |
Item 8. Financial Statements and Supplementary Data
328 rewritten, 93 added, 81 removed, 615 unchanged
Years Ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and December [removed: 25, 2021][added: 31, 2022]
| [Consolidated Statements of Income for the Years Ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and December [removed: 25, 2021](#consolidated_statements_income)] [added: 31, 2022](#consolidated_statements_income)] | 46 |
| [Consolidated Statements of Comprehensive Income for the Years Ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and December [removed: 25, 2021](#consolidated_statements_comprehensive_in)] [added: 31, 2022](#consolidated_statements_comprehensive_in)] | 47 |
| [Consolidated Balance Sheets at December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022](#consolidated_statements_balance_sheet)] [added: 30, 2023](#consolidated_statements_balance_sheet)] | 48 |
| [Consolidated Statements of Cash Flows for the Years Ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and December [removed: 25, 2021](#consolidated_statements_cash_flows)] [added: 31, 2022](#consolidated_statements_cash_flows)] | 49 |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and December [removed: 25, 2021](#consolidated_statements_stockholders_equ)] [added: 31, 2022](#consolidated_statements_stockholders_equ)] | 51 |
We have audited the accompanying consolidated balance sheets of Garmin Ltd. and Subsidiaries (the Company) as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 21, 2024,] [added: 19, 2025,] expressed an unqualified opinion thereon.
| *Description of the Matter* | The Company accounts for uncertainty in income taxes in accordance with the FASB ASC 740 topic, *Income Taxes*. The Company operates in a multinational tax environment and is subject to tax laws, regulations and guidelines for intercompany transactions that have transfer pricing subjectivity. The Company uses significant judgment to evaluate uncertain tax positions and determine whether the threshold for recognition has been met and to measure the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. As discussed in Note 5 to the consolidated financial statements, the Company’s balance of gross unrecognized income tax benefits was [removed: $14] [added: $5.3] million at December [removed: 30, 2023,] [added: 28, 2024,] primarily related to transfer pricing positions. Auditing management’s assessment and measurement of material tax positions is complex and involved especially subjective and complex judgments. 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 [removed: 30, 2023] [added: 28, 2024] | | | | December [removed: 31, 2022] [added: 30, 2023] | | | | December [removed: 25, 2021] [added: 31, 2022] | | |
| Net sales | | $ | [removed: 5,228,252] [added: 6,296,903] | | | $ | [removed: 4,860,286] [added: 5,228,252] | | | $ | [removed: 4,982,795] [added: 4,860,286] | |
| Cost of goods sold | | | [removed: 2,223,297] [added: 2,600,348] | | | | [removed: 2,053,511] [added: 2,223,297] | | | | [removed: 2,092,336] [added: 2,053,511] | |
| Gross profit | | | [removed: 3,004,955] [added: 3,696,555] | | | | [removed: 2,806,775] [added: 3,004,955] | | | | [removed: 2,890,459] [added: 2,806,775] | |
| Research and development expense | | | [removed: 904,696] [added: 993,601] | | | | [removed: 834,927] [added: 904,696] | | | | [removed: 778,750] [added: 834,927] | |
| Total operating expense | | | [removed: 1,912,795] [added: 2,102,561] | | | | [removed: 1,778,930] [added: 1,912,795] | | | | [removed: 1,671,839] [added: 1,778,930] | |
| Operating income | | | [removed: 1,092,160] [added: 1,593,994] | | | | [removed: 1,027,845] [added: 1,092,160] | | | | [removed: 1,218,620] [added: 1,027,845] | |
| Interest income | | | [removed: 77,302] [added: 113,520] | | | | [removed: 40,826] [added: 77,302] | | | | [removed: 28,573] [added: 40,826] | |
| Foreign currency [removed: gains] (losses) [added: gains] | | | [removed: 26,434] [added: (20,599] | [added: )] | | | [removed: (11,274] [added: 26,434] | [removed: )] | | | [removed: (45,263] [added: (11,274] | ) |
| Other income | | | [removed: 4,460] [added: 8,486] | | | | [removed: 7,577] [added: 4,460] | | | | [removed: 4,866] [added: 7,577] | |
| Total other income (expense) | | | [removed: 108,196] [added: 101,407] | | | | [removed: 37,129] [added: 108,196] | | | | [removed: (11,824] [added: 37,129] | [removed: )] |
| Income before income taxes | | | [removed: 1,200,356] [added: 1,695,401] | | | | [removed: 1,064,974] [added: 1,200,356] | | | | [removed: 1,206,796] [added: 1,064,974] | |
| Current | | | [removed: 250,446] [added: 373,608] | | | | [removed: 233,844] [added: 250,446] | | | | [removed: 130,040] [added: 233,844] | |
| Deferred | | | [removed: (339,726] [added: (89,643] | ) | | | [removed: (142,455] [added: (339,726] | ) | | | [removed: (5,444] [added: (142,455] | ) |
| Total income tax provision (benefit) | | | [removed: (89,280] [added: 283,965] | [removed: )] | | | [removed: 91,389] [added: (89,280] | [added: )] | | | [removed: 124,596] [added: 91,389] | |
| Net income | | $ | [removed: 1,289,636] [added: 1,411,436] | | | $ | [removed: 973,585] [added: 1,289,636] | | | $ | [removed: 1,082,200] [added: 973,585] | |
| Basic net income per share | | $ | [removed: 6.74] [added: 7.35] | | | $ | [removed: 5.06] [added: 6.74] | | | $ | [removed: 5.63] [added: 5.06] | |
| Diluted net income per share | | $ | [removed: 6.71] [added: 7.30] | | | $ | [removed: 5.04] [added: 6.71] | | | $ | [removed: 5.61] [added: 5.04] | |
| Foreign currency translation adjustment | | | [removed: 14,473] [added: (105,358] | [added: )] | | | [removed: (149,396] [added: 14,473] | [removed: )] | | | [removed: (39,538] [added: (149,396] | ) |
| Change in fair value of available-for-sale marketable securities, net of deferred taxes | | | [removed: 34,446] [added: 23,734] | | | | [removed: (82,972] [added: 34,446] | [removed: )] | | | [removed: (26,054] [added: (82,972] | ) |
| Comprehensive income | | $ | [removed: 1,338,555] [added: 1,329,812] | | | $ | [removed: 741,217] [added: 1,338,555] | | | $ | [removed: 1,016,608] [added: 741,217] | |
| | | December [added: 28, 2024 | | | | December] 30, 2023 | | | | December 31, 2022 | | |
| Cash and cash equivalents | | $ | [removed: 1,693,452] [added: 2,079,468] | | | $ | [removed: 1,279,194] [added: 1,693,452] | |
| Marketable securities | | | [removed: 274,618] [added: 421,270] | | | | [removed: 173,288] [added: 274,618] | |
| Accounts receivable, less allowance for doubtful accounts of [removed: $7,152] [added: $8,644] in [removed: 2023] [added: 2024] and [removed: $5,098] [added: $7,152] in [removed: 2022] [added: 2023] | | | [removed: 815,243] [added: 983,404] | | | | [removed: 656,847] [added: 815,243] | |
| Inventories | | | [removed: 1,345,955] [added: 1,473,978] | | | | [removed: 1,515,045] [added: 1,345,955] | |
| Deferred costs | | | [removed: 16,316] [added: 24,040] | | | | [removed: 14,862] [added: 16,316] | |
| Prepaid expenses and other current assets | | | [removed: 318,556] [added: 353,993] | | | | [removed: 315,915] [added: 318,556] | |
| Total current assets | | | [removed: 4,464,140] [added: 5,336,153] | | | | [removed: 3,955,151] [added: 4,464,140] | |
| Property and equipment, net | | | [removed: 1,224,097] [added: 1,236,884] | | | | [removed: 1,147,005] [added: 1,224,097] | |
February 19, 2025
| Selling, general and administrative expenses | | | 1,108,960 | | | | 1,008,099 | | | | 944,003 | |
| Net income | | $ | 1,411,436 | | | $ | 1,289,636 | | | $ | 973,585 | |
| Other intangible assets, net | | | 154,163 | | | | 181,145 | |
| Net income | | $ | 1,411,436 | | | $ | 1,289,636 | | | $ | 973,585 | |
| Other investing activities, net | | | 15,034 | | | | (1,286 | ) | | | 495 | |
| Net income | | | — | | | | — | | | | — | | | | 1,411,436 | | | | — | | | | 1,411,436 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 1,329,812 | |
| Dividends | | | — | | | | — | | | | — | | | | (576,706 | ) | | | — | | | | (576,706 | ) |
| Purchase of treasury shares under share repurchase plan, including any associated excise tax | | | — | | | | — | | | | (61,776 | ) | | | — | | | | — | | | | (61,776 | ) |
| Cancellation of treasury shares | | | (98 | ) | | | — | | | | 99,173 | | | | (99,075 | ) | | | — | | | | — | |
| Balance at December 28, 2024 | | $ | 19,490 | | | $ | 2,247,484 | | | $ | (270,521 | ) | | $ | 5,999,183 | | | $ | (147,238 | ) | | $ | 7,848,398 | |
December 28, 2024 and December 30, 2023
In the first quarter of fiscal 2024, the Company changed the presentation of operating expense to include advertising expense within selling, general and administrative expenses on the Company's consolidated statements of income, which management believes to be a more meaningful presentation.
| | | December 28, 2024 | | | | December 30, 2023 | | |
| Acquisitions | | | — | | | | — | | | | — | | | | 12,281 | | | | — | | | | 12,281 | |
| Goodwill balance as of December 28, 2024 | | $ | 238,963 | | | $ | 176,997 | | | $ | 60,347 | | | $ | 127,640 | | | $ | — | | | $ | 603,947 | |
In the next five years, the amortization expense is estimated to be $31,243, $28,346, $24,143, $19,615, and $16,570, respectively.
ASU 2023-07 requires the Company to disclose additional information about certain significant segment expenses, as well as how the Company’s chief operating decision maker (CODM) uses segment profit or loss information in assessing segment performance and deciding how to allocate resources.
The Company adopted the new standard beginning with fiscal year 2024 annual reporting using a retrospective transition method.
See Note 11 of the Notes to Consolidated Financial Statements.
*Disaggregation of Income Statement Expenses*
In November 2024, FASB issued Accounting Standards Update No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included in the expense captions on the face of the statements of income, on an interim and annual basis.
The amendments may be applied using either a prospective or retrospective approach.
ASU 2023-09 will require the Company to disclose specified additional information in its income tax rate reconciliation, provide additional information for certain reconciling items, and disaggregate its disclosure of income taxes paid by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.
The amendments may be applied using either a prospective or retrospective approach.
| Net sales | | $ | 6,296,903 | | | $ | 5,228,252 | | | $ | 4,860,286 | |
| | | December 28, 2024 | | | | | | | | December 30, 2023 | | | | | | |
| | | December 28, 2024 | | | | December 30, 2023 | | | | December 31, 2022 | | |
| Basic net income per share | | $ | 7.35 | | | $ | 6.74 | | | $ | 5.06 | |
| Diluted net income per share | | $ | 7.30 | | | $ | 6.71 | | | $ | 5.04 | |
| Agency securities | | Level 2 | | | 42,236 | | | | 38 | | | | (477 | ) | | | 41,797 | |
| Corporate debt securities | | Level 2 | | | 1,281,981 | | | | 1,498 | | | | (23,837 | ) | | | 1,259,642 | |
| Municipal securities | | Level 2 | | | 281,295 | | | | 21 | | | | (9,907 | ) | | | 271,409 | |
| Other | | Level 2 | | | 2,683 | | | | 1 | | | | (93 | ) | | | 2,591 | |
| Total | | | | $ | 1,656,724 | | | $ | 1,566 | | | $ | (38,689 | ) | | $ | 1,619,601 | |
| | | As of December 28, 2024 | | | | | | | | | | | | | | | | | | | | | | |
| Agency securities | | $ | (125 | ) | | $ | 24,153 | | | $ | (352 | ) | | $ | 6,647 | | | $ | (477 | ) | | $ | 30,800 | |
| Mortgage-backed securities | | | (137 | ) | | | 9,803 | | | | (4,238 | ) | | | 29,421 | | | | (4,375 | ) | | | 39,224 | |
| Corporate debt securities | | | (4,503 | ) | | | 350,289 | | | | (19,334 | ) | | | 667,176 | | | | (23,837 | ) | | | 1,017,465 | |
February 21, 2024
| Advertising expense | | | 173,109 | | | | 168,040 | | | | 171,829 | |
| Selling, general and administrative expenses | | | 834,990 | | | | 775,963 | | | | 721,260 | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other intangible assets, net | | | 186,601 | | | | 178,461 | |
| Proceeds from sale of property and equipment | | | 218 | | | | 2,402 | | | | 35 | |
| Purchase of intangible assets | | | (1,504 | ) | | | (1,907 | ) | | | (1,942 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 26, 2020 | | $ | 17,979 | | | $ | 1,880,354 | | | $ | (320,016 | ) | | $ | 3,754,372 | | | $ | 183,427 | | | $ | 5,516,116 | |
| Net income | | | — | | | | — | | | | — | | | | 1,082,200 | | | | — | | | | 1,082,200 | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 1,016,608 | |
| Dividends | | | — | | | | — | | | | — | | | | (515,835 | ) | | | — | | | | (515,835 | ) |
Many of GEL’s sales are to other Company-owned distributors in the EMEA region.
The Company announced an organization realignment in January 2023, which combined the consumer auto operating segment with the outdoor operating segment.
Amazon.com, Inc. and its affiliates (Amazon), a customer of the fitness, outdoor, marine, and consumer auto segments, was the Company's largest customer and accounted for approximately 10% of its 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.
| Goodwill balance as of December 25, 2021 | | $ | 255,872 | | | $ | 178,955 | | | $ | 60,347 | | | $ | 79,906 | | | $ | — | | | $ | 575,080 | |
| Acquisitions | | | — | | | | 2,518 | | | | — | | | | 7,340 | | | | — | | | | 9,858 | |
In the next five years, the amortization expense is estimated to be $30,839, $27,629, $24,425, $20,578, and $15,496, respectively.
There are no recently adopted accounting standards that have a material impact on the Company’s consolidated financial statements, accounting policies, processes, or systems.
Early adoption is permitted.
The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.
| Agency securities | | Level 2 | | | 7,000 | | | | — | | | | (786 | ) | | | 6,214 | |
| 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 | |
| U.S. Treasury securities | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Agency securities | | | — | | | | — | | | | (786 | ) | | | 6,214 | | | | (786 | ) | | | 6,214 | |
| Mortgage-backed securities | | | (1,900 | ) | | | 23,229 | | | | (2,625 | ) | | | 17,619 | | | | (4,525 | ) | | | 40,848 | |
| Corporate debt securities | | | (26,680 | ) | | | 508,956 | | | | (51,122 | ) | | | 498,834 | | | | (77,802 | ) | | | 1,007,790 | |
| Municipal securities | | | (2,136 | ) | | | 69,017 | | | | (26,725 | ) | | | 225,679 | | | | (28,861 | ) | | | 294,696 | |
| Other | | | — | | | | — | | | | (2,154 | ) | | | 8,067 | | | | (2,154 | ) | | | 8,067 | |
| Total | | $ | (30,716 | ) | | $ | 601,202 | | | $ | (83,412 | ) | | $ | 756,413 | | | $ | (114,128 | ) | | $ | 1,357,615 | |
| Due in one year or less | | $ | 279,137 | | | $ | 274,618 | |
| Total | | $ | 1,468,240 | | | $ | 1,399,809 | |
| | | $ | 873,213 | | | $ | 525,846 | |
| | | $ | 233,260 | | | $ | 214,740 | |
Deferred taxes related to intangible assets increased by $164,798 as of December 30, 2023 as compared to December 31, 2022, primarily related to the revaluation of Switzerland deferred tax assets recognized in the fourth quarter of 2023.
An excerpt. Shown here: 40 of 328 rewritten, 40 of 93 added and 40 of 81 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
7 rewritten, 1 added, 6 removed, 30 unchanged
Management of the Company assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 30, 2023.][added: 28, 2024.]
Based on such assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December [removed: 30, 2023.][added: 28, 2024.]
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, issued an attestation report on management’s effectiveness of the Company’s internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] as stated in their report which is included herein.
We have audited Garmin Ltd. and Subsidiaries’ [added: (the Company)] internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] (the COSO criteria).
In our opinion, [removed: Garmin Ltd. and Subsidiaries] [added: the Company] maintained, in all material respects, effective internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] 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 [removed: Garmin Ltd and Subsidiaries] [added: the Company] as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] and the related notes and our report dated February [removed: 21, 2024] [added: 19, 2025] expressed an unqualified opinion thereon.
There were no changes in our internal control over financial reporting during the quarter ended December [removed: 30, 2023] [added: 28, 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
February 19, 2025
We acquired JL Audio on September 19, 2023, and are in the process of integrating the acquired business into our overall internal control over financial reporting process.
As permitted under applicable regulations, we have excluded it from our assessment of the effectiveness of internal control over financial reporting as of December 30, 2023.
Net sales and total assets (excluding the operating lease right-of-use assets, net identifiable intangible assets, and goodwill) of JL Audio represent 0.8% and 1.1%, respectively, of the related consolidated financial statement amounts for the year ended and as of December 30, 2023.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of JL Audio, which was acquired on September 19, 2023 and is included in the 2023 consolidated financial statements of the Company and constituted 1.1% of total assets (excluding the operating lease right-of-use assets, net identifiable intangible assets, and goodwill), as of December 30, 2023 and 0.8% of net sales, for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of JL Audio.
February 21, 2024
Item 9B. Other Information
3 rewritten, 0 added, 2 removed, 1 unchanged
During the 13-week period ended December [removed: 30, 2023,] [added: 28, 2024,] no directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:
On November [removed: 7, 2023, Douglas Boessen, Chief Financial Officer and Treasurer,] [added: 27, 2024, Patrick Desbois, Co-Chief Operating Officer,] adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the potential sale of up to [removed: 7,617] [added: 6,911] shares of our common shares, subject to certain conditions.
The first trade date will not occur until February [removed: 27, 2024] [added: 26, 2025] at the earliest, and the plan's maximum duration is until [removed: February 20,] [added: May 26,] 2025.
On December 1, 2023, a trust, of which Jonathan Burrell, a Director of the Company, is a co-trustee, adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the potential sale of up to 150,000 shares of our common shares, subject to certain conditions.
The first trade date will not occur until February 29, 2024 at the earliest, and the plan's maximum duration is until December 31, 2024.
Item 10. Directors, Executive Officers and Corporate Governance
4 rewritten, 9 added, 3 removed, 20 unchanged
Garmin’s definitive proxy statement in connection with its annual meeting of shareholders scheduled for June [removed: 7, 2024] [added: 6, 2025] (the “Proxy Statement”) will be filed with the Securities and Exchange Commission no later than 120 days after December [removed: 30, 2023.][added: 28, 2024.]
The information set forth in response to Item 401 of Regulation S-K under the headings “Proposal 5 – Re-election of [removed: five directors and election of one new director”] [added: six directors”] in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 10.
Mr. [removed: Peffer] [added: Hartnett] serves as the Chairman of the Audit Committee.
Garmin’s Board of Directors has determined that Mr. Hartnett, Ms. Lewis, and [removed: Mr. Peffer] [added: Ms. Ball] are “audit committee financial experts” as defined by the SEC regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002.
Hartnett, Catherine A.
Lewis, and Susan M.
Ball.
(f)
Insider Trading Policy
The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company’s directors, officers, employees, and other covered persons.
The Company has also implemented procedures for the repurchase of its securities.
The Company believes its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange.
A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Hartnett, Charles W.
Peffer and Catherine A.
Lewis.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 2 unchanged
The information set forth in response to Item 407(e)(4) of Regulation S-K under the heading “Compensation Committee Interlocks and Insider [removed: Participation; Certain Relationships”] [added: Participation”] in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 rewritten, 2 added, 2 removed, 9 unchanged
The following table gives information as of December [removed: 30, 2023] [added: 28, 2024] about the Garmin common shares that may be issued under all of the Company’s existing equity compensation plans, as adjusted for stock splits.
Table consists of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on [removed: June 9, 2023,] [added: October 25, 2024,] the Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on June 9, 2023, and the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on June 9, 2023.
| Equity compensation plans approved by shareholders | | | 1,766,108 | | | N/A | | | 7,099,267 | |
| Total | | | 1,766,108 | | | N/A | | | 7,099,267 | |
| Equity compensation plans approved by shareholders | | | 1,685,597 | | | N/A | | | 3,468,137 | |
| Total | | | 1,685,597 | | | N/A | | | 3,468,137 | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
2 rewritten, 0 added, 0 removed, 0 unchanged
The information set forth in response to Item 404 of Regulation S-K under the [removed: headings “Proposal 5 – Re-election of five directors and election of one new director” and “Compensation Committee Interlocks] [added: heading “Related Person Policy] and [removed: Insider Participation; Certain Relationships”] [added: Transactions”] in the Proxy Statement is incorporated herein by reference in partial response to this Item 13.
The information set forth in response to Item 407(a) of Regulation S-K under the heading [removed: “Proposal 5 – Re-election of five directors and election of one new director”] [added: “Board Independence”] in the Proxy Statement is hereby incorporated herein by reference in partial response to this Item 13.
Item 15. Exhibits and Financial Statement Schedules
23 rewritten, 18 added, 0 removed, 51 unchanged
| 3.1 | | [Articles of Association of Garmin Ltd., as amended and restated on June [removed: 9, 2023] [added: 7, 2024] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] of the Registrant’s Current Report on Form 8-K filed on June [removed: 12, 2023).](https://www.sec.gov/Archives/edgar/data/1121788/000095017023027520/grmn-ex10_3.htm)] [added: 11, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024071684/grmn-ex10_2.htm)] |
| 4.1‡ | | [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/1121788/000095017024017559/grmn-ex4_1.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex4_1.htm)] |
| [removed: 10.2*] [added: 10.3*] | | [Garmin Ltd. [removed: 2005] [added: 2011 Non-Employee Directors’] Equity Incentive Plan, as amended and restated on June [removed: 7, 2019] [added: 9, 2023] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: August 2, 2023).](https://www.sec.gov/Archives/edgar/data/1121788/000121390019010354/f8k060719ex10-1_garmin.htm)] [added: June 12, 2023).](https://www.sec.gov/Archives/edgar/data/1121788/000095017023027520/grmn-ex10_2.htm)] |
| [removed: 10.3*] [added: 10.22*] | | [removed: [Garmin] [added: [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin] Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019 (incorporated by reference to Exhibit [removed: 10.2] [added: 10.64] of the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: June 12, 2023).](https://www.sec.gov/Archives/edgar/data/1121788/000095017023027520/grmn-ex10_2.htm)] [added: February 20, 2019).](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm)] |
| [removed: 10.4*] [added: 10.5*] | | [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: 10.5*] [added: 10.10*] | | [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: 10.6*] [added: 10.9*] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. [removed: 2011 Non-Employee Directors’] [added: 2005] Equity Incentive Plan, [removed: as amended] [added: for non-Swiss] and [removed: restated on February 15, 2019] [added: non-Canadian grantees] (incorporated by reference to Exhibit [removed: 10.64] [added: 10.16] of the Registrant’s Annual Report on Form 10-K filed on February [removed: 20, 2019)](https://www.sec.gov/Archives/edgar/data/1121788/000161577419002739/s116041_ex10-64.htm).] [added: 21, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex10_16.htm)] |
| [removed: 10.8*] [added: 10.23*] | | [Form of Director and Officer Indemnification Agreement entered into between Garmin Ltd. and each of its Directors and Executive Officers (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 8, 2014).](https://www.sec.gov/Archives/edgar/data/1121788/000114420414047956/v385950_ex10-1.htm) |
| [removed: 10.9*] [added: 10.18*] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for awards of performance-based and time-based vesting restricted stock unit awards to Swiss grantees who are executive officers (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 26, 2020).](https://www.sec.gov/Archives/edgar/data/1121788/000121390020004768/f8k022420ex10-1_garmin.htm) |
| [removed: 10.10*] [added: 10.12*] | | [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) |
| [removed: 10.11*] [added: 10.14*] | | [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) |
| [removed: 10.12*] [added: 10.16*] | | [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) |
| [removed: 10.13*] [added: 10.20*] | | [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) |
| [removed: 10.14*‡] [added: 10.19*] | | [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 [removed: officers.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex10_14.htm)] [added: officers (incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex10_14.htm)] |
| [removed: 10.15*‡] [added: 10.21*] | | [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 [removed: officers.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex10_15.htm)] [added: officers (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex10_15.htm)] |
| [removed: 10.16*‡] [added: 10.8*] | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss and non-Canadian [removed: grantees.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex10_16.htm)] [added: grantees (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_4.htm)] |
| 21.1‡ | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex21_1.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex21_1.htm)] |
| 23.1‡ | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex23_1.htm)] |
| 31.1‡ | | [Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex31_1.htm)] |
| 31.2‡ | | [Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex31_2.htm)] |
| 32.1† | | [Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex32_1.htm)] |
| 32.2† | | [Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex32_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex32_2.htm)] |
| 97.1‡ | | [Garmin Ltd. Incentive Compensation Recovery [removed: Policy](https://www.sec.gov/Archives/edgar/data/1121788/000095017024017559/grmn-ex97_1.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex97_1.htm)] |
| 10.2* | | [Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_1.htm) |
| 10.4* | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss grantees (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_2.htm) |
| 10.6* | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Canadian grantees (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_3.htm) |
| 10.11* | | [Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for awards of performance-based and time-based vesting restricted stock unit awards to non-Swiss and non-Canadian grantees who are executive officers (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_5.htm) |
| 10.13* | | [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 10.6 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_6.htm) |
| 10.15* | | [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 10.7 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_7.htm) |
| 10.17* | | [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 10.8 to the Company's Form 10-Q filed on October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1121788/000095017024118582/grmn-ex10_8.htm) |
| --- | --- | --- |
| 19.1‡ | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1121788/000095017025022760/grmn-ex19_1.htm) |
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Item 16. Form 10-K Summary
6 rewritten, 4 added, 4 removed, 30 unchanged
Dated: February [removed: 21, 2024][added: 19, 2025]
Boessen and [removed: Andrew R.][added: Joshua H.]
[removed: Etkind,] [added: Maxfield,] and each of them, as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 21, 2024.][added: 19, 2025.]
| /s/ [removed: Joseph J. Hartnett | | /s/] Catherine A. Lewis | [added: | |]
| [removed: Joseph J. Hartnett | |] Catherine A. Lewis | [added: | |]
| /s/ Min H. Kao | | /s/ Susan M. Ball |
| Min H. Kao | | Susan M. Ball |
| /s/ Jonathan C. Burrell | | /s/ Joseph J. Hartnett |
| Jonathan C. Burrell | | Joseph J. Hartnett |
| /s/ Min H. Kao | | /s/ Jonathan C. Burrell |
| Min H. Kao | | Jonathan C. Burrell |
| /s/ Charles W. Peffer | | |
| Charles W. Peffer | | |