Garmin 10-Q 2024-09-28

Filed 2024-10-30. 8 sections, 110K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-41118

GARMIN LTD**.**

(Exact name of Company as specified in its charter)

Switzerland98-0229227
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)identification no.)
Mühlentalstrasse 2
8200 Schaffhausen
SwitzerlandN/A
(Address of principal executive offices)(Zip Code)

Company’s telephone number, including area code: +41 52 630 1600

Securities registered pursuant to Section 12(b) of the Act:

Registered Shares, $0.10 Per Share Par ValueGRMNNew York Stock Exchange
(Title of each class)(Trading Symbol)(Name of each exchange on which registered)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☑Accelerated Filer☐
Non-accelerated Filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐ NO ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☑

Number of shares outstanding of the registrant’s common shares as of October 25, 2024

Registered Shares, $0.10 par value: 192,024,969 (excluding treasury shares)

Garmin Ltd.

Form 10-Q

Quarter Ended September 28, 2024

Table of Contents

Page
Part I - Financial Information1
Item 1.Condensed Consolidated Financial Statements1
Condensed Consolidated Statements of Income for the 13-Weeks and 39-Weeks ended September 28, 2024 and September 30, 2023 (Unaudited)1
Condensed Consolidated Statements of Comprehensive Income for the 13-Weeks and 39-Weeks ended September 28, 2024 and September 30, 2023 (Unaudited)2
Condensed Consolidated Balance Sheets at September 28, 2024 and December 30, 2023 (Unaudited)3
Condensed Consolidated Statements of Cash Flows for the 39-Weeks ended September 28, 2024 and September 30, 2023 (Unaudited)4
Condensed Consolidated Statements of Stockholders’ Equity for the 13-Weeks and 39-Weeks ended September 28, 2024 and September 30, 2023 (Unaudited)5
Notes to Condensed Consolidated Financial Statements (Unaudited)7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 3.Quantitative and Qualitative Disclosures About Market Risk23
Item 4.Controls and Procedures23
Part II - Other Information24
Item 1.Legal Proceedings24
Item 1A.Risk Factors24
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds24
Item 3.Defaults Upon Senior Securities24
Item 4.Mine Safety Disclosures24
Item 5.Other Information25
Item 6.Exhibits26
Signature Page27

i

Part I - Financial Information

Item I - Condensed Consolidated Financial Statements

Garmin Ltd. and Subsidiaries

Condensed Consolidated State****ments of Income (Unaudited)

(In thousands, except per share information)

13-Weeks Ended39-Weeks Ended
September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Net sales$1,586,022$1,277,531$4,474,342$3,745,751
Cost of goods sold634,423548,9621,857,7121,604,945
Gross profit951,599728,5692,616,6302,140,806
Research and development expense249,162221,572734,848667,451
Selling, general and administrative expenses264,962236,628803,869721,649
Total operating expense514,124458,2001,538,7171,389,100
Operating income437,475270,3691,077,913751,706
Other income (expense):
Interest income28,83019,80383,14354,461
Foreign currency gains (losses)18,131(11,539)15,5846,946
Other income1,8149382,6234,206
Total other income (expense)48,7759,202101,35065

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion set forth below, as well as other portions of this Quarterly Report on Form 10-Q, contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by management, as of the date of this Quarterly Report on Form 10-Q, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such words as "future", "expects", "anticipates", "believes", “estimates”, “would”, “could”, “can”, “may,” or other similar words or other comparable terms. If any of the Company’s assumptions prove incorrect or should unanticipated circumstances arise, actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in Part II, Item 1A of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statement concerning the Company. These forward-looking statements are made as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements in this Quarterly Report on Form 10-Q to reflect future events or developments, except as required by law.

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023. Unless the context otherwise requires, references in this document to "we", "us", "our", the "Company" and similar terms refer to Garmin Ltd. and its subsidiaries.

Unless otherwise indicated, amounts set forth in the discussion below are in thousands.

Company Overview

The Company is a leading worldwide provider of wireless devices, many of which feature Global Positioning System (GPS) navigation, and applications that are designed for people who live an active lifestyle. We are organized in the five operating segments of fitness, outdoor, aviation, marine, and auto OEM. Our products are sold through a variety of indirect distribution channels, including a large worldwide network of independent retailers, dealers, distributors, installation and repair shops, and original equipment manufacturers (OEMs). We also sell our products and services directly through our online webshop (garmin.com), subscriptions for connected services, and our own retail stores.

Results of Operations

As indicated in Note 1 to the Condensed Consolidated Financial Statements, 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 condensed consolidated statements of income, which management believes to be a more meaningful presentation.

This change in presentation had no effect on the Company's consolidated operating or net income. The amounts presented below for selling, general and administrative expenses for the 13-week and 39-week periods ended September 30, 2023 have been recast to conform with the current period presentation.

Comparison of 13-Weeks Ended September 28, 2024 and September 30, 2023

Net Sales

Net Sales13-Weeks Ended September 28, 2024Year-over-Year Change13-Weeks Ended September 30, 2023
Fitness$463,88731%$352,976
Percentage of Total Net Sales29%27%
Outdoor526,55121%433,997
Percentage of Total Net Sales33%34%
Aviation204,6313%198,160
Percentage of Total Net Sales13%16%
Marine222,24422%182,248
Percentage of Total Net Sales14%14%
Auto OEM168,70953%110,150
Percentage of Total Net Sales11%9%
Total$1,586,02224%$1,277,531

Net sales increased 24% for the 13-week period ended September 28, 2024 when compared to the year-ago quarter. Total unit sales in the third quarter of 2024 increased to 4,620 when compared to total unit sales of 3,997 in the third quarter of 2023, which differs from the percent increase in revenue primarily due to shifts in segment and product mix. Outdoor was the largest portion of our revenue mix at 33% in the third quarter of 2024 compared to 34% in the third quarter of 2023.

The increase in fitness revenue was driven by sales growth across all categories, led by strong demand for wearables. Outdoor revenue increased primarily due to sales growth in adventure watches. The increase in aviation revenue was driven by sales growth in aftermarket product categories. The increase in marine revenue was primarily driven by contributions from the Company's acquisition of JL Audio. Auto OEM revenue increased primarily due to growth in domain controllers.

Gross Profit

Gross Profit13-Weeks Ended September 28, 2024Year-over-Year Change13-Weeks Ended September 30, 2023
Fitness$283,32549%$190,685
Percentage of Segment Net Sales61%54%
Outdoor358,69332%270,774
Percentage of Segment Net Sales68%62%
Aviation154,1384%148,364
Percentage of Segment Net Sales75%75%
Marine122,43329%95,186
Percentage of Segment Net Sales55%52%
Auto OEM33,01040%23,560
Percentage of Segment Net Sales20%21%
Total$951,59931%$728,569
Percentage of Total Net Sales60%57%

Gross profit dollars in the third quarter of 2024 increased 31%, primarily due to the increase in net sales when compared to the year-ago quarter, as described above. Consolidated gross margin increased 300 basis points when compared to the year-ago quarter primarily due to lower costs of goods and favorable product mix within certain segments, partially offset by unfavorable segment mix.

The fitness, outdoor, and marine gross margin increases of 710 basis points, 570 basis points, and 290 basis points, respectively, were primarily attributable to lower costs of goods and favorable product mix. The aviation gross margin was relatively flat when compared to the year-ago quarter. The auto OEM gross margin decrease of 180 basis points was primarily attributable to unfavorable product mix.

Operating Expense

Operating Expense13-Weeks Ended September 28, 2024Year-over-Year Change13-Weeks Ended September 30, 2023
Research and development expense249,16212%221,572
Percentage of Total Net Sales16%17%
Selling, general and administrative expenses264,96212%236,628
Percentage of Total Net Sales17%19%
Total$514,12412%$458,200
Percentage of Total Net Sales32%36%

Total operating expense in the third quarter of 2024 increased 12% in absolute dollars and decreased 350 basis points as a percent of revenue when compared to the year-ago quarter.

Research and development expense increased 12% in absolute dollars and decreased 160 basis points as a percent of revenue when compared to the year-ago quarter. The absolute dollar expense increase was primarily due to higher engineering personnel costs.

Selling, general and administrative expenses increased 12% in absolute dollars and decreased 180 basis points when compared to the year-ago quarter. The absolute dollar expense increase was primarily attributable to increased personnel-related expenses.

Operating Income

Operating Income (Loss)13-Weeks Ended September 28, 2024Year-over-Year Change13-Weeks Ended September 30, 2023
Fitness$147,76898%$74,614
Percentage of Segment Net Sales32%21%
Outdoor208,86653%136,401
Percentage of Segment Net Sales40%31%
Aviation44,278(10%)49,269
Percentage of Segment Net Sales22%25%
Marine37,83959%23,850
Percentage of Segment Net Sales17%13%
Auto OEM(1,276)(91%)(13,765)
Percentage of Segment Net Sales(1%)(12%)
Total$437,47562%$270,369
Percentage of Total Net Sales28%21%

Total operating income in the third quarter of 2024 increased 62% in absolute dollars and increased 640 basis points as a percent of revenue when compared to the year-ago quarter. The increase in operating income as a percent of revenue was driven by 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.

Other Income (Expense)

Other Income (Expense)13-Weeks Ended September 28, 202413-Weeks Ended September 30, 2023
Interest income$28,830$19,803
Foreign currency gains (losses)18,131(11,539)
Other income1,814938
Total$48,775$9,202

The average interest rate return on cash and investments during the third quarter of 2024 was 3.3%, compared to 2.8% during the same quarter of 2023.

Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.

The $18.1 million currency gain recognized in the third quarter of 2024 was primarily due to the U.S. Dollar weakening against the British Pound Sterling, Euro, and Polish Zloty, partially offset by the U.S. Dollar weakening against the Taiwan Dollar, within the 13-week period ended September 28, 2024. During this period, the U.S. Dollar weakened 3.7% against the British Pound Sterling, 4.2% against the Euro, and 5.3% against the Polish Zloty, resulting in gains of $3.2 million, $8.9 million, and $9.3 million, respectively, while the U.S. Dollar weakened 2.9% against the Taiwan Dollar, resulting in a loss of $10.4 million. The remaining net currency gain of $7.1 million was related to the impacts of other currencies, each of which was individually immaterial.

The $11.5 million currency loss recognized in the third quarter of 2023 was primarily due to the U.S. Dollar strengthening against the Polish Zloty, Australian Dollar, and British Pound Sterling, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar within the 13-week period ended September 30, 2023. During this period, the U.S. Dollar strengthened 6.8% against the Polish Zloty, 2.9% against the Australian Dollar, and 4.0% against the British Pound Sterling, resulting in losses of $18.4 million, $2.4 million, and $1.9 million, respectively, partially offset by the U.S. Dollar strengthening 3.4% against the Taiwan Dollar, resulting in a gain of $15.2 million. The remaining net currency loss of $4.0 million was related to the impacts of other currencies, each of which was individually immaterial.

Income Tax Provision

The Company recorded income tax expense of $87.1 million in the 13-week period ended September 28, 2024, compared to income tax expense of $22.3 million in the 13-week period ended September 30, 2023. The effective tax rate was 17.9% in the third quarter of 2024, compared to 8.0% in the third quarter of 2023. The increase in effective tax rate between comparative periods was primarily due to the increase in the combined federal and cantonal Switzerland statutory tax rate in response to the implementation of global minimum tax requirements.

Net Income

As a result of the above, net income for the 13-week period ended September 28, 2024 was $399.1 million compared to $257.2 million for the 13-week period ended September 30, 2023, an increase of $141.9 million.

Comparison of 39-Weeks Ended September 28, 2024 and September 30, 2023

Net Sales

Net Sales39-Weeks Ended September 28, 2024Year-over-Year Change39-Weeks Ended September 30, 2023
Fitness$1,235,18232%$932,561
Percentage of Total Net Sales28%25%
Outdoor1,332,61710%1,210,773
Percentage of Total Net Sales30%32%
Aviation639,7392%629,195
Percentage of Total Net Sales14%17%
Marine821,93321%677,026
Percentage of Total Net Sales18%18%
Auto OEM444,87150%296,196
Percentage of Total Net Sales10%8%
Total$4,474,34219%$3,745,751

Net sales increased 19% for the 39-week period ended September 28, 2024 when compared to the year-ago period. Total unit sales in the first three quarters of 2024 increased to 13,165 when compared to total unit sales of 11,369 in the first three quarters of 2023, which differs from the percent increase in revenue primarily due to shifts in segment and product mix. Outdoor was the largest portion of our revenue mix at 30% in the first three quarters of 2024 compared to 32% in the first three quarters of 2023.

The increase in fitness revenue was driven by sales growth across all categories, led by strong demand for wearables. Outdoor revenue increased primarily due to sales growth in adventure watches. Aviation revenue increased primarily due to growth in OEM product categories. Marine revenue increased primarily driven by contributions from the Company's acquisition of JL Audio. Auto OEM revenue increased primarily due to growth in domain controllers.

Gross Profit

Gross Profit39-Weeks Ended September 28, 2024Year-over-Year Change39-Weeks Ended September 30, 2023
Fitness$723,37549%$484,759
Percentage of Segment Net Sales59%52%
Outdoor885,64617%755,800
Percentage of Segment Net Sales66%62%
Aviation478,1313%463,774
Percentage of Segment Net Sales75%74%
Marine449,47223%365,162
Percentage of Segment Net Sales55%54%
Auto OEM80,00612%71,311
Percentage of Segment Net Sales18%24%
Total$2,616,63022%$2,140,806
Percentage of Total Net Sales58%57%

Gross profit dollars in the first three quarters of 2024 increased 22%, primarily due to the increase in net sales when compared to the year-ago period, as described above. Consolidated gross margin increased 130 basis points when compared to the year-ago period primarily due to favorable product mix within certain segments and lower costs of goods, partially offset by unfavorable segment mix.

The fitness and outdoor gross margin increases of 660 and 400 basis points, respectively, were primarily attributable to favorable product mix and lower costs of goods. The aviation gross margin increase of 100 basis points was primarily attributable to lower warranty costs. The marine gross margin was relatively flat when compared to the year-ago period. The auto OEM gross margin decrease of 610 basis points was primarily attributable to unfavorable product mix.

Operating Expense

Operating Expense39-Weeks Ended September 28, 2024Year-over-Year Change39-Weeks Ended September 30, 2023
Research and development expense$734,84810%$667,451
Percentage of Total Net Sales16%18%
Selling, General and administrative expenses803,86911%721,649
Percentage of Total Net Sales18%19%
Total$1,538,71711%$1,389,100
Percentage of Total Net Sales34%37%

Total operating expense in the first three quarters of 2024 increased 11% in absolute dollars and decreased 270 basis points as a percent of revenue when compared to the year-ago period.

Research and development expense increased 10% in absolute dollars and decreased 140 basis points as a percent of revenue when compared to the year-ago period. The absolute dollar expense increase was primarily due to higher engineering personnel costs.

Selling, general and administrative expense increased 11% in absolute dollars and decreased 130 basis points as a percent of revenue compared to the year-ago period. The absolute dollar expense increase was primarily attributable to increased personnel-related expenses, including the impact of the Company's acquisition of JL Audio.

Operating Income

Operating Income (Loss)39-Weeks Ended September 28, 2024Year-over-Year Change39-Weeks Ended September 30, 2023
Fitness$323,511132%$139,651
Percentage of Segment Net Sales26%15%
Outdoor451,40828%351,399
Percentage of Segment Net Sales34%29%
Aviation146,899(13%)169,730
Percentage of Segment Net Sales23%27%
Marine185,42230%142,135
Percentage of Segment Net Sales23%21%
Auto OEM(29,327)(43%)(51,209)
Percentage of Segment Net Sales(7%)(17%)
Total$1,077,91343%$751,706
Percentage of Total Net Sales24%20%

Total operating income in the first three quarters of 2024 increased 43% in absolute dollars and 400 basis points as a percent of revenue when compared to the year-ago period. 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.

Other Income (Expense)

Other Income (Expense)39-Weeks Ended September 28, 202439-Weeks Ended September 30, 2023
Interest income$83,143$54,461
Foreign currency gains15,5846,946
Other income2,6234,206
Total$101,350$65,613

The average interest rate returns on cash and investments during the 39-week periods ended September 28, 2024 and September 30, 2023 were 3.3% and 2.6%, respectively.

Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.

The $15.6 million currency gain recognized in the 39-week period ended September 28, 2024 was primarily due to the U.S. Dollar strengthening against the Taiwan Dollar within the 39-week period ended September 28, 2024. During this period, the U.S. Dollar strengthened 2.8% against the Taiwan Dollar, resulting in a gain of $19.6 million. The remaining net currency loss of $4.0 million was related to the impacts of other drivers, each of which was individually immaterial.

The $6.9 million currency gain recognized in the 39-week period ended September 30, 2023 was primarily due to the U.S. Dollar strengthening against the Taiwan Dollar, partially offset by the U.S. Dollar strengthening against the Australian Dollar, Chinese Yuan and Japanese Yen and U.S. Dollar volatility with the Polish Zloty within the 39-week period ended September 30, 2023. During this period, the U.S. Dollar strengthened 4.9% against the Taiwan Dollar, resulting in a gain of $21.1 million, partially offset by the U.S. Dollar strengthening 5.2% against the Australian Dollar, 4.6% against the Chinese Yuan, and 12.2% against the Japanese Yen, resulting in losses of $2.9 million, $2.9 million, and $2.8 million, respectively, while volatility with the Polish Zloty resulted in a net loss of $4.5 million as the loss in the third quarter more than offset gains in previous quarters. The remaining net currency loss of $1.1 million was related to the impacts of other currencies, each of which was individually immaterial.

Income Tax Provision

The Company recorded income tax expense of $203.6 million in the first three quarters of 2024, compared to income tax expense of $69.8 million in the first three quarters of 2023. The effective tax rate was 17.3% in the first three quarters of 2024, compared to 8.5% in the first three quarters of 2023. The increase in effective tax rate between comparative periods was primarily due to the increase in the combined federal and cantonal Switzerland statutory tax rate in response to the implementation of global minimum tax requirements.

Net Income

As a result of the above, net income for the 39-week period ended September 28, 2024 was $975.7 million compared to $747.5 million for the 39-week period ended September 30, 2023, an increase of $228.2 million.

Liquidity and Capital Resources

We primarily use cash flow from operations, and expect that future cash requirements may be used, to fund our capital expenditures, support our working capital requirements, pay dividends, fund share repurchases, and fund strategic acquisitions. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our short- and long-term projected working capital needs, capital expenditures, and other cash requirements.

Cash, Cash Equivalents, and Marketable Securities

As of September 28, 2024, we had approximately $3.5 billion of cash, cash equivalents and marketable securities. Management invests idle or surplus cash in accordance with the Company's investment policy, which has been approved by the Company’s Board of Directors. The investment policy’s primary objectives are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. Garmin’s average interest rate returns on cash and investments during the first three quarters of 2024 and 2023 were 3.3% and 2.6%, respectively. The fair value of our securities varies from period to period due to changes in interest rates, the performance of the underlying collateral, and the credit performance of the underlying issuer, among other factors. See Note 4 in the Notes to the Condensed Consolidated Financial Statements for additional information regarding marketable securities.

Cash Flows

Cash provided by operating activities totaled $948.6 million for the first three quarters of 2024, compared to $910.3 million for the first three quarters of 2023. The increase was primarily due to an increase in cash received from customers primarily driven by higher net sales as well as less cash paid for income taxes, partially offset by increases in cash paid for cost of goods sold and operating expenses in the first three quarters of 2024 compared to the first three quarters of 2023.

Cash used in investing activities totaled $190.8 million for the first three quarters of 2024, compared to $267.7 million for the first three quarters of 2023. The decrease was primarily due to a decrease in cash used for acquisitions and a decrease in purchases of property and equipment, partially offset by net purchases of marketable securities in the first three quarters of 2024, compared to net redemptions of marketable securities in the first three quarters of 2023.

Cash used in financing activities totaled $449.4 million for the first three quarters of 2024, compared to $486.2 million for the first three quarters of 2023. This decrease was primarily due to lower purchases of treasury shares under share repurchase plans and partially offset by higher cash dividend payments in the first three quarters of 2024 compared to the first three quarters of 2023.

Use of Cash

Operating Leases

The Company has lease arrangements for certain real estate properties, vehicles, and equipment. Leased properties are typically used for office space, distribution, and retail. As of September 28, 2024, the Company had fixed lease payment obligations of $161.8 million, with $33.4 million payable within 12 months.

Inventory Purchase Obligations

The Company obtains various raw materials and components for its products from a variety of third party suppliers. The Company’s inventory purchase obligations are primarily noncancelable. As of September 28, 2024, the Company had inventory purchase obligations of $847.2 million, with $673.2 million payable within 12 months.

Other Purchase Obligations

The Company’s other purchase obligations primarily consist of noncancelable commitments for capital expenditures and other indirect purchases in connection with conducting our business. As of September 28, 2024, the Company had other purchase obligations of $316.6 million, with $122.1 million payable within 12 months.

Critical Accounting Policies and Estimates

General

Our discussion and analysis of financial condition and results of operations are based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The presentation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to customer sales programs and incentives, product returns, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, and contingencies and litigation. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For a description of the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements, refer to Note 1, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. There were no significant changes to the Company’s critical accounting policies and estimates in the 13-week and 39-week periods ended September 28, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There are numerous market risks that can affect our future business, financial condition and results of operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. There have been no material changes during the 13-week and 39-week periods ended September 28, 2024 in the risks described in our Annual Report on Form 10-K related to market sensitivity, inflation, foreign currency exchange rate risk and interest rate risk.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. As of September 28, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of September 28, 2024 that our disclosure controls and procedures were effective such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There has been no change in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended September 28, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Othe****r Information

Item 1. Legal Proceedings

In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions, and complaints, including matters involving patent infringement, other intellectual property, product liability, customer claims and various other risks. It is not possible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of these legal matters, or if not, what the impact might be. However, the Company’s management does not expect that the results in any of these legal proceedings will have a material adverse effect on the Company’s business, results of operations, financial position or cash flows. For additional information, see Note 8, "Commitments and Contingencies" in the above Condensed Consolidated Financial Statements and Part I, Item 3, “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

Item 1A. Risk Factors

There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. There have been no material changes during the 39-week period ended September 28, 2024 in the risks described in our Annual Report on Form 10-K. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equi****ty Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchase activity during the 13-week period ended September 28, 2024, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):

PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Program
June 30, 2024 - July 27, 202438$168.1838$283,896
July 28, 2024 - August 24, 202418$176.2218$280,724
August 25, 2024 - September 28, 202460$176.3260$270,198
Total116116

(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 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 be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. The 2024 Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The 2024 Program expires on December 26, 2026. Refer to Note 9 in the Notes to the Condensed Consolidated Financial Statements for additional information related to share repurchases.

(2) Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax.

Item 3. Defaults Upo****n Senior Securities

None.

Item 4. Mine Saf****ety Disclosures

Not applicable.

Item 5. Other Information

(c) Trading Plans

During the 13-week period ended September 28, 2024, no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) 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 August 12, 2024, Douglas Boessen, Chief Financial Officer and Treasurer, 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 5,418 shares of our common shares, subject to certain conditions. The first trade date will not occur until December 16, 2024 at the earliest, and the plan's maximum duration is until May 1, 2025.

Item 6. Exhibits

Exhibit 3.1Articles of Association of Garmin Ltd., as amended and restated on June 7, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 11, 2024).
Exhibit 3.2Organizational Regulations of Garmin Ltd., as amended on October 25, 2019 (incorporated by reference to Exhibit 3.2 of the Registrant’s Amendment No.1 to Current Report on Form 8-K/A filed on November 21, 2019).
Exhibit 10.1*‡Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024.
Exhibit 10.2*‡Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss grantees.
Exhibit 10.3*‡Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Canadian grantees.
Exhibit 10.4*‡Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss and non-Canadian grantees.
Exhibit 10.5*‡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.
Exhibit 10.6*‡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.
Exhibit 10.7*‡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.
Exhibit 10.8*‡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.
Exhibit 31.1‡Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit 31.2‡Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit 32.1†Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2†Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS‡Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH‡Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Exhibit 104‡Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Management contract or compensatory plan or arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.

‡ Filed herewith.

† Furnished herewith.

SIGNA****TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GARMIN LTD.
By/s/ Douglas G. Boessen
Douglas G. Boessen
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

Dated: October 30, 2024