GARMIN LTD 10-Q

10-Q 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 March 26, 2022 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) Switzerland 98-0229227 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) identification no.) Mühlentalstrasse 2 8200 Schaffhausen Switzerland N/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, CHF 0.10 Per Share Par Value GRMN New 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 April 22, 2022 Registered Shares, CHF 0.10 par valu e: 193,125,036 (e xcluding treasury shares) Garmin Ltd. Form 10-Q Quarter Ended March 26, 2022 Table of Contents Page Part I - Financial Information 1 Item 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Balance Sheets at March 26, 2022 and December 25, 2021 (Unaudited) 1 Condensed Consolidated Statements of Income for the 13-Weeks ended March 26, 2022 and March 27, 2021 (Unaudited) 2 Condensed Consolidated Statements of Comprehensive Income for the 13-Weeks ended March 26, 2022 and March 27, 2021 (Unaudited) 3 Condensed Consolidated Statements of Stockholders’ Equity for the 13-Weeks ended March 26, 2022 and March 27, 2021 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the 13-Weeks ended March 26, 2022 and March 27, 2021 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 Part II - Other Information 19 Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 20 Signature Page 21 i Pa rt I - Financial Information Item I - Condensed Consolidated Financial Statements Garmin Ltd. and Subsidiaries Condensed Consolidated Ba lance Sheets (Unaudited) (In thousands, except per share information) March 26, 2022 December 25, 2021 Assets Current assets: Cash and cash equivalents $ 1,417,531 $ 1,498,058 Marketable securities 375,237 347,980 Accounts receivable, net 599,733 843,445 Inventories 1,339,530 1,227,609 Deferred costs 15,003 15,961 Prepaid expenses and other current assets 335,169 328,719 Total current assets 4,082,203 4,261,772 Property and equipment, net 1,092,520 1,067,478 Operating lease right-of-use assets 101,198 89,457 Noncurrent marketable securities 1,238,500 1,268,698 Deferred income tax assets 301,718 260,205 Noncurrent deferred costs 11,396 12,361 Goodwill 572,996 575,080 Other intangible assets, net 209,325 215,993 Other noncurrent assets 93,393 103,383 Total assets $ 7,703,249 $ 7,854,427 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 298,992 $ 370,048 Salaries and benefits payable 170,835 211,371 Accrued warranty costs 40,698 45,467 Accrued sales program costs 68,715 121,514 Other accrued expenses 209,155 225,988 Deferred revenue 86,444 87,654 Income taxes payable 148,268 128,083 Dividend payable 129,394 258,023 Total current liabilities 1,152,501 1,448,148 Deferred income tax liabilities 117,649 117,595 Noncurrent income taxes payable 62,732 62,539 Noncurrent deferred revenue 39,061 41,618 Noncurrent operating lease liabilities 82,127 70,044 Other noncurrent liabilities 337 324 Stockholders’ equity: Shares, CHF 0.10 par value, 198,077 shares authorized and issued; 193,125 shares outstanding at March 26, 2022 and 192,608 shares outstanding at December 25, 2021 17,979 17,979 Additional paid-in capital 1,982,561 1,960,722 Treasury stock ( 294,711 ) ( 303,114 ) Retained earnings 4,532,102 4,320,737 Accumulated other comprehensive income 10,911 117,835 Total stockholders’ equity 6,248,842 6,114,159 Total liabilities and stockholders’ equity $ 7,703,249 $ 7,854,427 See accompanying notes. 1 Garmin Ltd. and Subsidiaries Condensed Consolidated State ments of Income (Unaudited) (In thousands, except per share information) 13-Weeks Ended March 26, 2022 March 27, 2021 Net sales $ 1,172,662 $ 1,072,327 Cost of goods sold 510,183 430,771 Gross profit 662,479 641,556 Advertising expense 34,133 31,061 Selling, general and administrative expenses 190,784 171,987 Research and development expense 209,006 188,849 Total operating expense 433,923 391,897 Operating income 228,556 249,659 Other income (expense): Interest income 7,553 7,652 Foreign currency losses ( 3,506 ) ( 8,281 ) Other income 3,261 1,484 Total other income (expense) 7,308 855 Income before income taxes 235,864 250,514 Income tax provision 24,272 30,485 Net income $ 211,592 $ 220,029 Net income per share: Basic $ 1.10 $ 1.15 Diluted $ 1.09 $ 1.14 Weighted average common shares outstanding: Basic 192,887 191,896 Diluted 193,579 192,810 See accompanying notes. 2 Garmin Ltd. and Subsidiaries Condensed Consolidated Statements o f Comprehensive Income (Unaudited) (In thousands) 13-Weeks Ended March 26, 2022 March 27, 2021 Net income $ 211,592 $ 220,029 Foreign currency translation adjustment ( 56,912 ) ( 35,291 ) Change in fair value of available-for-sale marketable securities, net of deferred taxes ( 50,012 ) ( 7,884 ) Comprehensive income $ 104,668 $ 176,854 See accompanying notes. 3 Garmin Ltd. and Subsidiaries Condensed Consolidated Stateme nts of Stockholders’ Equity (Unaudited) For the 13-Weeks Ended March 26, 2022 and March 27, 2021 (In thousands, except per share information) Common Stock Additional Paid-In Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Balance at December 26, 2020 $ 17,979 $ 1,880,354 $ ( 320,016 ) $ 3,754,372 $ 183,427 $ 5,516,116 Net income — — — 220,029 — 220,029 Translation adjustment — — — — ( 35,291 ) ( 35,291 ) Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of $ 2,231 — — — — ( 7,884 ) ( 7,884 ) Comprehensive income 176,854 Dividends declared — — — ( 217 ) — ( 217 ) Issuance of treasury stock related to equity awards — ( 10,118 ) 27,775 — — 17,657 Stock compensation — 22,698 — — — 22,698 Purchase of treasury stock related to equity awards — — ( 17,281 ) — — ( 17,281 ) Balance at March 27, 2021 $ 17,979 $ 1,892,934 $ ( 309,522 ) $ 3,974,184 $ 140,252 $ 5,715,827 Common Stock Additional Paid-In Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Balance at December 25, 2021 $ 17,979 $ 1,960,722 $ ( 303,114 ) $ 4,320,737 $ 117,835 $ 6,114,159 Net income — — — 211,592 — 211,592 Translation adjustment — — — — ( 56,912 ) ( 56,912 ) Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of $ 14,701 — — — — ( 50,012 ) ( 50,012 ) Comprehensive income 104,668 Dividends declared — — — ( 227 ) — ( 227 ) Issuance of treasury stock related to equity awards — ( 2,867 ) 23,013 — — 20,146 Stock compensation — 24,706 — — — 24,706 Purchase of treasury stock related to equity awards — — ( 14,610 ) — — ( 14,610 ) Balance at March 26, 2022 $ 17,979 $ 1,982,561 $ ( 294,711 ) $ 4,532,102 $ 10,911 $ 6,248,842 See accompanying notes. 4 Garmin Ltd. and Subsidiaries Condensed Consolidated Stateme nts of Cash Flows (Unaudited) (In thousands) 13-Weeks Ended March 26, 2022 March 27, 2021 Operating Activities: Net income $ 211,592 $ 220,029 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 28,984 23,988 Amortization 12,228 12,902 (Gain) loss on sale or disposal of property and equipment ( 1,129 ) 133 Unrealized foreign currency (gains) losses ( 5,113 ) 7,277 Deferred income taxes ( 25,996 ) 497 Stock compensation expense 24,706 22,698 Realized (gain) loss on marketable securities ( 2 ) 22 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net of allowance for doubtful accounts 238,134 281,524 Inventories ( 134,807 ) ( 87,450 ) Other current and noncurrent assets ( 1,628 ) ( 13,710 ) Accounts payable ( 61,939 ) ( 3,470 ) Other current and noncurrent liabilities ( 119,159 ) ( 95,977 ) Deferred revenue ( 3,704 ) ( 7,998 ) Deferred costs 1,904 3,945 Income taxes 21,563 3,952 Net cash provided by operating activities 185,634 368,362 Investing activities: Purchases of property and equipment ( 59,715 ) ( 36,894 ) Proceeds from sale of property and equipment 1,131 — Purchase of intangible assets ( 547 ) ( 760 ) Purchase of marketable securities ( 497,526 ) ( 404,599 ) Redemption of marketable securities 431,604 354,039 Acquisitions, net of cash acquired ( 10,828 ) ( 15,893 ) Net cash used in investing activities ( 135,881 ) ( 104,107 ) Financing activities: Dividends ( 128,856 ) ( 116,655 ) Proceeds from issuance of treasury stock related to equity awards 20,146 17,657 Purchase of treasury stock related to equity awards ( 14,610 ) ( 17,281 ) Net cash used in financing activities ( 123,320 ) ( 116,279 ) Effect of exchange rate changes on cash and cash equivalents ( 6,960 ) ( 6,488 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 80,527 ) 141,488 Cash, cash equivalents, and restricted cash at beginning of period 1,498,843 1,458,748 Cash, cash equivalents, and restricted cash at end of period $ 1,418,316 $ 1,600,236 See accompanying notes. 5 Garmin Ltd. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) March 26, 2022 (In thousands, except per share information) 1. Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Garmin Ltd. and wholly-owned subsidiaries (collectively, the “Company” or “Garmin”). Intercompany balances and transactions have been eliminated. The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated balance sheet at December 25, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Additionally, the condensed consolidated financial statements should be read in conjunction with Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, and the Company’s Annual Report on Form 10-K for the year ended December 25, 2021. Operating results for the 13-week period ended March 26, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The Company’s fiscal year is based on a 52- or 53-week period ending on the last Saturday of the calendar year. Therefore, the financial results of certain 53-week fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated 13-week quarters. The quarters ended March 26, 2022 and March 27, 2021 both contain operating results for 13 weeks. Changes in Classification and Allocation Certain prior period amounts have been reclassified or presented to conform to the current period presentation. In the first quarter of fiscal 2022, the Company refined the methodology used in classifying certain indirect costs in accordance with the way the Company's management is now using the information in decision making, which management believes provides a more meaningful representation of costs incurred to support research and development activities. As a result, the Company’s condensed consolidated statements of income have been recast for the three months ended March 27, 2021 to reflect a reclassification of $ 14,365 from research and development expense to selling, general, and administrative expense. Additionally, in the first quarter of fiscal 2022, the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company's Chief Operating Decision Maker (CODM) with a more meaningful representation of segment profit or loss. The Company’s composition of operating segments and reportable segments did not change. These changes in classification and allocation had no effect on the Company’s consolidated operating or net income. Significant Accounting Policies 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 2, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021. There were no material changes to the Company’s significant accounting policies during the 13-week period ended March 26, 2022 . 6 Recently Issued Accounting Standards and Pronouncements Recently adopted accounting standards and recently issued accounting pronouncements not yet adopted are not expected to have a material impact on the Company’s consolidated financial statements, accounting policies, processes, or systems. 2. Inventories The components of inventories consist of the following: March 26, 2022 December 25, 2021 Raw materials $ 545,668 $ 509,435 Work-in-process 207,340 213,801 Finished goods 586,522 504,373 Inventories $ 1,339,530 $ 1,227,609 3. Earnings Per Share The following table sets forth the computation of basic and diluted net income per share. Stock options, stock appreciation rights, and restricted stock units are collectively referred to as “equity awards”. 13-Weeks Ended March 26, 2022 March 27, 2021 Numerator: Numerator for basic and diluted net income per share – net income $ 211,592 $ 220,029 Denominator: Denominator for basic net income per share – weighted-average common shares 192,887 191,896 Effect of dilutive equity awards 692 914 Denominator for diluted net income per share – adjusted weighted-average common shares 193,579 192,810 Basic net income per share $ 1.10 $ 1.15 Diluted net income per share $ 1.09 $ 1.14 Shares excluded from diluted net income per share calculation: Anti-dilutive equity awards 764 316 4. Segment Information and Geographic Data Garmin is organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The fitness, outdoor, aviation, and marine operating segments represent reportable segments. The consumer auto and auto OEM operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as reportable segments, and they are therefore reported together in an “all other” category captioned as auto. Fitness, outdoor, aviation, marine, and auto are collectively referred to as the Company's reported segments. The Company’s Chief Executive Officer, who has been identified as the CODM, uses operating income as the measure of profit or loss, combined with other measures, to assess segment performance and allocate resources. Operating income represents net sales less costs of goods sold and operating expenses. Net sales are directly attributed to each segment. Most costs of goods sold and the majority of operating expenses are also directly attributed to each segment, while certain other costs of goods sold and operating expenses are allocated to the segments in a manner appropriate to the specific facts and circumstances of the expenses being allocated. 7 As indicated in Note 1 to the condensed consolidated financial statements, in the first quarter of fiscal 2022 the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company’s CODM with a more meaningful representation of segment profit or loss. The Company’s composition of operating segments and reportable segments did not change. Results for the 13-week period ended March 27, 2021 have been recast below to conform with the current period presentation. Net sales (“revenue”), gross profit, and operating income for each of the Company’s five reported segments are presented below, along with supplemental financial information for the auto OEM and consumer auto operating segments that management believes is useful. Auto Fitness Outdoor Aviation Marine Total Auto Consumer Auto Auto OEM Total 13-Weeks Ended March 26, 2022 Net sales $ 220,896 $ 384,604 $ 174,766 $ 254,069 $ 138,327 $ 65,130 $ 73,197 $ 1,172,662 Gross profit 106,189 247,495 127,543 128,581 52,671 30,960 21,711 662,479 Operating income (loss) 580 148,979 40,127 58,882 ( 20,012 ) 3,831 ( 23,843 ) 228,556 13-Weeks Ended March 27, 2021 Net sales $ 308,125 $ 256,455 $ 173,889 $ 209,372 $ 124,486 $ 62,395 $ 62,091 $ 1,072,327 Gross profit 173,545 171,676 126,182 121,379 48,774 31,964 16,810 641,556 Operating income (loss) 70,682 92,011 45,014 62,906 ( 20,954 ) 9,038 ( 29,992 ) 249,659 Net sales to external customers by geographic region were as follows for the 13-week periods ended March 26, 2022 and March 27, 2021. Note that APAC includes Asia Pacific and Australian Continent and EMEA includes Europe, the Middle East and Africa: 13-Weeks Ended March 26, 2022 March 27, 2021 Americas $ 570,634 $ 503,691 EMEA 397,477 399,508 APAC 204,551 169,128 Net sales to external customers $ 1,172,662 $ 1,072,327 5. Warranty Reserves The Company’s standard warranty obligation to its end-users provides for a period of one to two years from the date of shipment, while certain auto, aviation, and marine OEM products have a warranty period of two years or more from the date of installation. The Company’s estimates of costs to service its warranty obligations are based on historical experience and management’s expectations and judgments of future conditions, and are recorded as a liability on the balance sheet. The following reconciliation provides an illustration of changes in the aggregate warranty reserve. 13-Weeks Ended March 26, 2022 March 27, 2021 Balance - beginning of period $ 45,467 $ 42,643 Accrual for products sold (1) 10,871 11,456 Expenditures ( 15,640 ) ( 14,811 ) Balance - end of period $ 40,698 $ 39,288 (1) Changes in cost estimates related to pre-existing warranties were not material and aggregated with accruals for new warranty contracts in the ‘accrual for products sold’ line. 8 6. Commitments and Contingencies Commitments The Company is party to certain commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of payments for inventory, capital expenditures, and other indirect purchases in connection with conducting the business. The aggregate amount of purchase orders and other commitments open as of March 26, 2022 that may represent noncancellable unconditional purchase obligations having a remaining term in excess of one year was approximately $ 357,000 . Certain cash balances are held as collateral in relation to bank guarantees. This restricted cash is reported within other assets on the condensed consolidated balance sheets and totaled $ 785 and $ 785 on March 26, 2022 and December 25, 2021, respectively. The total of the cash and cash equivalents balance and the restricted cash reported within other assets in the condensed consolidated balance sheets equals the total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows. Contingencies Management of the Company currently does not believe it is reasonably possible that the Company may have incurred a material loss, or a material loss in excess of recorded accruals, with respect to loss contingencies in the aggregate, for the fiscal quarter ended March 26, 2022. The results of legal proceedings, investigations and claims, however, cannot be predicted with certainty. An adverse resolution of one or more of such matters in excess of management’s expectations could have a material adverse effect in the particular quarter or fiscal year in which a loss is recorded, but based on information currently known, the Company does not believe it is likely that losses from such matters would have a material adverse effect on the Company’s business or its consolidated financial position, results of operations or cash flows. The Company settled or resolved certain matters during the 13-week period ended March 26, 2022 that did not individually or in the aggregate have a material impact on the Company’s business or its consolidated financial position, results of operations or cash flows. 7. Income Taxes The Company recorded income tax expense of $ 24,272 in the 13-week period ended March 26, 2022, compared to income tax expense of $ 30,485 in the 13-week period ended March 27, 2021. The effective tax rate was 10.3 % in the first quarter of 2022, compared to 12.2 % in the first quarter of 2021. The decrease was primarily due to an increase in U.S. tax deductions and credits in the first quarter of 2022 compared to the first quarter of 2021. 8. Marketable Securities The FASB ASC topic entitled Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The accounting guidance classifies the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for the identical asset or liability Level 2 Observable inputs for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability Level 3 Unobservable inputs for the asset or liability The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Valuation is based on prices obtained from an independent pricing vendor using both market and income approaches. The primary inputs to the valuation include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, and credit spreads. 9 The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Marketable securities classified as available-for-sale securities are summarized below: Available-For-Sale Securities as of March 26, 2022 Fair Value Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency securities Level 2 7,000 — ( 487 ) 6,513 Mortgage-backed securities Level 2 170,419 — ( 2,264 ) 168,155 Corporate securities Level 2 1,124,686 947 ( 47,717 ) 1,077,916 Municipal securities Level 2 352,245 199 ( 19,731 ) 332,713 Other Level 2 30,675 — ( 2,235 ) 28,440 Total $ 1,685,025 $ 1,146 $ ( 72,434 ) $ 1,613,737 Available-For-Sale Securities as of December 25, 2021 Fair Value Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency securities Level 2 7,000 — ( 110 ) 6,890 Mortgage-backed securities Level 2 149,692 257 ( 880 ) 149,069 Corporate securities Level 2 1,079,390 9,830 ( 11,827 ) 1,077,393 Municipal securities Level 2 356,037 1,870 ( 4,864 ) 353,043 Other Level 2 31,134 22 ( 873 ) 30,283 Total $ 1,623,253 $ 11,979 $ ( 18,554 ) $ 1,616,678 The Company’s investment policy targets low risk investments with the objective of minimizing the potential risk of principal loss. The fair value of 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. Accrued interest receivable, which totaled $ 10,510 as of March 26, 2022 , is excluded from both the fair value and amortized cost basis of available-for-sale securities and is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets. The Company writes off impaired accrued interest on a timely basis, generally within 30 days of the due date, by reversing interest income. No accrued interest was written off during the 13-week period ended March 26, 2022. The Company recognizes impairments relating to credit losses of available-for-sale securities through an allowance for credit losses and other income on the Company’s condensed consolidated statements of income. Impairment not relating to credit losses is recorded in other comprehensive income on the Company’s condensed consolidated balance sheets. The cost of securities sold is based on the specific identification method. Approximately 80 % of securities in the Company’s portfolio were at an unrealized loss position as of March 26, 2022. The following tables display additional information regarding gross unrealized losses and fair value by major security type for available-for-sale securities in an unrealized loss position as of March 26, 2022 and December 25, 2021. As of March 26, 2022 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Agency securities ( 487 ) 6,513 — — ( 487 ) 6,513 Mortgage-backed securities ( 1,757 ) 52,201 ( 507 ) 7,476 ( 2,264 ) 59,677 Corporate securities ( 32,386 ) 669,654 ( 15,331 ) 192,402 ( 47,717 ) 862,056 Municipal securities ( 13,953 ) 231,353 ( 5,778 ) 68,672 ( 19,731 ) 300,025 Other ( 1,293 ) 20,230 ( 942 ) 6,480 ( 2,235 ) 26,710 Total $ ( 49,876 ) $ 979,951 $ ( 22,558 ) $ 275,030 $ ( 72,434 ) $ 1,254,981 10 As of December 25, 2021 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Agency securities ( 110 ) 6,890 — — ( 110 ) 6,890 Mortgage-backed securities ( 148 ) 18,909 ( 732 ) 7,598 ( 880 ) 26,507 Corporate securities ( 9,466 ) 499,084 ( 2,361 ) 85,033 ( 11,827 ) 584,117 Municipal securities ( 4,247 ) 226,009 ( 617 ) 29,405 ( 4,864 ) 255,414 Other ( 467 ) 17,845 ( 406 ) 7,205 ( 873 ) 25,050 Total $ ( 14,438 ) $ 768,737 $ ( 4,116 ) $ 129,241 $ ( 18,554 ) $ 897,978 As of March 26, 2022 and December 25, 2021 , the Company had no t recognized an allowance for credit losses on any securities in an unrealized loss position. The Company has no t recorded an allowance for credit losses and charge to other income for the unrealized losses on agency, mortgage-backed, corporate, municipal, and other securities presented above because the Company's management does not consider the declines in fair value to have resulted from credit losses. Management has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. Management does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity. The amortized cost and fair value of marketable securities at March 26, 2022, by maturity, are shown below. Amortized Cost Fair Value Due in one year or less $ 375,211 $ 375,237 Due after one year through five years 1,275,626 1,206,941 Due after five years through ten years 31,106 29,025 Due after ten years 3,082 2,534 $ 1,685,025 $ 1,613,737 9. Accumulated Other Comprehensive Income The following provides required disclosure of changes in accumulated other comprehensive income (AOCI) balances by component for the 13-week period ended March 26, 2022: 13-Weeks Ended March 26, 2022 Foreign currency translation adjustment Net gains (losses) on available-for-sale securities Total Balance - beginning of period $ 123,415 $ ( 5,580 ) $ 117,835 Other comprehensive income before reclassification, net of income tax benefit of $ 14,700 ( 56,912 ) ( 50,010 ) ( 106,922 ) Amounts reclassified from Accumulated other comprehensive income to Other income, net of income tax expense of $ 1 included in Income tax provision — ( 2 ) ( 2 ) Net current-period other comprehensive income ( 56,912 ) ( 50,012 ) ( 106,924 ) Balance - end of period $ 66,503 $ ( 55,592 ) $ 10,911 10. Revenue In order to further depict how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors, revenue (or “net sales”) is disaggregated by geographic region, major product category, and pattern of recognition. Disaggregated revenue by geographic region (Americas, APAC, and EMEA) is presented in Note 4 – Segment Information and Geographic Data. Note 4 also contains disaggregated revenue information of the six major product categories identified by the Company – fitness, outdoor, aviation, marine, consumer auto, and auto OEM. 11 A large majority of the Company’s sales are recognized on a point in time basis, usually once the product is shipped and title and risk of loss have transferred to the customer. Sales recognized over a period of time are primarily within the auto and outdoor segments and relate to performance obligations that are satisfied over the life of the product or contractual service period. Revenue disaggregated by the timing of transfer of the goods or services is presented in the table below: 13-Weeks Ended March 26, 2022 March 27, 2021 Point in time $ 1,114,200 $ 1,022,777 Over time 58,462 49,550 Net sales $ 1,172,662 $ 1,072,327 Transaction price and costs associated with the Company’s unsatisfied performance obligations are reflected as deferred revenue and deferred costs, respectively, on the Company’s condensed consolidated balance sheets. Such amounts are recognized ratably over the applicable service period or estimated useful life. Changes in deferred revenue and costs during the 13-week period ended March 26, 2022 are presented below: 13-Weeks Ended March 26, 2022 Deferred Revenue (1) Deferred Costs (2) Balance, beginning of period $ 129,272 $ 28,322 Deferrals in period 54,695 3,527 Recognition of deferrals in period ( 58,462 ) ( 5,450 ) Balance, end of period $ 125,505 $ 26,399 (1) Deferred revenue is comprised of both deferred revenue and noncurrent deferred revenue per the condensed consolidated balance sheets (2) Deferred costs are comprised of both deferred costs and noncurrent deferred costs per the condensed consolidated balance sheets Of the $ 58,462 of deferred revenue recognized in the 13-week period ended March 26, 2022 , $ 28,412 was deferred as of the beginning of the period. Approximately seventy-five percent of the $ 125,505 of deferred revenue at the end of the period, March 26, 2022 , is recognized ratably over a period of three years or less. 11. Subsequent Events On April 22, 2022, the Board of Directors authorized the Company to repurchase up to $ 300 million of the Company’s shares through December 29, 2023. The timing and volume of any share repurchases under this authorization will be determined by management at its discretion. Share repurchases, which are subject to market conditions, other business conditions and applicable legal requirements, may be made from time to time 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. 12 Item 2. Management’s Discussion and Analysis o f Financial Condition and Results of Operations The discussion set forth below, as well as other portions of this Quarterly Report, contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by management, as of the date of this Quarterly Report, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such verbs as expects, anticipates, believes or similar verbs or conjugations of such verbs. 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 25, 2021. This report has been filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) in Washington, D.C. and can be obtained by contacting the SEC’s public reference operations or obtaining it through the SEC’s website at http://www.sec.gov. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statement concerning the Company. The Company will not update any forward-looking statements in this Quarterly Report to reflect future events or developments. 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 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 25, 2021. Unless the context otherwise requires, references in this document to "we", "us", "our" 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 six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The operating segments offer products through our network of subsidiary distributors and independent dealers and distributors, our own webshop, as well as through various auto, aviation, and marine original equipment manufacturers (OEMs). Each of the operating segments is managed separately. Business Environment Update Persisting headwinds related to the COVID-19 pandemic, along with Russia’s invasion of Ukraine, have created disruption, uncertainty, and inflationary pressure in the global economy that have affected our business, suppliers, and customers. Our global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations, and logistics constraints. These factors have been further amplified by the current environment, and we expect these supply chain challenges to continue through at least the end of calendar year 2022. The current business environment may evolve in ways that could impact our operations and financial results. Further, the nature and degree of the effects of the pandemic, Russia’s invasion of Ukraine, supply chain challenges, and inflationary pressure over time remains uncertain. Refer to Part II, Item 1A, “Risk Factors” of this Quarterly Report for further discussion of the risks and uncertainties facing our Company. Results of Operations As indicated in Note 1 to the condensed consolidated financial statements, in the first quarter of fiscal 2022 the Company refined the methodology used in classifying certain indirect costs as research and development expense, which we believe provides a more meaningful representation of costs incurred to support research and development activities. Additionally, as indicated in Note 1 and Note 4 to the condensed consolidated financial statements, in the first quarter of fiscal 2022 the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company’s CODM with a more meaningful representation of segment profit or loss. The Company’s composition of operating segments and reportable segments did not change. 13 These changes in classification and allocation had no effect on the Company’s consolidated operating or net income. The amounts presented below for selling, general, and administrative expense, research and development expense, segment operating expense, and segment operating income for the 13-week period ended March 27, 2021 have been recast to conform with the current period presentation. Comparison of 13-Weeks ended March 26, 2022 and March 27, 2021 Net Sales Net Sales 13-Weeks Ended March 26, 2022 Year-over-Year Change 13-Weeks Ended March 27, 2021 Fitness $ 220,896 (28 %) $ 308,125 Percentage of Total Net Sales 19 % 29 % Outdoor 384,604 50 % 256,455 Percentage of Total Net Sales 33 % 24 % Aviation 174,766 1 % 173,889 Percentage of Total Net Sales 15 % 16 % Marine 254,069 21 % 209,372 Percentage of Total Net Sales 21 % 19 % Auto 138,327 11 % 124,486 Percentage of Total Net Sales 12 % 12 % Consumer Auto 65,130 4 % 62,395 Percentage of Total Net Sales 6 % 6 % Auto OEM 73,197 18 % 62,091 Percentage of Total Net Sales 6 % 6 % Total $ 1,172,662 9 % $ 1,072,327 Net sales increased 9% for the 13-week period ended March 26, 2022 when compared to the year-ago quarter. Total unit sales in the first quarter of 2022 decreased to 3,438 when compared to total unit sales of 3,463 in the first quarter of 2021, which differs from the 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 first quarter of 2022 compared to fitness at 29% in the first quarter of 2021. The increase in outdoor revenue was primarily driven by strong demand for our adventure watches. Aviation revenue increased primarily due to growth in the OEM product category. Marine revenue increased due to growth across multiple product categories, led by strong demand for our chartplotters. The increase in auto revenue was due to sales growth in both consumer auto and auto OEM products. Fitness revenue decreased due to declines across all product categories, driven primarily by the normalization of demand for cycling products compared to the year-ago quarter, which had benefited from a pandemic-driven shift in consumer behavior. Gross Profit Gross Profit 13-Weeks Ended March 26, 2022 Year-over-Year Change 13-Weeks Ended March 27, 2021 Fitness $ 106,189 (39 %) $ 173,545 Percentage of Segment Net Sales 48 % 56 % Outdoor 247,495 44 % 171,676 Percentage of Segment Net Sales 64 % 67 % Aviation 127,543 1 % 126,182 Percentage of Segment Net Sales 73 % 73 % Marine 128,581 6 % 121,379 Percentage of Segment Net Sales 51 % 58 % Auto 52,671 8 % 48,774 Percentage of Segment Net Sales 38 % 39 % Consumer Auto 30,960 (3 %) 31,964 Percentage of Segment Net Sales 48 % 51 % Auto OEM 21,711 29 % 16,810 Percentage of Segment Net Sales 30 % 27 % Total $ 662,479 3 % $ 641,556 Percentage of Total Net Sales 56 % 60 % Gross profit dollars in the first quarter of 2022 increased 3%, primarily due to the increase in net sales compared to the year-ago quarter, as described above. Consolidated gross margin decreased 330 basis points when compared to the year-ago quarter, primarily due to higher freight costs and a stronger U.S. Dollar that created downward pressure on revenues denominated in currencies that were weaker against the U.S. Dollar. The fitness, outdoor, marine, and consumer auto gross margins were adversely impacted by higher freight costs and a stronger U.S. Dollar. In the outdoor segment, these impacts were partially offset by a favorable product mix. The auto OEM gross margin increase was primarily attributable to a more favorable product mix. 14 Operating Expense Operating Expense 13-Weeks Ended March 26, 2022 Year-over-Year Change 13-Weeks Ended March 27, 2021 Fitness $ 105,609 3 % $ 102,863 Percentage of Segment Net Sales 48 % 33 % Outdoor 98,516 24 % 79,665 Percentage of Segment Net Sales 26 % 31 % Aviation 87,416 8 % 81,168 Percentage of Segment Net Sales 50 % 47 % Marine 69,699 19 % 58,473 Percentage of Segment Net Sales 27 % 28 % Auto 72,683 4 % 69,728 Percentage of Segment Net Sales 53 % 56 % Consumer Auto 27,129 18 % 22,926 Percentage of Segment Net Sales 42 % 37 % Auto OEM 45,554 (3 %) 46,802 Percentage of Segment Net Sales 62 % 75 % Total $ 433,923 11 % $ 391,897 Percentage of Total Net Sales 37 % 37 % Total operating expense was relatively flat as a percent of revenue and increased 11% in absolute dollars compared to the year-ago quarter. Advertising expense as a percent of revenue was relatively flat when compared to the year-ago quarter and increased 10% in absolute dollars. The absolute dollar increase was primarily attributable to increased spend on tradeshows. Selling, general and administrative expense was relatively flat as a percent of revenue and increased 11% in absolute dollars compared to the year-ago quarter. The absolute dollar increase in the first quarter of 2022 was primarily attributable to increased personnel related expenses and information technology costs. Absolute dollar increases in outdoor and auto OEM were more than offset by the corresponding increases in sales, resulting in decreases as percent of revenue of 280 and 180 basis points, respectively. Absolute dollar increases in aviation and consumer auto were greater than the corresponding increases in sales, resulting in increases as a percent of revenue of 160 and 100 basis points, respectively. An absolute dollar decrease in fitness was less than the corresponding decrease in sales, resulting in an increase of 670 basis points as a percent of revenue. Marine expense generally increased in line with the increase in sales. Research and development expense was relatively flat as a percent of revenue when compared to the year-ago quarter and increased 11% in absolute dollars. The absolute dollar increase was primarily due to higher engineering personnel costs. An absolute dollar increase in outdoor was more than offset by the increase in outdoor sales, resulting in a decrease as percent of revenue of 220 basis points. Absolute dollar increases in fitness, aviation, and consumer auto were greater than the corresponding increases in sales, resulting in increases as a percent of revenue of 680, 170, and 280 basis points, respectively. Auto OEM expense was relatively flat in absolute dollars and decreased 1,150 basis points as a percent of revenue as revenue grew over the year-ago quarter. Marine expense generally increased in line with the increase in sales. Operating Income Operating Income (Loss) 13-Weeks Ended March 26, 2022 Year-over-Year Change 13-Weeks Ended March 27, 2021 Fitness $ 580 (99 %) $ 70,682 Percentage of Segment Net Sales 0 % 23 % Outdoor 148,979 62 % 92,011 Percentage of Segment Net Sales 39 % 36 % Aviation 40,127 (11 %) 45,014 Percentage of Segment Net Sales 23 % 26 % Marine 58,882 (6 %) 62,906 Percentage of Segment Net Sales 23 % 30 % Auto (20,012 ) (4 %) (20,954 ) Percentage of Segment Net Sales (14 %) (17 %) Consumer Auto 3,831 (58 %) 9,038 Percentage of Segment Net Sales 6 % 14 % Auto OEM (23,843 ) (21 %) (29,992 ) Percentage of Segment Net Sales (33 %) (48 %) Total $ 228,556 (8 %) $ 249,659 Percentage of Total Net Sales 19 % 23 % 15 Operating income decreased 8% in absolute dollars and decreased 380 basis points as a percent of revenue when compared to the year-ago quarter. This decrease was due to lower gross margin and relatively flat expenses as a percent of revenue, as described above. Auto OEM experienced an operating loss in the current quarter, and we expect this trend to continue through 2022 as we continue to invest in certain auto OEM programs. Other Income (Expense) Other Income (Expense) 13-Weeks Ended March 26, 2022 13-Weeks Ended March 27, 2021 Interest income $ 7,553 $ 7,652 Foreign currency losses (3,506 ) (8,281 ) Other income 3,261 1,484 Total $ 7,308 $ 855 The average interest rate returns on cash and investments during the first quarter of 2022 was 1.0%, consistent with 1.0% during the same quarter of 2021. Foreign currency gains and losses for the Company are typically 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, Japanese Yen, Polish Zloty, and Swiss Franc. 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 $3.5 million currency loss recognized in the first quarter of 2022 was primarily due to the U.S. Dollar strengthening against the Polish Zloty, Euro, and Japanese Yen, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar, within the 13-week period ended March 26, 2022. During this period, the U.S. Dollar strengthened 5.7% against the Polish Zloty, 3.0% against the Euro, and 6.2% against the Japanese Yen, resulting in losses of $6.0 million, $5.1 million, and $1.6 million, respectively, while the U.S. Dollar strengthened 3.5% against the Taiwan Dollar, resulting in a gain of $8.2 million. The remaining net currency gain of $1.0 million was related to the impacts of other currencies, each of which was individually immaterial. The $8.3 million currency loss recognized in the first quarter of 2021 was primarily due to the U.S. Dollar strengthening against the Euro and Japanese Yen, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar and weakening against the British Pound, within the 13-week period ended March 27, 2021. During this period, the U.S. Dollar strengthened 3.3% against the Euro and 5.6% against the Japanese Yen, resulting in losses of $11.0 million and $1.4 million, respectively, while the U.S. Dollar strengthened 1.7% against the Taiwan Dollar and weakened 1.8% against the British Pound, resulting in gains of $4.7 million and $1.3 million, respectively. The remaining net currency loss of $1.9 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 $24.3 million in the 13-week period ended March 26, 2022, compared to income tax expense of $30.5 million in the 13-week period ended March 27, 2021. The effective tax rate was 10.3% in the first quarter of 2022, compared to 12.2% in the first quarter of 2021. The decrease was primarily due to an increase in U.S. tax deductions and credits in the 13-week period ended March 26, 2022 compared to the year-ago quarter. Net Income As a result of the above, net income for the 13-week period ended March 26, 2022 was $211.6 million compared to $220.0 million for the 13-week period ended March 27, 2021, a decrease of $8.4 million. Liquidity and Capital Resources As of March 26, 2022, we had approximately $3.0 billion of cash, cash equivalents and marketable securities. 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. 16 It is management’s goal to invest the on-hand cash in accordance with the investment policy, which has been approved by the Company’s Board of Directors. The investment policy’s primary purpose is 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 quarters of 2022 and 2021 were approximately 1.0% and 1.0%, respectively. The fair value of our securities varies from period to period due to changes in interest rates, in the performance of the underlying collateral, and in the credit performance of the underlying issuer, among other factors. See Note 8 for additional information regarding marketable securities. Cash Flows Cash provided by operating activities totaled $185.6 million for the first quarter of 2022, compared to $368.4 million for the first quarter of 2021. The decrease was primarily due to higher purchases of inventory associated with the Company's strategy to increase days of supply to support our increasingly diversified product lines, and a decrease in collections of accounts receivable when compared to the year-ago quarter. Cash used in investing activities totaled $135.9 million in the first quarter of 2022, compared to $104.1 million for the first quarter of 2021. The increase was primarily due to higher capital expenditures as the Company invested more heavily in platforms for growth. Cash used in financing activities totaled $123.3 million for the first quarter of 2022, compared to $116.3 million for the first quarter of 2021. This increase was primarily due to higher cash dividend payments in the first quarter of 2022, as our declared dividend increased from $0.61 per share for the four calendar quarters beginning in June 2020 to $0.67 per share for the four calendar quarters beginning in June 2021. 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 March 26, 2022, the Company had fixed lease payment obligations of $116.0 million, with $24.8 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 March 26, 2022, the Company had inventory purchase obligations of $1,212.8 million, with $941.7 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 March 26, 2022, the Company had other purchase obligations of $549.4 million, with $348.8 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. 17 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 2, “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 25, 2021. There were no significant changes to the Company’s critical accounting policies and estimates in the 13-week period ended March 26, 2022. Item 3. Quantitative and Qualitat ive 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 25, 2021. There have been no material changes during the 13-week period ended March 26, 2022 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 March 26, 2022, 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 March 26, 2022 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 March 26, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 18 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 results of operations, financial position or cash flows. For additional information, see Note 6 – 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 25, 2021. Item 1A. Ri sk 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 25, 2021. There have been no material changes during the 13-week period ended March 26, 2022 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 Not applicable. Item 3. Defaults Upo n Senior Securities None. Item 4. Mine Saf ety Disclosures Not applicable. Item 5. Other Information Not applicable. 19 Item 6. Exhibits Exhibit 10.1 Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on April 22, 2022. 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 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 Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 20 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: April 27, 2022 21