x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Switzerland
|
98-0229227
|
(State or other jurisdiction
|
(I.R.S. Employer Identification No.)
|
of incorporation or organization)
|
|
Mühlentalstrasse 2
|
|
8200 Schaffhausen
|
N/A
|
Switzerland
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Registered Shares, CHF 10.00 Per Share Par Value
|
NASDAQ Global Select Market
|
(Title of each class)
|
(Name of each exchange on which registered)
|
Large Accelerated Filer
þ
|
Accelerated Filer
¨
|
Non-accelerated Filer
¨
|
Smaller reporting company
¨
|
(Do not check if a smaller reporting company)
|
|
|
|
Part of Form 10-K into
|
Document
|
|
which Incorporated
|
Company's Definitive Proxy Statement for the 2014 Annual Meeting of Shareholders which will be filed no later than 120 days after December 28, 2013.
|
|
Part III
|
|
Cautionary Statement With Respect To Forward-Looking Comments
|
3
|
|
|
|
|
Part I
|
|
|
|
|
Item 1.
|
Business
|
3
|
Item 1A.
|
Risk Factors
|
17
|
Item 1B.
|
Unresolved Staff Comments
|
28
|
Item 2.
|
Properties
|
28
|
Item 3.
|
Legal Proceedings
|
29
|
Item 4.
|
Mine Safety Disclosures
|
34
|
|
Executive Officers of the Registrant
|
34
|
|
|
|
|
Part II
|
|
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
35
|
Item 6.
|
Selected Financial Data
|
36
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
38
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
58
|
Item 8.
|
Financial Statements and Supplementary Data
|
60
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
93
|
Item 9A.
|
Controls and Procedures
|
93
|
Item 9B.
|
Other Information
|
95
|
|
|
|
|
Part III
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
96
|
Item 11.
|
Executive Compensation
|
97
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
97
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
98
|
Item 14.
|
Principal Accounting Fees and Services
|
98
|
|
|
|
|
Part IV
|
|
|
|
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
99
|
|
Signatures
|
105
|
2 | ||
|
3 | ||
|
4 | ||
|
5 | ||
|
6 | ||
|
7 | ||
|
Cycling Computers - |
8 | ||
|
9 | ||
|
10 | ||
|
11 | ||
|
·
|
Amazon.com
internet retailer;
|
·
|
Best Buy
one of the largest U.S. and Canadian electronics retailers;
|
·
|
Costco
an international chain of membership warehouses that carry quality, brand name merchandise
;
|
·
|
Halford’s
a large European retailer specializing in car parts and accessories; and
|
·
|
Wal-Mart
the world’s largest mass retailer.
|
12 | ||
|
13 | ||
|
|
|
December 28,
|
|
|
December 29,
|
|
|
December 31,
|
|
|||
($'s in thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Research and development
|
|
$
|
364,923
|
|
|
$
|
325,773
|
|
|
$
|
298,584
|
|
Percent of net sales
|
|
|
13.9
|
%
|
|
|
12.0
|
%
|
|
|
10.8
|
%
|
14 | ||
|
15 | ||
|
16 | ||
|
17 | ||
|
18 | ||
|
19 | ||
|
· | If demand increases beyond what we forecast, we would have to rapidly increase production. We would depend on suppliers to provide additional volumes of components and those suppliers might not be able to increase production rapidly enough to meet unexpected demand. |
20 | ||
|
· | Rapid increases in production levels to meet unanticipated demand could result in higher costs for manufacturing and supply of components and other expenses. These higher costs could lower our profit margins. Further, if production is increased rapidly, manufacturing quality could decline, which may also lower our margins and reduce customer satisfaction. |
· | If forecasted demand does not develop, we could have excess production resulting in higher inventories of finished products and components, which would use cash and could lead to write-offs of some or all of the excess inventories. Lower than forecasted demand could also result in excess manufacturing capacity or reduced manufacturing efficiencies at our facilities, which could result in lower margins. |
21 | ||
|
22 | ||
|
23 | ||
|
24 | ||
|
25 | ||
|
· | announcements and rumors of developments related to our business, our competitors, our suppliers or the markets in which we compete; |
· | quarterly fluctuations in our actual or anticipated operating results; |
· | the availability, pricing and timeliness of delivery of components, such as flash memory and liquid crystal displays, used in our products; |
· | general conditions in the worldwide economy, including fluctuations in interest rates; |
· | changes in applicable tax laws and tax rates; |
· | announcements of technological innovations; |
· | new products or product enhancements by us or our competitors; |
· | product obsolescence and our ability to manage product transitions; |
· | developments in patents or other intellectual property rights and litigation; |
26 | ||
|
· | developments in our relationships with our customers and suppliers; |
· | research reports or opinions issued by securities analysts or brokerage houses related to Garmin, our competitors, our suppliers or our customers; and |
· | any significant acts of terrorism against the United States, Taiwan or significant markets where we sell our products. |
27 | ||
|
28 | ||
|
29 | ||
|
30 | ||
|
31 | ||
|
32 | ||
|
33 | ||
|
34 | ||
|
|
|
Year Ended
|
|
||||||||||
|
|
December 28, 2013
|
|
December 29, 2012
|
|
||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
||||
First Quarter
|
|
$
|
42.25
|
|
$
|
32.97
|
|
$
|
48.86
|
|
$
|
39.36
|
|
Second Quarter
|
|
$
|
36.88
|
|
$
|
32.60
|
|
$
|
49.33
|
|
$
|
36.76
|
|
Third Quarter
|
|
$
|
45.42
|
|
$
|
34.96
|
|
$
|
42.45
|
|
$
|
35.84
|
|
Fourth Quarter
|
|
$
|
49.33
|
|
$
|
45.70
|
|
$
|
42.73
|
|
$
|
36.12
|
|
35 | ||
|
36 | ||
|
|
|
Years ended (1)
|
|
|||||||||||||
|
|
Dec. 28, 2013
|
|
Dec. 29, 2012
|
|
Dec. 31, 2011 (2)
|
|
Dec. 25, 2010
|
|
Dec. 26, 2009
|
|
|||||
|
|
(in thousands, except per share data)
|
|
|||||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
2,631,851
|
|
$
|
2,715,675
|
|
$
|
2,758,569
|
|
$
|
2,689,911
|
|
$
|
2,946,440
|
|
Cost of goods sold
|
|
|
1,224,551
|
|
|
1,277,195
|
|
|
1,419,977
|
|
|
1,343,537
|
|
|
1,502,329
|
|
Gross profit
|
|
|
1,407,300
|
|
|
1,438,480
|
|
|
1,338,592
|
|
|
1,346,374
|
|
|
1,444,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising expense
|
|
|
112,905
|
|
|
138,757
|
|
|
145,024
|
|
|
144,613
|
|
|
155,521
|
|
Selling, general and administrative
|
|
|
355,440
|
|
|
369,790
|
|
|
341,217
|
|
|
287,824
|
|
|
264,202
|
|
Research and development
|
|
|
364,923
|
|
|
325,773
|
|
|
298,584
|
|
|
277,261
|
|
|
238,378
|
|
Total operating expenses
|
|
|
833,268
|
|
|
834,320
|
|
|
784,825
|
|
|
709,698
|
|
|
658,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
574,032
|
|
|
604,160
|
|
|
553,767
|
|
|
636,676
|
|
|
786,010
|
|
Other income/(expense), net (3), (4)
|
|
|
79,526
|
|
|
20,368
|
|
|
30,394
|
|
|
(59,404)
|
|
|
22,641
|
|
Income before income taxes
|
|
|
653,558
|
|
|
624,528
|
|
|
584,161
|
|
|
577,272
|
|
|
808,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision/(benefit) (5)
|
|
|
41,146
|
|
|
82,125
|
|
|
63,265
|
|
|
(7,331)
|
|
|
104,701
|
|
Net income
|
|
$
|
612,412
|
|
$
|
542,403
|
|
$
|
520,896
|
|
$
|
584,603
|
|
$
|
703,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
3.13
|
|
$
|
2.78
|
|
$
|
2.68
|
|
$
|
2.97
|
|
$
|
3.51
|
|
Diluted
|
|
$
|
3.12
|
|
$
|
2.76
|
|
$
|
2.67
|
|
$
|
2.95
|
|
$
|
3.50
|
|
Weighted average common shares
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
195,411
|
|
|
194,909
|
|
|
194,105
|
|
|
196,979
|
|
|
200,395
|
|
Diluted
|
|
|
196,341
|
|
|
196,213
|
|
|
194,894
|
|
|
198,009
|
|
|
201,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid per share
|
|
$
|
1.80
|
|
$
|
1.80
|
|
$
|
1.60
|
|
$
|
1.50
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data (at end of Period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,179,149
|
|
$
|
1,231,180
|
|
$
|
1,287,160
|
|
$
|
1,260,936
|
|
$
|
1,091,581
|
|
Marketable securities
|
|
|
1,651,968
|
|
|
1,641,395
|
|
|
1,208,155
|
|
|
801,819
|
|
|
766,047
|
|
Total assets
|
|
|
4,869,699
|
|
|
4,819,124
|
|
|
4,471,338
|
|
|
3,988,688
|
|
|
3,828,082
|
|
Total debt
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Total stockholders' equity
|
|
|
3,659,706
|
|
|
3,531,796
|
|
|
3,256,581
|
|
|
3,049,562
|
|
|
2,836,447
|
|
(1)
|
Our fiscal year-end is the last Saturday of the calendar year and does not always fall on December 31.
All years presented contain 52 weeks excluding Fiscal 2011 which includes 53 weeks.
|
(2)
|
Includes a change in estimate for per unit revenue and cost deferrals.
The increase to net sales, gross profit, net income, basic net income per share and diluted net income per share was $77.8 million, $66.5 million, $59.3 million, $0.31, and $0.30, respectively.
|
(3)
|
Other income/(expense), net mainly consists of gain and/or loss on sale of equity securities, interest income, interest expense, and foreign currency gain (loss)
|
(4)
|
Includes $35.5 million foreign currency gain in 2013 and $20.0 million, $12.1 million, $88.4 million, and $6.0 million foreign currency losses in 2012, 2011, 2010, and 2009 respectively.
|
(5)
|
Includes a $68.7 million material income tax reserve release of uncertain tax position reserves from 2009 partially offset by Taiwan surtax expense due to the release of reserves, recorded in 2013, and a $98.7 million material income tax reserve release of uncertain tax position reserves from 2006 to 2008, partially offset by a settlement for the 2007 tax year in the US and Taiwan surtax expense due to the release of reserves, recorded in 2010.
|
37 | ||
|
38 | ||
|
39 | ||
|
40 | ||
|
41 | ||
|
42 | ||
|
43 | ||
|
44 | ||
|
|
|
Fiscal Years Ended
|
|
||||||
|
|
Dec. 28,
|
|
|
Dec. 29,
|
|
|
Dec. 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Net sales
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of goods sold
|
|
47
|
%
|
|
47
|
%
|
|
51
|
%
|
Gross profit
|
|
53
|
%
|
|
53
|
%
|
|
49
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
Selling, general and administrative
|
|
14
|
%
|
|
14
|
%
|
|
12
|
%
|
Research and development
|
|
14
|
%
|
|
12
|
%
|
|
11
|
%
|
Total operating expenses
|
|
32
|
%
|
|
31
|
%
|
|
28
|
%
|
Operating income
|
|
22
|
%
|
|
22
|
%
|
|
20
|
%
|
Other income / (expense) , net
|
|
3
|
%
|
|
1
|
%
|
|
1
|
%
|
Income before income taxes
|
|
25
|
%
|
|
23
|
%
|
|
21
|
%
|
Provision for income taxes
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
Net income
|
|
23
|
%
|
|
20
|
%
|
|
19
|
%
|
45 | ||
|
Fiscal year ended December 28, 2013
|
|
Outdoor
|
|
Fitness
|
|
Marine
|
|
Automotive/
Mobile |
|
Aviation
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
410,989
|
|
$
|
356,283
|
|
$
|
222,928
|
|
$
|
1,302,314
|
|
$
|
339,337
|
|
Cost of goods sold
|
|
|
148,460
|
|
|
133,358
|
|
|
107,837
|
|
|
737,231
|
|
|
97,665
|
|
Gross profit
|
|
|
262,529
|
|
|
222,925
|
|
|
115,091
|
|
|
565,083
|
|
|
241,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
19,805
|
|
|
24,153
|
|
|
11,435
|
|
|
52,478
|
|
|
5,034
|
|
Selling, general and administrative expenses
|
|
|
59,058
|
|
|
50,765
|
|
|
38,578
|
|
|
187,449
|
|
|
19,590
|
|
Research and development
|
|
|
24,469
|
|
|
27,757
|
|
|
46,585
|
|
|
136,639
|
|
|
129,473
|
|
Total expenses
|
|
|
103,332
|
|
|
102,675
|
|
|
96,598
|
|
|
376,566
|
|
|
154,097
|
|
Operating income
|
|
|
159,197
|
|
|
120,250
|
|
|
18,493
|
|
|
188,517
|
|
|
87,575
|
|
Other income / (expense), net
|
|
|
9,352
|
|
|
11,161
|
|
|
7,500
|
|
|
46,005
|
|
|
5,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
168,549
|
|
$
|
131,411
|
|
$
|
25,993
|
|
$
|
234,522
|
|
$
|
93,083
|
|
Fiscal year ended December 29, 2012
|
|
Outdoor
|
|
Fitness
|
|
Marine
|
|
Automotive/
Mobile |
|
Aviation
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
401,747
|
|
$
|
321,788
|
|
$
|
208,136
|
|
$
|
1,492,440
|
|
$
|
291,564
|
|
Cost of goods sold
|
|
|
141,183
|
|
|
117,173
|
|
|
82,935
|
|
|
849,527
|
|
|
86,377
|
|
Gross profit
|
|
|
260,564
|
|
|
204,615
|
|
|
125,201
|
|
|
642,913
|
|
|
205,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
20,812
|
|
|
25,322
|
|
|
14,804
|
|
|
72,817
|
|
|
5,002
|
|
Selling, general and administrative expenses
|
|
|
54,535
|
|
|
43,943
|
|
|
33,540
|
|
|
220,669
|
|
|
17,103
|
|
Research and development
|
|
|
20,606
|
|
|
23,543
|
|
|
42,857
|
|
|
128,661
|
|
|
110,106
|
|
Total expenses
|
|
|
95,953
|
|
|
92,808
|
|
|
91,201
|
|
|
422,147
|
|
|
132,211
|
|
Operating income
|
|
|
164,611
|
|
|
111,807
|
|
|
34,000
|
|
|
220,766
|
|
|
72,976
|
|
Other income / (expense), net
|
|
|
3,123
|
|
|
2,467
|
|
|
1,725
|
|
|
10,852
|
|
|
2,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
167,734
|
|
$
|
114,274
|
|
$
|
35,725
|
|
$
|
231,618
|
|
$
|
75,177
|
|
Fiscal year ended December 31, 2011
|
|
Outdoor
|
|
Fitness
|
|
Marine
|
|
Automotive/
Mobile |
|
Aviation
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
363,223
|
|
$
|
298,163
|
|
$
|
221,730
|
|
$
|
1,590,598
|
|
$
|
284,855
|
|
Cost of goods sold
|
|
|
124,373
|
|
|
116,404
|
|
|
92,077
|
|
|
993,581
|
|
|
93,542
|
|
Gross profit
|
|
|
238,850
|
|
|
181,759
|
|
|
129,653
|
|
|
597,017
|
|
|
191,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
16,739
|
|
|
18,831
|
|
|
11,310
|
|
|
93,456
|
|
|
4,688
|
|
Selling, general and administrative expenses
|
|
|
43,181
|
|
|
38,495
|
|
|
30,990
|
|
|
212,545
|
|
|
16,006
|
|
Research and development
|
|
|
17,419
|
|
|
22,332
|
|
|
29,708
|
|
|
130,179
|
|
|
98,946
|
|
Total expenses
|
|
|
77,339
|
|
|
79,658
|
|
|
72,008
|
|
|
436,180
|
|
|
119,640
|
|
Operating income
|
|
|
161,511
|
|
|
102,101
|
|
|
57,645
|
|
|
160,837
|
|
|
71,673
|
|
Other income / (expense), net
|
|
|
9,734
|
|
|
5,780
|
|
|
2,447
|
|
|
10,880
|
|
|
1,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
171,245
|
|
$
|
107,881
|
|
$
|
60,092
|
|
$
|
171,717
|
|
$
|
73,226
|
|
46 | ||
|
|
|
52-weeks ended December 28, 2013
|
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Net Sales
|
|
% of Revenues
|
|
|
Net Sales
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
410,989
|
|
16
|
%
|
|
$
|
401,747
|
|
15
|
%
|
|
$
|
9,242
|
|
2
|
%
|
|
Fitness
|
|
|
356,283
|
|
14
|
%
|
|
|
321,788
|
|
12
|
%
|
|
|
34,495
|
|
11
|
%
|
|
Marine
|
|
|
222,928
|
|
8
|
%
|
|
|
208,136
|
|
7
|
%
|
|
|
14,792
|
|
7
|
%
|
|
Automotive/Mobile
|
|
|
1,302,314
|
|
49
|
%
|
|
|
1,492,440
|
|
55
|
%
|
|
|
(190,126)
|
|
-13
|
%
|
|
Aviation
|
|
|
339,337
|
|
13
|
%
|
|
|
291,564
|
|
11
|
%
|
|
|
47,773
|
|
16
|
%
|
|
Total
|
|
$
|
2,631,851
|
|
100
|
%
|
|
$
|
2,715,675
|
|
100
|
%
|
|
$
|
(83,824)
|
|
-3
|
%
|
|
|
|
52-weeks ended December 28, 2013
|
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Cost of Goods
|
|
% of Revenues
|
|
|
Cost of Goods
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
148,460
|
|
36
|
%
|
|
$
|
141,183
|
|
35
|
%
|
|
$
|
7,277
|
|
5
|
%
|
|
Fitness
|
|
|
133,358
|
|
37
|
%
|
|
|
117,173
|
|
36
|
%
|
|
|
16,185
|
|
14
|
%
|
|
Marine
|
|
|
107,837
|
|
48
|
%
|
|
|
82,935
|
|
40
|
%
|
|
|
24,902
|
|
30
|
%
|
|
Automotive/Mobile
|
|
|
737,231
|
|
57
|
%
|
|
|
849,527
|
|
57
|
%
|
|
|
(112,296)
|
|
-13
|
%
|
|
Aviation
|
|
|
97,665
|
|
29
|
%
|
|
|
86,377
|
|
30
|
%
|
|
|
11,288
|
|
13
|
%
|
|
Total
|
|
$
|
1,224,551
|
|
47
|
%
|
|
$
|
1,277,195
|
|
47
|
%
|
|
$
|
(52,644)
|
|
-4
|
%
|
|
47 | ||
|
|
|
52-weeks ended December 28, 2013
|
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Gross Profit
|
|
% of Revenues
|
|
|
Gross Profit
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
262,529
|
|
64
|
%
|
|
$
|
260,564
|
|
65
|
%
|
|
$
|
1,965
|
|
1
|
%
|
|
Fitness
|
|
|
222,925
|
|
63
|
%
|
|
|
204,615
|
|
64
|
%
|
|
|
18,310
|
|
9
|
%
|
|
Marine
|
|
|
115,091
|
|
52
|
%
|
|
|
125,201
|
|
60
|
%
|
|
|
(10,110)
|
|
-8
|
%
|
|
Automotive/Mobile
|
|
|
565,083
|
|
43
|
%
|
|
|
642,913
|
|
43
|
%
|
|
|
(77,830)
|
|
-12
|
%
|
|
Aviation
|
|
|
241,672
|
|
71
|
%
|
|
|
205,187
|
|
70
|
%
|
|
|
36,485
|
|
18
|
%
|
|
Total
|
|
$
|
1,407,300
|
|
53
|
%
|
|
$
|
1,438,480
|
|
53
|
%
|
|
$
|
(31,180)
|
|
-2
|
%
|
|
|
|
52-weeks ended December 28, 2013
|
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Advertising
Expense |
|
% of Revenues
|
|
|
Advertising
Expense |
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
19,805
|
|
5
|
%
|
|
$
|
20,812
|
|
5
|
%
|
|
$
|
(1,007)
|
|
-5
|
%
|
|
Fitness
|
|
|
24,153
|
|
7
|
%
|
|
|
25,322
|
|
8
|
%
|
|
|
(1,169)
|
|
-5
|
%
|
|
Marine
|
|
|
11,435
|
|
5
|
%
|
|
|
14,804
|
|
7
|
%
|
|
|
(3,369)
|
|
-23
|
%
|
|
Automotive/Mobile
|
|
|
52,478
|
|
4
|
%
|
|
|
72,817
|
|
5
|
%
|
|
|
(20,339)
|
|
-28
|
%
|
|
Aviation
|
|
|
5,034
|
|
1
|
%
|
|
|
5,002
|
|
2
|
%
|
|
|
32
|
|
1
|
%
|
|
Total
|
|
$
|
112,905
|
|
4
|
%
|
|
$
|
138,757
|
|
5
|
%
|
|
$
|
(25,852)
|
|
-19
|
%
|
|
48 | ||
|
|
|
52-weeks ended December 28, 2013
|
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Selling, General &
Admin. Expenses |
|
% of Revenues
|
|
|
Selling, General &
Admin. Expenses |
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
59,058
|
|
14
|
%
|
|
$
|
54,535
|
|
14
|
%
|
|
$
|
4,523
|
|
8
|
%
|
|
Fitness
|
|
|
50,765
|
|
14
|
%
|
|
|
43,943
|
|
14
|
%
|
|
|
6,822
|
|
16
|
%
|
|
Marine
|
|
|
38,578
|
|
17
|
%
|
|
|
33,540
|
|
16
|
%
|
|
|
5,038
|
|
15
|
%
|
|
Automotive/Mobile
|
|
|
187,449
|
|
14
|
%
|
|
|
220,669
|
|
15
|
%
|
|
|
(33,220)
|
|
-15
|
%
|
|
Aviation
|
|
|
19,590
|
|
6
|
%
|
|
|
17,103
|
|
6
|
%
|
|
|
2,487
|
|
15
|
%
|
|
Total
|
|
$
|
355,440
|
|
14
|
%
|
|
$
|
369,790
|
|
14
|
%
|
|
$
|
(14,350)
|
|
-4
|
%
|
|
|
|
52-weeks ended December 28, 2013
|
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Research &
Development |
|
% of Revenues
|
|
|
Research &
Development |
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
24,469
|
|
6
|
%
|
|
$
|
20,606
|
|
5
|
%
|
|
$
|
3,863
|
|
19
|
%
|
|
Fitness
|
|
|
27,757
|
|
8
|
%
|
|
|
23,543
|
|
7
|
%
|
|
|
4,214
|
|
18
|
%
|
|
Marine
|
|
|
46,585
|
|
21
|
%
|
|
|
42,857
|
|
21
|
%
|
|
|
3,728
|
|
9
|
%
|
|
Automotive/Mobile
|
|
|
136,639
|
|
10
|
%
|
|
|
128,661
|
|
9
|
%
|
|
|
7,978
|
|
6
|
%
|
|
Aviation
|
|
|
129,473
|
|
38
|
%
|
|
|
110,106
|
|
38
|
%
|
|
|
19,367
|
|
18
|
%
|
|
Total
|
|
$
|
364,923
|
|
14
|
%
|
|
$
|
325,773
|
|
12
|
%
|
|
$
|
39,150
|
|
12
|
%
|
|
|
|
52-weeks ended December 28, 2013
|
|
52-weeks ended December 29, 2012
|
|
|
Year over Year
|
|
|
||||||||||
|
|
Operating Income
|
|
% of Revenues
|
|
|
Operating Income
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
159,197
|
|
39
|
%
|
|
$
|
164,611
|
|
41
|
%
|
|
$
|
(5,414)
|
|
-3
|
%
|
|
Fitness
|
|
|
120,250
|
|
34
|
%
|
|
|
111,807
|
|
35
|
%
|
|
|
8,443
|
|
8
|
%
|
|
Marine
|
|
|
18,493
|
|
8
|
%
|
|
|
34,000
|
|
16
|
%
|
|
|
(15,507)
|
|
-46
|
%
|
|
Automotive/Mobile
|
|
|
188,517
|
|
14
|
%
|
|
|
220,766
|
|
15
|
%
|
|
|
(32,249)
|
|
-15
|
%
|
|
Aviation
|
|
|
87,575
|
|
26
|
%
|
|
|
72,976
|
|
25
|
%
|
|
|
14,599
|
|
20
|
%
|
|
Total
|
|
$
|
574,032
|
|
22
|
%
|
|
$
|
604,160
|
|
22
|
%
|
|
$
|
(30,128)
|
|
-5
|
%
|
|
49 | ||
|
|
|
52-weeks ended
December 28, 2013 |
|
52-weeks ended
December 29, 2012 |
|
||
Interest Income
|
|
$
|
35,271
|
|
$
|
35,108
|
|
Foreign Currency Exchange
|
|
|
35,538
|
|
|
(20,022)
|
|
Other
|
|
|
8,717
|
|
|
5,282
|
|
Total
|
|
$
|
79,526
|
|
$
|
20,368
|
|
50 | ||
|
|
|
52-weeks ended December 28, 2012
|
|
|
52-weeks ended December 29, 2011
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Net Sales
|
|
% of Revenues
|
|
|
Net Sales
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
401,747
|
|
15
|
%
|
|
$
|
363,223
|
|
13
|
%
|
|
$
|
38,524
|
|
11
|
%
|
|
Fitness
|
|
|
321,788
|
|
12
|
%
|
|
|
298,163
|
|
11
|
%
|
|
|
23,625
|
|
8
|
%
|
|
Marine
|
|
|
208,136
|
|
7
|
%
|
|
|
221,730
|
|
8
|
%
|
|
|
(13,594)
|
|
-6
|
%
|
|
Automotive/Mobile
|
|
|
1,492,440
|
|
55
|
%
|
|
|
1,590,598
|
|
58
|
%
|
|
|
(98,158)
|
|
-6
|
%
|
|
Aviation
|
|
|
291,564
|
|
11
|
%
|
|
|
284,855
|
|
10
|
%
|
|
|
6,709
|
|
2
|
%
|
|
Total
|
|
$
|
2,715,675
|
|
100
|
%
|
|
$
|
2,758,569
|
|
100
|
%
|
|
$
|
(42,894)
|
|
-2
|
%
|
|
51 | ||
|
|
|
52-weeks ended December 29, 2012
|
|
|
53-weeks ended December 31, 2011
|
|
|
Year over Year
|
|
|
|||||||||
|
|
|
Cost of Goods
|
|
% of Revenues
|
|
|
Cost of Goods
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
||
Outdoor
|
|
$
|
141,183
|
|
35
|
%
|
|
$
|
124,373
|
|
34
|
%
|
|
$
|
16,810
|
|
14
|
%
|
|
Fitness
|
|
|
117,173
|
|
36
|
%
|
|
|
116,404
|
|
39
|
%
|
|
|
769
|
|
1
|
%
|
|
Marine
|
|
|
82,935
|
|
40
|
%
|
|
|
92,077
|
|
42
|
%
|
|
|
(9,142)
|
|
-10
|
%
|
|
Automotive/Mobile
|
|
|
849,527
|
|
57
|
%
|
|
|
993,581
|
|
62
|
%
|
|
|
(144,054)
|
|
-14
|
%
|
|
Aviation
|
|
|
86,377
|
|
30
|
%
|
|
|
93,542
|
|
33
|
%
|
|
|
(7,165)
|
|
-8
|
%
|
|
Total
|
|
$
|
1,277,195
|
|
47
|
%
|
|
$
|
1,419,977
|
|
51
|
%
|
|
$
|
(142,782)
|
|
-10
|
%
|
|
|
|
52-weeks ended December 29, 2012
|
|
|
53-weeks ended December 31, 2011
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Gross Profit
|
|
% of Revenues
|
|
|
Gross Profit
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
260,564
|
|
65
|
%
|
|
$
|
238,850
|
|
66
|
%
|
|
$
|
21,714
|
|
9
|
%
|
|
Fitness
|
|
|
204,615
|
|
64
|
%
|
|
|
181,759
|
|
61
|
%
|
|
|
22,856
|
|
13
|
%
|
|
Marine
|
|
|
125,201
|
|
60
|
%
|
|
|
129,653
|
|
58
|
%
|
|
|
(4,452)
|
|
-3
|
%
|
|
Automotive/Mobile
|
|
|
642,913
|
|
43
|
%
|
|
|
597,017
|
|
38
|
%
|
|
|
45,896
|
|
8
|
%
|
|
Aviation
|
|
|
205,187
|
|
70
|
%
|
|
|
191,313
|
|
67
|
%
|
|
|
13,874
|
|
7
|
%
|
|
Total
|
|
$
|
1,438,480
|
|
53
|
%
|
|
$
|
1,338,592
|
|
49
|
%
|
|
$
|
99,888
|
|
7
|
%
|
|
52 | ||
|
|
|
52-weeks ended December 29, 2012
|
|
|
53-weeks ended December 31, 2011
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Advertising
|
|
|
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Expense
|
|
% of Revenues
|
|
|
Expense
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
20,812
|
|
5
|
%
|
|
$
|
16,739
|
|
5
|
%
|
|
$
|
4,073
|
|
24
|
%
|
|
Fitness
|
|
|
25,322
|
|
8
|
%
|
|
|
18,831
|
|
6
|
%
|
|
|
6,491
|
|
34
|
%
|
|
Marine
|
|
|
14,804
|
|
7
|
%
|
|
|
11,310
|
|
5
|
%
|
|
|
3,494
|
|
31
|
%
|
|
Automotive/Mobile
|
|
|
72,817
|
|
5
|
%
|
|
|
93,456
|
|
6
|
%
|
|
|
(20,639)
|
|
-22
|
%
|
|
Aviation
|
|
|
5,002
|
|
2
|
%
|
|
|
4,688
|
|
2
|
%
|
|
|
314
|
|
7
|
%
|
|
Total
|
|
$
|
138,757
|
|
5
|
%
|
|
$
|
145,024
|
|
5
|
%
|
|
$
|
(6,267)
|
|
-4
|
%
|
|
|
|
52-weeks ended December 29, 2012
|
|
|
53-weeks ended December 31, 2011
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Selling, General &
|
|
|
|
|
Selling, General &
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Admin. Expenses
|
|
% of Revenues
|
|
|
Admin. Expenses
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
54,535
|
|
14
|
%
|
|
$
|
43,181
|
|
12
|
%
|
|
$
|
11,354
|
|
26
|
%
|
|
Fitness
|
|
|
43,943
|
|
14
|
%
|
|
|
38,495
|
|
13
|
%
|
|
|
5,448
|
|
14
|
%
|
|
Marine
|
|
|
33,540
|
|
16
|
%
|
|
|
30,990
|
|
14
|
%
|
|
|
2,550
|
|
8
|
%
|
|
Automotive/Mobile
|
|
|
220,669
|
|
15
|
%
|
|
|
212,545
|
|
13
|
%
|
|
|
8,124
|
|
4
|
%
|
|
Aviation
|
|
|
17,103
|
|
6
|
%
|
|
|
16,006
|
|
6
|
%
|
|
|
1,097
|
|
7
|
%
|
|
Total
|
|
$
|
369,790
|
|
14
|
%
|
|
$
|
341,217
|
|
12
|
%
|
|
$
|
28,573
|
|
8
|
%
|
|
|
|
52-weeks ended December 29, 2012
|
|
|
53-weeks ended December 31, 2011
|
|
|
Year over Year
|
|
|
|||||||||
|
|
Research &
|
|
|
|
|
Research &
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Development
|
|
% of Revenues
|
|
|
Development
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
|||
Outdoor
|
|
$
|
20,606
|
|
5
|
%
|
|
$
|
17,419
|
|
5
|
%
|
|
$
|
3,187
|
|
18
|
%
|
|
Fitness
|
|
|
23,543
|
|
7
|
%
|
|
|
22,332
|
|
7
|
%
|
|
|
1,211
|
|
5
|
%
|
|
Marine
|
|
|
42,857
|
|
21
|
%
|
|
|
29,708
|
|
13
|
%
|
|
|
13,149
|
|
44
|
%
|
|
Automotive/Mobile
|
|
|
128,661
|
|
9
|
%
|
|
|
130,179
|
|
8
|
%
|
|
|
(1,518)
|
|
-1
|
%
|
|
Aviation
|
|
|
110,106
|
|
38
|
%
|
|
|
98,946
|
|
35
|
%
|
|
|
11,160
|
|
11
|
%
|
|
Total
|
|
$
|
325,773
|
|
12
|
%
|
|
$
|
298,584
|
|
11
|
%
|
|
$
|
27,189
|
|
9
|
%
|
|
53 | ||
|
|
|
52-weeks ended December 29, 2012
|
|
|
53-weeks ended December 31, 2011
|
|
|
Year over Year
|
|
|
||||||||||||
|
|
Operating Income
|
|
% of Revenues
|
|
|
Operating Income
|
|
% of Revenues
|
|
|
$ Change
|
|
% Change
|
|
|
||||||
Outdoor
|
|
$
|
164,611
|
|
|
41
|
%
|
|
$
|
161,511
|
|
|
44
|
%
|
|
$
|
3,100
|
|
|
2
|
%
|
|
Fitness
|
|
|
111,807
|
|
|
35
|
%
|
|
|
102,101
|
|
|
34
|
%
|
|
|
9,706
|
|
|
10
|
%
|
|
Marine
|
|
|
34,000
|
|
|
16
|
%
|
|
|
57,645
|
|
|
26
|
%
|
|
|
(23,645)
|
|
|
-41
|
%
|
|
Automotive/Mobile
|
|
|
220,766
|
|
|
15
|
%
|
|
|
160,837
|
|
|
10
|
%
|
|
|
59,929
|
|
|
37
|
%
|
|
Aviation
|
|
|
72,976
|
|
|
25
|
%
|
|
|
71,673
|
|
|
25
|
%
|
|
|
1,303
|
|
|
2
|
%
|
|
Total
|
|
$
|
604,160
|
|
|
22
|
%
|
|
$
|
553,767
|
|
|
20
|
%
|
|
$
|
50,393
|
|
|
9
|
%
|
|
|
|
52-weeks ended
|
|
53-weeks ended
|
|
||
|
|
December 29, 2012
|
|
December 31, 2011
|
|
||
Interest Income
|
|
$
|
35,108
|
|
$
|
32,812
|
|
Foreign Currency Exchange
|
|
|
(20,022)
|
|
|
(12,100)
|
|
Other
|
|
|
5,282
|
|
|
9,682
|
|
Total
|
|
$
|
20,368
|
|
$
|
30,394
|
|
54 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
(In thousands)
|
|
Dec 28,
2013 |
|
Dec 29,
2012 |
|
Dec 31,
2011 |
|
|||
Net cash provided by operating activities
|
|
$
|
630,084
|
|
$
|
684,745
|
|
$
|
822,334
|
|
· | the impact of increasing unrealized foreign currency gains providing $80.2 million less cash due primarily to foreign currency rate fluctuations related to our Taiwan operations which utilize the Taiwan Dollar as their functional currency resulting in translation of assets and liabilities to U.S. Dollar |
· | deferred revenue/costs providing $70.8 million less working capital benefit due to the increased amortization of previously deferred revenue/cost exceeding current period revenue deferrals as discussed in the Results of Operations section above |
· | other current and noncurrent assets providing $61.7 million less cash primarily due to the reimbursement of tax withholdings of $51.4 million from the Swiss Federal Tax Authority in 2012 |
· | inventories and related provisions for obsolete and slow moving inventories providing $11.7 million less cash due to valuation fluctuations related to inventories held in foreign currencies |
· | the impact of decreasing depreciation and amortization providing $11.7 million less non-cash adjustment to net income and |
· | the impact of decreasing stock compensation expense providing $6.7 million less non-cash adjustment to net income |
· | net income increasing by $70.0 million as discussed in the Results of Operations section above |
· | accounts payable providing $57.0 million more cash primarily due to the impact of lower revenues and associated expenses in 2013 |
· | deferred income taxes providing $40.0 million more cash due primarily to the impact of decreased deferred revenue/costs and |
· | accounts receivable and related provision for doubtful accounts providing $26.4 million more cash primarily due to the impact of lower revenues and the associated decline in receivables |
· | accounts receivable and related provision for doubtful accounts providing $158.1 million less cash primarily due to lower revenue in 2012 and the impact of the 53-week fiscal year in 2011 which allowed for additional collections |
· | deferred revenue/costs providing $90.8 million less working capital benefit due to the increased amortization of previously deferred revenue/cost and reduced per unit revenue deferrals, offset by the impact of increased sales of bundled units requiring deferral, all of which is discussed in the Results of Operations section above, and |
· | income taxes payable providing $51.5 million less cash due to increased payments and the timing of disbursements during the year |
55 | ||
|
· | other current and non-current assets providing $100.7 million more cash due primarily to the payment of tax withholdings of $51.4 million to the Swiss Federal Tax Authority in 2011 and the refund of those withholdings in 2012 |
· | other current and non-current liabilities providing $27.9 million more cash due to lower royalty costs and the timing of such payments |
· | net income increasing by $21.5 million as discussed in the Results of Operations section above, and |
· | the impact of increasing unrealized foreign currency losses providing $21.4 million more cash |
|
|
Fiscal Year Ended
|
|
|||||||
(In thousands)
|
|
Dec 28,
2013 |
|
Dec 29,
2012 |
|
Dec 31,
2011 |
|
|||
Net cash used in investing activities
|
|
$
|
(274,442)
|
|
$
|
(496,228)
|
|
$
|
(488,198)
|
|
· | decreased net investments in marketable securities providing cash of $368.3 million |
· | increased cash advanced under a loan receivable commitment with Bombardier of $137.4 million, and |
· | increased purchases of property and equipment of $17.6 million |
· | increased investments in marketable securities using cash of $50.7 million |
· | decreased cash paid for acquisitions of $46.5 million |
56 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
(In thousands)
|
|
Dec 28,
2013 |
|
Dec 29,
2012 |
|
Dec 31,
2011 |
|
|||
Net cash used in financing activities
|
|
$
|
(406,838)
|
|
$
|
(249,849)
|
|
$
|
(307,413)
|
|
· | increased dividend payments of $98.3 million due to the timing of our calendar fourth quarter 2012 dividend occurring after the close of our fiscal year and the increase in our year-over-year dividend rate (our dividend has progressively increased from $0.40 per share for the four calendar quarters beginning in June 2011 to $0.45 per share for calendar quarters after March 2012) and |
· | increased purchase of treasury stock of $58.4 million under a share repurchase authorization |
· | decreased dividend payments of $57.4 million due to the timing of our calendar fourth quarter 2012 dividend occurring after the close of our fiscal year |
|
|
Payments due by period
|
|
|||||||||||||
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
|
|||||
Contractual Obligations
|
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
|
|||||
Operating Leases
|
|
$
|
69.7
|
|
$
|
15.5
|
|
$
|
25.5
|
|
$
|
14.6
|
|
$
|
14.1
|
|
57 | ||
|
58 | ||
|
59 | ||
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
61
|
Consolidated Balance Sheets at December 28, 2013 and December 29, 2012
|
62
|
Consolidated Statements of Income for the Years Ended December 28, 2013, December 29, 2012 and December 31, 2011
|
63
|
Consolidated Statements of Comprehensive Income for the Years Ended December 28, 2013, December 29, 2012 and December 31, 2011
|
64
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 28, 2013, December 29, 2012 and December 31, 2011
|
65
|
Consolidated Statements of Cash Flows for the Years December 28, 2013, December 29, 2012 and December 31, 2011
|
66
|
Notes to Consolidated Financial Statements
|
68
|
60 | ||
|
|
/s/ Ernst & Young LLP
|
|
|
Kansas City, Missouri
|
|
February 19, 2014
|
|
61 | ||
|
|
|
December 28,
|
|
December 29,
|
|
||
|
|
2013
|
|
2012
|
|
||
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,179,149
|
|
$
|
1,231,180
|
|
Marketable securities (Note 3)
|
|
|
149,862
|
|
|
153,083
|
|
Accounts receivable, less allowance for doubtful accounts of
$20,367 in 2013 and $20,582 in 2012 |
|
|
564,586
|
|
|
603,673
|
|
Inventories, net
|
|
|
382,226
|
|
|
389,931
|
|
Deferred income taxes (Note 6)
|
|
|
69,823
|
|
|
68,785
|
|
Deferred costs
|
|
|
57,368
|
|
|
53,948
|
|
Loan receivable
|
|
|
137,379
|
|
|
-
|
|
Prepaid expenses and other current assets
|
|
|
55,243
|
|
|
35,520
|
|
Total current assets
|
|
|
2,595,636
|
|
|
2,536,120
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
|
Land and improvements
|
|
|
98,324
|
|
|
97,427
|
|
Building and improvements
|
|
|
300,820
|
|
|
284,534
|
|
Office furniture and equipment
|
|
|
156,731
|
|
|
135,246
|
|
Manufacturing equipment
|
|
|
123,346
|
|
|
131,019
|
|
Engineering equipment
|
|
|
96,180
|
|
|
90,817
|
|
Vehicles
|
|
|
20,879
|
|
|
20,695
|
|
|
|
|
796,280
|
|
|
759,738
|
|
Accumulated depreciation
|
|
|
(381,432)
|
|
|
(349,987)
|
|
|
|
|
414,848
|
|
|
409,751
|
|
|
|
|
|
|
|
|
|
Restricted cash (Note 4)
|
|
|
249
|
|
|
836
|
|
Marketable securities (Note 3)
|
|
|
1,502,106
|
|
|
1,488,312
|
|
Noncurrent deferred income tax (Note 6)
|
|
|
88,324
|
|
|
93,920
|
|
Noncurrent deferred costs
|
|
|
41,157
|
|
|
42,359
|
|
Intangible assets
|
|
|
219,494
|
|
|
232,597
|
|
Other assets
|
|
|
17,789
|
|
|
15,229
|
|
Total assets
|
|
$
|
4,879,603
|
|
$
|
4,819,124
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
146,582
|
|
$
|
131,263
|
|
Salaries and benefits payable
|
|
|
59,794
|
|
|
55,969
|
|
Accrued warranty costs
|
|
|
26,767
|
|
|
37,301
|
|
Accrued sales program costs
|
|
|
50,903
|
|
|
57,080
|
|
Deferred revenue
|
|
|
256,908
|
|
|
252,375
|
|
Accrued royalty costs
|
|
|
64,538
|
|
|
71,745
|
|
Accrued advertising expense
|
|
|
19,448
|
|
|
25,192
|
|
Other accrued expenses
|
|
|
65,657
|
|
|
69,806
|
|
Deferred income taxes (Note 6)
|
|
|
989
|
|
|
332
|
|
Income taxes payable
|
|
|
38,043
|
|
|
32,031
|
|
Dividend payable
|
|
|
175,675
|
|
|
175,932
|
|
Total current liabilities
|
|
|
905,304
|
|
|
909,026
|
|
|
|
|
|
|
|
|
|
Deferred income taxes (Note 6)
|
|
|
1,758
|
|
|
2,467
|
|
Non-current income taxes
|
|
|
140,933
|
|
|
181,754
|
|
Non-current deferred revenue
|
|
|
171,012
|
|
|
193,047
|
|
Other liabilities
|
|
|
890
|
|
|
1,034
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Shares, CHF 10 par value, 208,077,418 shares authorized and issued;
|
|
|
|
|
|
|
|
195,150,102 shares outstanding at December 28, 2013;
|
|
|
|
|
|
|
|
and 195,591,854 shares outstanding at December 29, 2012;
|
|
|
|
|
|
|
|
(Notes 9, 10, 11, and 12):
|
|
|
1,797,435
|
|
|
1,797,435
|
|
Additional paid-in capital
|
|
|
79,263
|
|
|
72,462
|
|
Treasury stock
|
|
|
(120,620)
|
|
|
(81,280)
|
|
Retained earnings
|
|
|
1,865,587
|
|
|
1,604,625
|
|
Accumulated other comprehensive income
|
|
|
38,041
|
|
|
138,554
|
|
Total stockholders' equity
|
|
|
3,659,706
|
|
|
3,531,796
|
|
Total liabilities and stockholders' equity
|
|
$
|
4,879,603
|
|
$
|
4,819,124
|
|
62 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
2,631,851
|
|
$
|
2,715,675
|
|
$
|
2,758,569
|
|
Cost of goods sold
|
|
|
1,224,551
|
|
|
1,277,195
|
|
|
1,419,977
|
|
Gross profit
|
|
|
1,407,300
|
|
|
1,438,480
|
|
|
1,338,592
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising expense
|
|
|
112,905
|
|
|
138,757
|
|
|
145,024
|
|
Selling, general and administrative expenses
|
|
|
355,440
|
|
|
369,790
|
|
|
341,217
|
|
Research and development expense
|
|
|
364,923
|
|
|
325,773
|
|
|
298,584
|
|
|
|
|
833,268
|
|
|
834,320
|
|
|
784,825
|
|
Operating income
|
|
|
574,032
|
|
|
604,160
|
|
|
553,767
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
35,271
|
|
|
35,108
|
|
|
32,812
|
|
Foreign currency gains (losses)
|
|
|
35,538
|
|
|
(20,022)
|
|
|
(12,100)
|
|
Other
|
|
|
8,717
|
|
|
5,282
|
|
|
9,682
|
|
|
|
|
79,526
|
|
|
20,368
|
|
|
30,394
|
|
Income before income taxes
|
|
|
653,558
|
|
|
624,528
|
|
|
584,161
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit): (Note 6)
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
27,771
|
|
|
114,013
|
|
|
110,755
|
|
Deferred
|
|
|
13,375
|
|
|
(31,888)
|
|
|
(47,490)
|
|
|
|
|
41,146
|
|
|
82,125
|
|
|
63,265
|
|
Net income
|
|
$
|
612,412
|
|
$
|
542,403
|
|
$
|
520,896
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share (Note 10)
|
|
$
|
3.13
|
|
$
|
2.78
|
|
$
|
2.68
|
|
Diluted net income per share (Note 10)
|
|
$
|
3.12
|
|
$
|
2.76
|
|
$
|
2.67
|
|
63 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net income
|
|
$
|
612,412
|
|
$
|
542,403
|
|
$
|
520,896
|
|
Foreign currency translation adjustment
|
|
|
(43,609)
|
|
|
52,516
|
|
|
14,716
|
|
Change in fair value of available-for-sale
marketable securities, net of deferred taxes |
|
|
(56,904)
|
|
|
(1,155)
|
|
|
16,473
|
|
Comprehensive income
|
|
$
|
511,899
|
|
$
|
593,764
|
|
$
|
552,085
|
|
64 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
||
|
|
Common
|
|
Paid-In
|
|
Treasury
|
|
Retained
|
|
Comprehensive
|
|
|
|
|
|||||
|
|
Stock
|
|
Capital
|
|
Stock
|
|
Earnings
|
|
Income/(Loss)
|
|
Total
|
|
||||||
Balance at December 25, 2010
|
|
$
|
1,797,435
|
|
$
|
38,268
|
|
$
|
(106,758)
|
|
$
|
1,264,613
|
|
$
|
56,004
|
|
$
|
3,049,562
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
520,896
|
|
|
|
|
|
520,896
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,716
|
|
|
14,716
|
|
Adjustment related to unrealized gains
(losses) on available-for-sale securities net of income tax effects of ($369) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,473
|
|
|
16,473
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
552,085
|
|
Dividends declared
|
|
|
|
|
|
|
|
|
|
|
|
(388,628)
|
|
|
|
|
|
(388,628)
|
|
Tax benefit from issuance of equity
awards |
|
|
|
|
|
3,313
|
|
|
|
|
|
|
|
|
|
|
|
3,313
|
|
Issuance of treasury stock related to
equity awards |
|
|
|
|
|
(19,924)
|
|
|
42,261
|
|
|
|
|
|
|
|
|
22,337
|
|
Stock compensation
|
|
|
|
|
|
40,212
|
|
|
|
|
|
|
|
|
|
|
|
40,212
|
|
Purchase of treasury stock related to
equity awards |
|
|
|
|
|
|
|
|
(22,300)
|
|
|
|
|
|
|
|
|
(22,300)
|
|
Reclassification of retired shares to
treasury shares |
|
|
|
|
|
|
|
|
(16,701)
|
|
|
16,701
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
|
$
|
1,797,435
|
|
$
|
61,869
|
|
$
|
(103,498)
|
|
$
|
1,413,582
|
|
$
|
87,193
|
|
$
|
3,256,581
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
542,403
|
|
|
|
|
|
542,403
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,516
|
|
|
52,516
|
|
Adjustment related to unrealized gains
(losses) on available-for-sale securities net of income tax effects of $46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,155)
|
|
|
(1,155)
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
593,764
|
|
Dividends declared
|
|
|
|
|
|
|
|
|
|
|
|
(351,360)
|
|
|
|
|
|
(351,360)
|
|
Tax benefit from issuance of
equity awards |
|
|
|
|
|
(516)
|
|
|
|
|
|
|
|
|
|
|
|
(516)
|
|
Issuance of treasury stock related to
equity awards |
|
|
|
|
|
(18,165)
|
|
|
40,963
|
|
|
|
|
|
|
|
|
22,798
|
|
Stock compensation
|
|
|
|
|
|
29,274
|
|
|
|
|
|
|
|
|
|
|
|
29,274
|
|
Purchase of treasury stock related to
equity awards |
|
|
|
|
|
|
|
|
(18,745)
|
|
|
|
|
|
|
|
|
(18,745)
|
|
Balance at December 29, 2012
|
|
$
|
1,797,435
|
|
$
|
72,462
|
|
$
|
(81,280)
|
|
$
|
1,604,625
|
|
$
|
138,554
|
|
$
|
3,531,796
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
612,412
|
|
|
|
|
|
612,412
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43,609)
|
|
|
(43,609)
|
|
Adjustment related to unrealized gains
(losses) on available-for-sale securities net of income tax effects of ($2,183) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,904)
|
|
|
(56,904)
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
511,899
|
|
Dividends declared
|
|
|
|
|
|
|
|
|
|
|
|
(351,450)
|
|
|
|
|
|
(351,450)
|
|
Tax benefit from issuance of equity
awards |
|
|
|
|
|
4,584
|
|
|
|
|
|
|
|
|
|
|
|
4,584
|
|
Issuance of treasury stock related to
equity awards |
|
|
|
|
|
(20,375)
|
|
|
43,145
|
|
|
|
|
|
|
|
|
22,770
|
|
Stock compensation
|
|
|
|
|
|
22,592
|
|
|
|
|
|
|
|
|
|
|
|
22,592
|
|
Purchase of treasury stock related to
equity awards |
|
|
|
|
|
|
|
|
(24,063)
|
|
|
|
|
|
|
|
|
(24,063)
|
|
Purchase of treasury stock under share
repurchase plan |
|
|
|
|
|
|
|
|
(58,422)
|
|
|
|
|
|
|
|
|
(58,422)
|
|
Balance at December 28, 2013
|
|
$
|
1,797,435
|
|
$
|
79,263
|
|
$
|
(120,620)
|
|
$
|
1,865,587
|
|
$
|
38,041
|
|
$
|
3,659,706
|
|
65 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
612,412
|
|
$
|
542,403
|
|
$
|
520,896
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
48,476
|
|
|
52,632
|
|
|
54,610
|
|
Amortization
|
|
|
30,328
|
|
|
37,835
|
|
|
39,925
|
|
Gain on sale of property and equipment
|
|
|
(724)
|
|
|
(367)
|
|
|
(2,192)
|
|
Provision for doubtful accounts
|
|
|
1,553
|
|
|
2,947
|
|
|
1,698
|
|
Provision for obsolete and slow-moving inventories
|
|
|
20,891
|
|
|
11,003
|
|
|
16,047
|
|
Unrealized foreign currency losses
|
|
|
(40,120)
|
|
|
40,042
|
|
|
18,583
|
|
Deferred income taxes
|
|
|
7,931
|
|
|
(32,080)
|
|
|
(42,475)
|
|
Stock compensation
|
|
|
22,592
|
|
|
29,274
|
|
|
40,212
|
|
Realized loss/(gains) on marketable securities
|
|
|
(5,877)
|
|
|
(2,980)
|
|
|
(4,322)
|
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
38,589
|
|
|
10,808
|
|
|
170,162
|
|
Inventories
|
|
|
(17,593)
|
|
|
3,997
|
|
|
(6,385)
|
|
Other current and non-current assets
|
|
|
(22,013)
|
|
|
39,717
|
|
|
(60,996)
|
|
Accounts payable
|
|
|
18,043
|
|
|
(38,929)
|
|
|
(26,329)
|
|
Other current and non-current liabilities
|
|
|
(31,775)
|
|
|
(33,235)
|
|
|
(61,103)
|
|
Deferred revenue
|
|
|
(16,150)
|
|
|
67,931
|
|
|
179,439
|
|
Deferred costs
|
|
|
(2,204)
|
|
|
(15,441)
|
|
|
(36,120)
|
|
Income taxes payable
|
|
|
(34,275)
|
|
|
(30,812)
|
|
|
20,684
|
|
Net cash provided by operating activities
|
|
|
630,084
|
|
|
684,745
|
|
|
822,334
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(56,083)
|
|
|
(38,445)
|
|
|
(38,366)
|
|
Proceeds from sale of property and equipment
|
|
|
885
|
|
|
757
|
|
|
4,127
|
|
Purchase of intangible assets
|
|
|
(1,122)
|
|
|
(6,783)
|
|
|
(6,933)
|
|
Purchase of marketable securities
|
|
|
(909,151)
|
|
|
(1,429,593)
|
|
|
(1,172,555)
|
|
Redemption of marketable securities
|
|
|
833,491
|
|
|
985,598
|
|
|
779,213
|
|
Advances under loan receivable commitment
|
|
|
(137,369)
|
|
|
-
|
|
|
-
|
|
Acquisitions, net of cash acquired
|
|
|
(5,680)
|
|
|
(7,697)
|
|
|
(54,190)
|
|
Change in restricted cash
|
|
|
587
|
|
|
(65)
|
|
|
506
|
|
Net cash used in investing activities
|
|
|
(274,442)
|
|
|
(496,228)
|
|
|
(488,198)
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(351,707)
|
|
|
(253,386)
|
|
|
(310,763)
|
|
Tax benefit from issuance of equity awards
|
|
|
4,584
|
|
|
(516)
|
|
|
3,313
|
|
Proceeds from issuance of treasury stock related to equity awards
|
|
|
22,770
|
|
|
22,798
|
|
|
22,337
|
|
Purchase of treasury stock related to equity awards
|
|
|
(24,063)
|
|
|
(18,745)
|
|
|
(22,300)
|
|
Purchase of treasury stock under share repurchase plan
|
|
|
(58,422)
|
|
|
-
|
|
|
-
|
|
Net cash used in financing activities
|
|
|
(406,838)
|
|
|
(249,849)
|
|
|
(307,413)
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(835)
|
|
|
5,352
|
|
|
(499)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(52,031)
|
|
|
(55,980)
|
|
|
26,224
|
|
Cash and cash equivalents at beginning of year
|
|
|
1,231,180
|
|
|
1,287,160
|
|
|
1,260,936
|
|
Cash and cash equivalents at end of year
|
|
$
|
1,179,149
|
|
$
|
1,231,180
|
|
$
|
1,287,160
|
|
66 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for income taxes
|
|
$
|
73,372
|
|
$
|
127,509
|
|
$
|
85,231
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received during the year from income tax refunds
|
|
$
|
3,584
|
|
$
|
5,237
|
|
$
|
350
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing
and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in marketable securities related to
unrealized appreciation (depreciation) |
|
$
|
(59,087)
|
|
$
|
(1,109)
|
|
$
|
16,104
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets acquired
|
|
$
|
11,486
|
|
$
|
11,156
|
|
$
|
162,572
|
|
Liabilities assumed
|
|
|
(4,955)
|
|
|
(2,740)
|
|
|
(93,014)
|
|
Less: cash acquired
|
|
|
(851)
|
|
|
(719)
|
|
|
(15,368)
|
|
Cash paid for acquisitions, net of cash acquired
|
|
$
|
5,680
|
|
$
|
7,697
|
|
$
|
54,190
|
|
67 | ||
|
68 | ||
|
69 | ||
|
|
|
December 28, 2013
|
|
December 29, 2012
|
|
||
|
|
|
|
|
|
|
|
Raw Materials
|
|
$
|
131,408
|
|
$
|
119,142
|
|
Work-in-process
|
|
|
50,110
|
|
|
53,656
|
|
Finished goods
|
|
|
229,089
|
|
|
243,238
|
|
Inventory Reserves
|
|
|
(28,381)
|
|
|
(26,105)
|
|
Inventory, net of reserves
|
|
$
|
382,226
|
|
$
|
389,931
|
|
Buildings and improvements
|
|
39
|
Office furniture and equipment
|
|
3-5
|
Manufacturing and engineering equipment
|
|
5
|
Vehicles
|
|
5
|
70 | ||
|
|
|
December 28,
|
|
December 29,
|
|
||
|
|
2013
|
|
2012
|
|
||
Goodwill balance at beginning of year
|
|
$
|
176,059
|
|
$
|
179,475
|
|
Acquisitions
|
|
|
2,726
|
|
|
3,470
|
|
Finalization of purchase price allocations and
effect of foreign currency translation |
|
|
505
|
|
|
(6,886)
|
|
Goodwill balance at end of year
|
|
$
|
179,290
|
|
$
|
176,059
|
|
71 | ||
|
72 | ||
|
73 | ||
|
74 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Balance - beginning of period
|
|
$
|
37,301
|
|
$
|
46,773
|
|
$
|
49,885
|
|
Change in accrual for products sold in prior periods
(1)
|
|
|
(8,709)
|
|
|
-
|
|
|
-
|
|
Accrual for products sold
(2)
|
|
|
41,309
|
|
|
38,421
|
|
|
52,305
|
|
Expenditures
|
|
|
(43,134)
|
|
|
(47,893)
|
|
|
(55,417)
|
|
Balance - end of period
|
|
$
|
26,767
|
|
$
|
37,301
|
|
$
|
46,773
|
|
(1)
|
Our expected future cost is estimated based upon historical trends in the volume of product returns and the related warranty costs incurred.
In 2013 we updated these assumptions and shortened the estimated time horizon in which we settle claims with our retail partners.
|
(2)
|
Minor changes in cost estimates related to pre-existing warranties are aggregated with accruals for new warranty contracts in the ‘accrual for products sold’ line
.
|
75 | ||
|
76 | ||
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets 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
|
|
|
Fair Value Measurements as
|
|
||||||||||
|
|
of December 28, 2013
|
|
||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Mortgage-backed securities
|
|
$
|
437,330
|
|
$
|
-
|
|
$
|
437,330
|
|
$
|
-
|
|
Obligations of states and political subdivisions
|
|
|
647,354
|
|
|
-
|
|
|
647,354
|
|
|
-
|
|
Corporate bonds
|
|
|
457,148
|
|
|
-
|
|
|
457,148
|
|
|
-
|
|
Common stocks
|
|
|
29,854
|
|
|
29,854
|
|
|
-
|
|
|
-
|
|
Other
|
|
|
80,282
|
|
|
-
|
|
|
80,282
|
|
|
-
|
|
Total
|
|
$
|
1,651,968
|
|
$
|
29,854
|
|
$
|
1,622,114
|
|
$
|
-
|
|
77 | ||
|
|
|
Fair Value Measurements as
|
|
||||||||||
|
|
of December 29, 2012
|
|
||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Mortgage-backed securities
|
|
$
|
650,895
|
|
$
|
-
|
|
$
|
650,895
|
|
$
|
-
|
|
Obligations of states and political subdivisions
|
|
|
499,857
|
|
|
-
|
|
|
499,857
|
|
|
-
|
|
Corporate bonds
|
|
|
399,941
|
|
|
-
|
|
|
399,941
|
|
|
-
|
|
Common stocks
|
|
|
22,982
|
|
|
22,982
|
|
|
-
|
|
|
-
|
|
Other
|
|
|
67,720
|
|
|
-
|
|
|
67,720
|
|
|
-
|
|
Total
|
|
$
|
1,641,395
|
|
$
|
22,982
|
|
$
|
1,618,413
|
|
$
|
-
|
|
|
|
Available-For-Sale Securities as
|
|
|||||||||||||
|
|
of December 28, 2013
|
|
|||||||||||||
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
Estimated Fair
|
|
||
|
|
|
|
|
Gross
|
|
Unrealized
|
|
Gross Unrealized
|
|
Value (Net Carrying
|
|
||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Losses-OTTI
(1)
|
|
Losses-Other
(2)
|
|
Amount)
|
|
|||||
Mortgage-backed securities
|
|
$
|
461,054
|
|
$
|
2,692
|
|
$
|
(22,614)
|
|
$
|
(3,802)
|
|
$
|
437,330
|
|
Obligations of states and political subdivisions
|
|
|
673,529
|
|
|
1,601
|
|
|
(27,509)
|
|
|
(267)
|
|
|
647,354
|
|
U.S. corporate bonds
|
|
|
463,437
|
|
|
1,050
|
|
|
(7,031)
|
|
|
(308)
|
|
|
457,148
|
|
Common stocks
|
|
|
24,540
|
|
|
5,413
|
|
|
(99)
|
|
|
-
|
|
|
29,854
|
|
Other
|
|
|
78,059
|
|
|
2,326
|
|
|
(103)
|
|
|
-
|
|
|
80,282
|
|
Total
|
|
$
|
1,700,619
|
|
$
|
13,082
|
|
$
|
(57,356)
|
|
$
|
(4,377)
|
|
$
|
1,651,968
|
|
|
|
Available-For-Sale Securities as
|
|
|||||||||||||
|
|
of December 29, 2012
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair
|
|
|
|
|
|
|
|
Gross
|
|
Gross Unrealized
|
|
Gross Unrealized
|
|
Value (Net Carrying
|
|
||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Losses-OTTI
(1)
|
|
Losses-Other
(2)
|
|
Amount)
|
|
|||||
Mortgage-backed securities
|
|
$
|
644,388
|
|
$
|
8,894
|
|
$
|
-
|
|
$
|
(2,387)
|
|
$
|
650,895
|
|
Obligations of states and political subdivisions
|
|
|
499,241
|
|
|
2,345
|
|
|
-
|
|
|
(1,729)
|
|
|
499,857
|
|
U.S. corporate bonds
|
|
|
399,036
|
|
|
3,138
|
|
|
-
|
|
|
(2,233)
|
|
|
399,941
|
|
Common stocks
|
|
|
21,113
|
|
|
2,392
|
|
|
-
|
|
|
(523)
|
|
|
22,982
|
|
Other
|
|
|
67,181
|
|
|
551
|
|
|
-
|
|
|
(12)
|
|
|
67,720
|
|
Total
|
|
$
|
1,630,959
|
|
$
|
17,320
|
|
$
|
-
|
|
$
|
(6,884)
|
|
$
|
1,641,395
|
|
(1)
|
Represents impairment not related to credit for those investment securities that have been determined to be other-than-temporarily impaired.
|
(2)
|
Represents unrealized losses on investment securities that have not been determined to be other-than-temporarily impaired.
|
78 | ||
|
|
|
|
|
|
Estimated
|
|
|
|
|
Cost
|
|
Fair Value
|
|
||
|
|
|
|
|
|
|
|
Due in one year or less (2014)
|
|
$
|
151,594
|
|
$
|
149,862
|
|
Due after one year through five years (2015-2019)
|
|
|
708,379
|
|
|
704,164
|
|
Due after five years through ten years (2020-2024)
|
|
|
237,556
|
|
|
226,777
|
|
Due after ten years (2025 and thereafter)
|
|
|
540,912
|
|
|
501,388
|
|
Other (No contractual maturity dates)
|
|
|
62,178
|
|
|
69,777
|
|
|
|
$
|
1,700,619
|
|
$
|
1,651,968
|
|
Year
|
|
Amount
|
|
|
|
|
|
|
|
2014
|
|
$
|
15,460
|
|
2015
|
|
|
14,041
|
|
2016
|
|
|
11,547
|
|
2017
|
|
|
8,300
|
|
2018
|
|
|
6,310
|
|
Thereafter
|
|
|
14,084
|
|
Total
|
|
$
|
69,742
|
|
79 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Federal:
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
(11,907)
|
|
$
|
83,185
|
|
$
|
79,305
|
|
Deferred
|
|
|
1,913
|
|
|
(22,988)
|
|
|
(25,763)
|
|
|
|
|
(9,994)
|
|
|
60,197
|
|
|
53,542
|
|
State:
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
2,584
|
|
|
8,532
|
|
|
9,087
|
|
Deferred
|
|
|
(408)
|
|
|
(5,327)
|
|
|
(4,490)
|
|
|
|
|
2,176
|
|
|
3,205
|
|
|
4,597
|
|
Foreign:
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
37,094
|
|
|
22,296
|
|
|
22,363
|
|
Deferred
|
|
|
11,870
|
|
|
(3,573)
|
|
|
(17,237)
|
|
|
|
|
48,964
|
|
|
18,723
|
|
|
5,126
|
|
Total
|
|
$
|
41,146
|
|
$
|
82,125
|
|
$
|
63,265
|
|
80 | ||
|
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Federal income tax expense at U.S. statutory rate
|
|
$
|
229,420
|
|
$
|
218,585
|
|
$
|
204,456
|
|
State income tax expense, net of federal tax effect
|
|
|
1,414
|
|
|
2,083
|
|
|
2,988
|
|
Foreign tax rate differential
|
|
|
(121,279)
|
|
|
(141,456)
|
|
|
(148,058)
|
|
Taiwan tax holiday benefit
|
|
|
(4,944)
|
|
|
(6,418)
|
|
|
(13,127)
|
|
Net change in uncertain tax postions
|
|
|
(50,700)
|
|
|
19,850
|
|
|
8,283
|
|
Other foreign taxes less incentives and credits
|
|
|
5,041
|
|
|
(2,287)
|
|
|
9,658
|
|
U.S. federal domestic production activities deduction
|
|
|
(3,550)
|
|
|
(6,276)
|
|
|
(2,415)
|
|
U.S. federal research and development credit
|
|
|
(14,876)
|
|
|
-
|
|
|
(6,111)
|
|
Other, net
|
|
|
620
|
|
|
(1,956)
|
|
|
7,591
|
|
Income tax expense
|
|
$
|
41,146
|
|
$
|
82,125
|
|
$
|
63,265
|
|
81 | ||
|
|
|
December 28,
|
|
December 29,
|
|
||
|
|
2013
|
|
2012
|
|
||
Deferred tax assets:
|
|
|
|
|
|
|
|
Product warranty accruals
|
|
$
|
3,000
|
|
$
|
2,522
|
|
Allowance for doubtful accounts
|
|
|
11,394
|
|
|
11,026
|
|
Inventory reserves
|
|
|
5,491
|
|
|
6,162
|
|
Sales program allowances
|
|
|
525
|
|
|
5,680
|
|
Reserve for sales returns
|
|
|
-
|
|
|
3,442
|
|
Other accruals
|
|
|
8,927
|
|
|
8,774
|
|
Deferred costs
|
|
|
4,266
|
|
|
-
|
|
Stock option compensation
|
|
|
47,954
|
|
|
51,241
|
|
Tax credit carryforwards
|
|
|
55,435
|
|
|
46,577
|
|
Amortization
|
|
|
23,900
|
|
|
25,841
|
|
Deferred revenue
|
|
|
57,813
|
|
|
56,293
|
|
Net operating losses of subsidiaries
|
|
|
11,561
|
|
|
15,771
|
|
Unrealized investment gain
|
|
|
-
|
|
|
2,459
|
|
Benefit related to uncertain tax positions
|
|
|
9,904
|
|
|
13,882
|
|
Other
|
|
|
4,064
|
|
|
1,334
|
|
Valuation allowance related to loss carryforward and tax credits
|
|
|
(63,361)
|
|
|
(51,393)
|
|
|
|
|
180,873
|
|
|
199,611
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
16,202
|
|
|
16,286
|
|
Reserve for sales returns
|
|
|
733
|
|
|
-
|
|
Prepaid expenses
|
|
|
4,766
|
|
|
2,886
|
|
Book basis in excess of tax basis for acquired entities
|
|
|
2,343
|
|
|
4,907
|
|
Unrealized investment loss
|
|
|
1,429
|
|
|
-
|
|
Other
|
|
|
-
|
|
|
1,744
|
|
|
|
|
25,473
|
|
|
25,823
|
|
Net deferred tax assets
|
|
$
|
155,400
|
|
$
|
173,788
|
|
82 | ||
|
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Balance at beginning of year
|
|
$
|
182,870
|
|
$
|
156,354
|
|
$
|
149,731
|
|
Additions based on tax positions related to prior years
|
|
|
2,668
|
|
|
3,263
|
|
|
834
|
|
Reductions based on tax positions related to prior years
|
|
|
(5,224)
|
|
|
(890)
|
|
|
(7,335)
|
|
Additions based on tax positions related to current period
|
|
|
30,262
|
|
|
33,232
|
|
|
30,781
|
|
Reductions related to settlements with tax authorities
|
|
|
(3,387)
|
|
|
(672)
|
|
|
-
|
|
Expiration of statute of limitations
|
|
|
(74,174)
|
|
|
(8,417)
|
|
|
(17,257)
|
|
Balance at end of year
|
|
$
|
133,015
|
|
$
|
182,870
|
|
$
|
156,754
|
|
83 | ||
|
|
|
December 28, 2013
|
|
December 29, 2012
|
|
||||||||
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
|
||||
|
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,179,149
|
|
$
|
1,179,149
|
|
$
|
1,231,180
|
|
$
|
1,231,180
|
|
Restricted cash
|
|
|
249
|
|
|
249
|
|
|
836
|
|
|
836
|
|
Marketable securities
|
|
|
1,651,968
|
|
|
1,651,968
|
|
|
1,641,395
|
|
|
1,641,395
|
|
84 | ||
|
|
|
Fiscal Year Ended December 28, 2013
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto/
|
|
|
|
|
|
|
|
Aviation
|
|
Outdoor
|
|
Fitness
|
|
Marine
|
|
Mobile
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
$
|
339,337
|
|
$
|
410,989
|
|
$
|
356,283
|
|
$
|
222,928
|
|
$
|
1,302,314
|
|
$
|
2,631,851
|
|
Allocated interest income
|
|
|
2,445
|
|
|
6,030
|
|
|
5,150
|
|
|
3,777
|
|
|
17,869
|
|
|
35,271
|
|
Income before income taxes
|
|
|
93,083
|
|
|
168,549
|
|
|
131,411
|
|
|
25,993
|
|
|
234,522
|
|
|
653,558
|
|
|
|
Fiscal Year Ended December 29, 2012
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto/
|
|
|
|
|
|
|
|
Aviation
|
|
Outdoor
|
|
Fitness
|
|
Marine
|
|
Mobile
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
$
|
291,564
|
|
$
|
401,747
|
|
$
|
321,788
|
|
$
|
208,136
|
|
$
|
1,492,440
|
|
$
|
2,715,675
|
|
Allocated interest income
|
|
|
1,546
|
|
|
3,951
|
|
|
3,799
|
|
|
2,838
|
|
|
22,974
|
|
|
35,108
|
|
Income before income taxes
|
|
|
75,177
|
|
|
167,734
|
|
|
114,274
|
|
|
35,725
|
|
|
231,618
|
|
|
624,528
|
|
|
|
Fiscal Year Ended December 31, 2011
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto/
|
|
|
|
|
|
|
|
Aviation
|
|
Outdoor
|
|
Fitness
|
|
Marine
|
|
Mobile
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
$
|
284,855
|
|
$
|
363,223
|
|
$
|
298,163
|
|
$
|
221,730
|
|
$
|
1,590,598
|
|
$
|
2,758,569
|
|
Allocated interest income
|
|
|
1,250
|
|
|
4,496
|
|
|
4,342
|
|
|
2,934
|
|
|
19,790
|
|
|
32,812
|
|
Income before income taxes
|
|
|
73,226
|
|
|
171,245
|
|
|
107,881
|
|
|
60,092
|
|
|
171,717
|
|
|
584,161
|
|
|
|
Americas
|
|
APAC
|
|
EMEA
|
|
Total
|
|
||||
December 28, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
$
|
1,432,895
|
|
$
|
243,056
|
|
$
|
955,900
|
|
$
|
2,631,851
|
|
Property and equipment, net
|
|
|
239,528
|
|
|
121,012
|
|
|
54,308
|
|
|
414,848
|
|
Net assets
(1)
|
|
|
1,338,401
|
|
|
2,048,903
|
|
|
272,402
|
|
|
3,659,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
$
|
1,513,457
|
|
$
|
256,882
|
|
$
|
945,336
|
|
$
|
2,715,675
|
|
Property and equipment, net
|
|
|
222,310
|
|
|
134,257
|
|
|
53,184
|
|
|
409,751
|
|
Net assets
(1)
|
|
|
1,262,498
|
|
|
2,028,984
|
|
|
240,314
|
|
|
3,531,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales to external customers
|
|
$
|
1,527,508
|
|
$
|
248,057
|
|
$
|
983,004
|
|
$
|
2,758,569
|
|
Property and equipment, net
|
|
|
225,505
|
|
|
143,913
|
|
|
47,687
|
|
|
417,105
|
|
Net assets
(1)
|
|
|
1,155,653
|
|
|
1,915,284
|
|
|
185,644
|
|
|
3,256,581
|
|
85 | ||
|
86 | ||
|
|
|
Stock Options and SARs
|
|
||||
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Exercise Price
|
|
Number of Shares
|
|
||
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 25, 2010
|
|
$
|
50.87
|
|
|
9,086
|
|
Granted
|
|
$
|
39.71
|
|
|
42
|
|
Exercised
|
|
$
|
21.02
|
|
|
(764)
|
|
Forfeited/Expired
|
|
$
|
64.63
|
|
|
(291)
|
|
Outstanding at December 31, 2011
|
|
$
|
53.14
|
|
|
8,073
|
|
Granted
|
|
$
|
42.16
|
|
|
61
|
|
Exercised
|
|
$
|
24.20
|
|
|
(794)
|
|
Forfeited/Expired
|
|
$
|
66.45
|
|
|
(208)
|
|
Outstanding at December 29, 2012
|
|
$
|
55.88
|
|
|
7,132
|
|
Granted
|
|
$
|
49.07
|
|
|
52
|
|
Exercised
|
|
$
|
26.85
|
|
|
(662)
|
|
Forfeited/Expired
|
|
$
|
66.09
|
|
|
(283)
|
|
Outstanding at December 28, 2013
|
|
$
|
58.44
|
|
|
6,239
|
|
Exercisable at December 28, 2013
|
|
$
|
58.73
|
|
|
6,112
|
|
Expected to vest after December 28, 2013
|
|
$
|
44.54
|
|
|
127
|
|
|
|
Restricted Stock Units
|
|
||||
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Grant Date Fair Value
|
|
Number of Shares
|
|
||
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 25, 2010
|
|
$
|
25.90
|
|
|
1,503
|
|
Granted
|
|
$
|
37.28
|
|
|
422
|
|
Released/Vested
|
|
$
|
37.73
|
|
|
(366)
|
|
Cancelled
|
|
$
|
25.89
|
|
|
(81)
|
|
Outstanding at December 31, 2011
|
|
$
|
29.40
|
|
|
1,478
|
|
Granted
|
|
$
|
39.41
|
|
|
506
|
|
Released/Vested
|
|
$
|
41.59
|
|
|
(435)
|
|
Cancelled
|
|
$
|
26.11
|
|
|
(89)
|
|
Outstanding at December 29, 2012
|
|
$
|
30.06
|
|
|
1,460
|
|
Granted
|
|
$
|
45.05
|
|
|
425
|
|
Released/Vested
|
|
$
|
28.28
|
|
|
(579)
|
|
Cancelled
|
|
$
|
30.63
|
|
|
(81)
|
|
Outstanding at December 28, 2013
|
|
$
|
37.36
|
|
|
1,225
|
|
87 | ||
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Weighted average grant date fair value of options granted
|
|
$
|
12.82
|
|
|
$
|
9.98
|
|
|
$
|
10.53
|
|
Expected volatility
|
|
|
0.3746
|
|
|
|
0.3906
|
|
|
|
0.4078
|
|
Dividend yield
|
|
|
3.86
|
%
|
|
|
4.50
|
%
|
|
|
4.02
|
%
|
Expected life of options in years
|
|
|
6.8
|
|
|
|
6.6
|
|
|
|
6.5
|
|
Risk-free interest rate
|
|
|
2.1
|
%
|
|
|
1.0
|
%
|
|
|
1.2
|
%
|
88 | ||
|
|
|
Fiscal Year Ended
|
|
|||||||
|
|
December 28,
|
|
December 29,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Numerator (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic and diluted net income per share -
net income |
|
$
|
612,412
|
|
$
|
542,403
|
|
$
|
520,896
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic net income per share - weighted-average
common shares |
|
|
195,411
|
|
|
194,909
|
|
|
194,105
|
|
Effect of dilutive securities - employee stock-based awards
|
|
|
928
|
|
|
1,304
|
|
|
789
|
|
Denominator for diluted net income per share - weighted-average
common shares |
|
|
196,339
|
|
|
196,213
|
|
|
194,894
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
3.13
|
|
$
|
2.78
|
|
$
|
2.68
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
3.12
|
|
$
|
2.76
|
|
$
|
2.67
|
|
|
89 | ||
|
|
|
Outstanding
|
|
Treasury
|
|
|
Issued
|
|
|
Conditional
|
|
|
Authorized
|
|
|
|
|
Shares
|
|
Shares
|
|
|
Shares1
|
|
|
Capital
|
|
|
Capital
|
|
|
Changes in components of authorized shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
194,662,617
|
|
13,414,801
|
2
|
|
208,077,418
|
2,3
|
|
104,038,709
|
4
|
|
104,038,709
|
4
|
|
Treasury shares purchased
|
|
(465,020)
|
|
465,020
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Treasury shares issued for stock based compensation
|
|
1,394,257
|
|
(1,394,257)
|
|
|
|
|
|
|
|
|
|
|
|
Expiration of authorized capital
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(104,038,709)
|
|
|
December 29, 2012
|
|
195,591,854
|
|
12,485,564
|
2
|
|
208,077,418
|
2,3
|
|
104,038,709
|
4
|
|
-
|
4
|
|
Treasury shares purchased
|
|
(1,932,208)
|
|
1,932,208
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Treasury shares issued for stock based compensation
|
|
1,490,456
|
|
(1,490,456)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
December 28, 2013
|
|
195,150,102
|
|
12,927,316
|
2
|
|
208,077,418
|
2,3
|
|
104,038,709
|
4
|
|
-
|
4
|
|
|
1
|
Shares at CHF 10 par value (USD 9.0744)
|
|
2
|
Includes 10,000,000 formation shares at USD 0 historical cost
|
|
3
|
The par value of the share capital presented on the face of the balance sheet and in the consolidated statements of stockholders equity excludes the par value of the 10,000,000 formation shares.
|
|
4
|
Up to 104,038,709 conditional shares may be issued through the exercise of option rights which are granted to Garmin employees and/or members of its Board of Directors. In addition, the Board of Directors is authorized to issue up to 104,038,709 additional shares no later than June 27, 2012.
|
90 | ||
|
|
|
|
|
|
Unrealized Gains
|
|
|
|
|
|
|
|
Foreign Currency
|
|
(Losses) on
|
|
|
|
|
||
|
|
Translation
|
|
Available for Sale
|
|
|
|
|
||
|
|
Adjustment
|
|
Securities
|
|
Total
|
|
|||
Balance - beginning of period
|
|
$
|
128,972
|
|
$
|
9,582
|
|
$
|
138,554
|
|
Other comprehensive income before reclassification
|
|
|
(43,609)
|
|
|
(52,146)
|
|
|
(95,755)
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
-
|
|
|
(4,758)
|
|
|
(4,758)
|
|
Net current-period other comprehensive income
|
|
|
(43,609)
|
|
|
(56,904)
|
|
|
(100,513)
|
|
Balance - end of period
|
|
$
|
85,363
|
|
$
|
(47,322)
|
|
$
|
38,041
|
|
|
|
Amount Reclassified
|
|
|
|
|
|
|
from Accumulated
|
|
Affected Line Item in the
|
|
|
Details about Accumulated Other
|
|
Other Comprehensive
|
|
Statement Where Net Income is
|
|
|
Comprehensive Income Components
|
|
Income
|
|
Presented
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
$
|
5,877
|
|
Other income (expense)
|
|
|
|
|
(1,119)
|
|
Income tax provision
|
|
|
|
$
|
4,758
|
|
Net of tax
|
|
|
|
Fiscal Year Ended December 28, 2013
|
|
||||||||||
|
|
Quarter Ending
|
|
||||||||||
|
|
March 30
|
|
June 29
|
|
September 28
|
|
December 28
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
531,957
|
|
$
|
696,563
|
|
$
|
643,637
|
|
$
|
759,694
|
|
Gross profit
|
|
|
276,133
|
|
|
383,640
|
|
|
352,889
|
|
|
394,638
|
|
Net income
|
|
|
88,666
|
|
|
172,491
|
|
|
187,669
|
|
|
163,586
|
|
Basic net income per share
|
|
$
|
0.45
|
|
$
|
0.88
|
|
$
|
0.96
|
|
$
|
0.84
|
|
|
|
Fiscal Year Ended December 29, 2012
|
|
||||||||||
|
|
Quarter Ending
|
|
||||||||||
|
|
March 31
|
|
June 30
|
|
September 29
|
|
December 29
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
556,597
|
|
$
|
718,154
|
|
$
|
672,376
|
|
$
|
768,548
|
|
Gross profit
|
|
|
283,759
|
|
|
421,813
|
|
|
359,055
|
|
|
373,853
|
|
Net income
|
|
|
86,858
|
|
|
185,904
|
|
|
140,348
|
|
|
129,293
|
|
Basic net income per share
|
|
$
|
0.45
|
|
$
|
0.95
|
|
$
|
0.72
|
|
$
|
0.66
|
|
91 | ||
|
⋅
|
Navigon AG (“Navigon”), a privately-held navigation provider based in Germany, since renamed as Garmin Würzburg GmbH
|
|
|
⋅
|
Tri-Tronics Inc., the leading designer and manufacturer of electronic dog training equipment
|
|
|
⋅
|
Garmin Distribution Africa (Pty) Ltd., the distributor of Garmin’s consumer products in Southern Africa, since renamed as Garmin Southern Africa (Pty) Ltd
|
|
|
⋅
|
Garmap (Pty) Ltd., a South African mapping and mobile applications provider
|
|
|
⋅
|
Centro GPS, the Chilean distributor of Garmin’s consumer products, since renamed as Garmin Chile Lda
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
Personnel expenses (CHF in Thousands)
|
|
559,037
|
|
521,799
|
|
470,212
|
|
92 | ||
|
93 | ||
|
94 | ||
|
95 | ||
|
(a) | Directors of the Company |
(b) | Executive Officers of the Company |
(c) | Compliance with Section 16(a) of the Exchange Act |
(d) | Audit Committee and Audit Committee Financial Expert |
(e) | Code of Ethics |
96 | ||
|
|
|
A
|
|
B
|
|
C
|
|
|||
|
|
|
|
|
|
Number of securities
|
|
|||
|
|
|
|
|
|
remaining available for
|
|
|||
|
|
|
|
|
|
future issuance under
|
|
|||
|
|
Number of securities to be
|
|
Weighted-average
|
|
equity compensation
|
|
|||
|
|
issued upon exercise of
|
|
exercise price of
|
|
plans (excluding
|
|
|||
|
|
outstanding options
|
|
outstanding options
|
|
securities reflected in
|
|
|||
Plan Category
|
|
and rights
|
|
and rights
|
|
column A)
|
|
|||
Equity compensation plans approved by shareholders
|
|
|
7,464,409
|
|
$
|
58.44
|
|
|
4,451,391
|
|
Equity compensation plans not approved by shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,464,409
|
|
$
|
58.44
|
|
|
4,451,391
|
|
97 | ||
|
98 | ||
|
(a) | List of Documents filed as part of this Report |
(1) | Consolidated Financial Statements |
(2) | Schedule II Valuation and Qualifying Accounts |
All other schedules have been omitted because they are not applicable, are insignificant or the required information is shown in the consolidated financial statements or notes thereto. |
(3) | Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K: |
EXHIBIT
|
|
|
NUMBER
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
Articles of Association, as amended, of Garmin Ltd. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
3.2
|
|
Organizational Regulations of Garmin Ltd., as amended on February 14, 2014.
|
|
|
|
10.1
|
|
Garmin Ltd. 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.1
of
the Registrant’s Registration Statement on Form S-1 filed December 6, 2000 (Commission File No. 333-45514)).
|
|
|
|
10.2
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for Employees of Garmin International, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).
|
|
|
|
10.3
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for Employees of Garmin Corporation (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).
|
|
|
|
10.4
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for UK-Approved Stock Options for Employees of Garmin (Europe) Ltd. (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).
|
|
|
|
10.5
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan for Non UK-Approved Stock Options for Employees of Garmin (Europe) Ltd. (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).
|
99 | ||
|
10.6
|
|
Garmin Ltd. 2000 Non-Employee Directors’ Option Plan (incorporated by reference to Exhibit 10.2 of
the Registrant’s Registration Statement on Form S-1 filed December 6, 2000 (Commission File No. 333-45514)).
|
|
|
|
10.7
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd.
Non-Employee Directors’ Option Plan for Non-Employee Directors of Garmin Ltd. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on September 7, 2004).
|
|
|
|
10.8
|
|
Garmin Ltd. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed August 9, 2006).
|
|
|
|
10.9
|
|
First Amendment to Garmin Ltd. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K filed on March 27, 2002).
|
|
|
|
10.10
|
|
Second Amendment to Garmin Ltd. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 13, 2003).
|
|
|
|
10.11
|
|
Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1
of
the Registrant’s Current Report on Form 8-K filed on June 7, 2005).
|
|
|
|
10.12
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 7, 2005).
|
|
|
|
10.13
|
|
Form of Stock Appreciation Rights Agreement pursuant to the Garmin Ltd.
2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2007).
|
|
|
|
10.14
|
|
Form of Stock Appreciation Rights Agreement pursuant to the Garmin Ltd. 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on June 7, 2005).
|
|
|
|
10.15
|
|
Amended and Restated Garmin Ltd. Employee Stock Purchase Plan effective January 1, 2008 (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed on February 26, 2008).
|
|
|
|
10.16
|
|
Form of Time Vested Restricted Stock Unit Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 17, 2008).
|
|
|
|
10.17
|
|
Form of Performance Shares Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 17, 2008).
|
|
|
|
10.18
|
|
Garmin Ltd. 2009 Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.18 of the Registrant’s Annual Report on Form 10-K filed on February 25, 2009
|
100 | ||
|
10.19
|
|
Amended and Restated Garmin Ltd. Employee Stock Purchase Plan, effective January 1, 2010 (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2010).
|
|
|
|
10.20
|
|
Form of Time Vested Restricted Stock Unit Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan, as revised by the Registrant’s Board of Directors on December 11, 2009 (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2010).
|
|
|
|
10.21
|
|
Form of Performance Shares Award Agreement under the Garmin Ltd. 2005 Equity Incentive Plan, as revised by the Registrant’s Board of Directors on December 11, 2009 (incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2010).
|
|
|
|
10.22
|
|
Garmin Ltd. 2005 Equity Incentive Plan (as Amended and Restated Effective June 5, 2009) (incorporated by reference to Schedule 1 of the Registrant’s Proxy Statement on Schedule 14A filed on April 21, 2009).
|
|
|
|
10.23
|
|
Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan, Effective June 5, 2010 (incorporated by reference to Schedule 2 of the Registrant’s Proxy Statement on Schedule 14A filed on April 21, 2010).
|
|
|
|
10.24
|
|
Garmin Ltd. Amended and Restated 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.25
|
|
Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.26
|
|
Garmin Ltd. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.27
|
|
Garmin Ltd. Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.28
|
|
Form of Stock Option Agreement pursuant to the Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.29
|
|
Form of Performance Shares Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.30
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss residents (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
101 | ||
|
10.31
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss residents (incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.32
|
|
Transaction Agreement between Garmin Ltd., a Cayman Islands company, and the Registrant, dated as of May 21, 2010 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 28, 2010).
|
|
|
|
10.33
|
|
Form of Non-Qualified Stock Option Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 27, 2010 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 29, 2011).
|
|
|
|
10.34
|
|
Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (incorporated by reference to Schedule 1 of the Registrant’s Definitive Proxy Statement on Form 14A filed on April 21, 2011).
|
|
|
|
10.35
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 6, 2011).
|
|
|
|
10.36
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Swiss grantees (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 10, 2012).
|
|
|
|
10.37
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for Canadian grantees (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 10, 2012).
|
|
|
|
10.38
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, for non-Swiss and non-Canadian grantees (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 10, 2012).
|
|
|
|
10.39
|
|
Memorandum of Agreement dated March 14, 2013 between Garmin International, Inc. and Bombardier , Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2013).
|
|
|
|
10.40
|
|
Amendment dated December 6, 2013 to Memorandum of Agreement between Garmin International, Inc. and Bombardier, Inc.
|
|
|
|
10.41
|
|
Garmin Ltd. 2005 Equity Incentive Plan (as Amended and Restated Effective June 7, 2013) (incorporated by reference to Schedule 1 of the Registrant's Proxy Statement on Schedule 14A filed on April 22, 2013). |
|
|
|
21.1
|
|
List of subsidiaries
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
24.1
|
|
Power of Attorney (included in signature page)
|
|
|
|
31.1
|
|
Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
102 | ||
|
32.1
|
|
Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
(b) | Exhibits . |
(c) | Financial Statement Schedules . |
103 | ||
|
|
|
Balance at
|
|
Charged to
|
|
Charged to
|
|
|
|
|
Balance at
|
|
|||
|
|
Beginning of
|
|
Costs and
|
|
Other
|
|
|
|
|
End of
|
|
|||
Description
|
|
Period
|
|
Expenses
|
|
Accounts
|
|
Deductions
|
|
Period
|
|
||||
Year Ended December 28, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
20,582
|
|
$
|
1,553
|
|
-
|
|
$
|
(1,768)
|
|
$
|
20,367
|
|
Inventory reserve
|
|
|
26,105
|
|
|
20,891
|
|
-
|
|
|
(18,615)
|
|
|
28,381
|
|
Deferred tax asset valuation allowance
|
|
|
51,393
|
|
|
19,480
|
|
-
|
|
|
(7,512)
|
|
|
63,361
|
|
Total
|
|
$
|
98,080
|
|
$
|
41,924
|
|
-
|
|
$
|
(27,895)
|
|
$
|
112,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 29, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
(2)
|
|
$
|
20,291
|
|
$
|
2,947
|
|
-
|
|
$
|
(2,656)
|
|
$
|
20,582
|
|
Inventory reserve
|
|
|
29,370
|
|
|
11,003
|
|
-
|
|
|
(14,268)
|
|
|
26,105
|
|
Deferred tax asset valuation allowance
|
|
|
37,173
|
|
|
14,595
|
|
-
|
|
|
(375)
|
|
|
51,393
|
|
Total
|
|
$
|
86,834
|
|
$
|
28,545
|
|
-
|
|
$
|
(17,299)
|
|
$
|
98,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
(2)
|
|
$
|
23,222
|
|
$
|
1,698
|
|
-
|
|
$
|
(4,629)
|
|
$
|
20,291
|
|
Inventory reserve
|
|
|
37,720
|
|
|
16,047
|
|
-
|
|
|
(24,397)
|
|
|
29,370
|
|
Deferred tax asset valuation allowance
(1)
|
|
|
51,352
|
|
|
7,902
|
|
-
|
|
|
(22,081)
|
|
|
37,173
|
|
Total
|
|
$
|
112,294
|
|
$
|
25,647
|
|
-
|
|
$
|
(51,107)
|
|
$
|
86,834
|
|
|
(1)
Note that $14,994 of the decrease in the deferred tax asset valuation is due to reducing the amount of Taiwan surtax credits to the correct amount available for use in future years, all such credits of which are and have been fully reserved.
|
104 | ||
|
|
GARMIN LTD.
|
|
|
|
|
|
By
|
/s/ Clifton A. Pemble
|
|
|
Clifton
A. Pemble
|
|
|
President and Chief Executive Officer
|
/s/
Clifton A. Pemble
.
|
|
|
Clifton
A Pemble
|
|
|
Director, President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/
Kevin S. Rauckman
.
|
|
|
Kevin S. Rauckman
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ Min H. Kao
|
|
/s/ Joseph J. Hartnett
|
Min H. Kao
|
|
Joseph J. Hartnett
|
Executive Chairman
|
|
Director
|
|
|
|
/s/Donald H. Eller
|
|
/s/ Thomas
P. Poberezny
|
Donald H. Eller
|
|
Thomas P. Poberezny
|
Director
|
|
Director
|
|
|
|
/s/ Charles W. Peffer
|
|
|
Charles W. Peffer
|
|
|
Director
|
|
|
105 | ||
|
Exhibit
|
|
|
Number
|
|
Document
|
|
|
|
3.2
|
|
Organizational Regulations of Garmin Ltd., as amended on February 14, 2014 |
|
|
|
10.40
|
|
Amendment dated December 6, 2013 to Memorandum of Agreement between Garmin International, Inc. and Bombardier, Inc.
|
|
|
|
21.1
|
|
List of subsidiaries
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
31.1
|
|
Chief Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Chief Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
1 | ||
|
Part I
|
FUNDAMENTALS
|
3
|
|
|
|
|
|
|
1
|
Purpose
|
3
|
|
|
|
|
|
2
|
Organization
|
3
|
|
|
|
|
|
3
|
Interpretation
|
3
|
|
|
|
|
Part II
|
ORGANIZATIONAL STRUCTURE
|
3
|
|
|
|
|
|
|
4
|
Corporate Organization
|
3
|
|
|
|
|
Part III
|
MANAGEMENT PRINCIPLES
|
4
|
|
|
|
|
|
|
5
|
Principle of Delegation
|
4
|
|
|
|
|
|
6
|
Principle of Powers
|
4
|
|
|
|
|
|
7
|
Reservation of Powers
|
4
|
|
|
|
|
Part IV
|
BOARD OF DIRECTORS
|
4
|
|
|
|
|
|
|
8
|
Constitution
|
4
|
|
|
|
|
|
9
|
Board Composition
|
4
|
|
|
|
|
|
10
|
Powers and Duties
|
4
|
|
|
|
|
|
11
|
Delegation of Management
|
6
|
|
|
|
|
|
12
|
General Management and Use of Seal
|
6
|
|
|
|
|
|
13
|
Meetings
|
7
|
|
|
|
|
|
14
|
Attendance Quorum; Resolutions and Minutes
|
7
|
|
|
|
|
|
15
|
Information and Reporting
|
8
|
|
|
|
|
|
16
|
Compensation
|
8
|
|
|
|
|
|
17
|
Interested Directors
|
9
|
|
|
|
|
Part V
|
CHAIRMAN OF THE BOARD OF DIRECTORS
|
10
|
|
|
|
|
|
|
18
|
Powers and Duties
|
10
|
|
|
|
|
Part VI
|
BOARD COMMITTEES
|
10
|
|
|
|
|
|
|
19
|
General
|
10
|
|
|
|
|
|
20
|
Individual Board Committees
|
11
|
|
|
|
|
Part VII
|
CHIEF EXECUTIVE OFFICER (CEO)
|
11
|
|
|
|
|
|
|
21
|
Powers and Duties
|
11
|
|
|
|
|
Part VIII
|
[INTENTIONALLY OMITTED]
|
11
|
|
|
|
|
|
|
22
|
Powers and Duties
|
11
|
|
|
|
|
Part IX
|
EXECUTIVE MANAGEMENT, OTHER OFFICERS
|
11
|
|
|
|
|
|
|
23
|
Composition of Executive Management; Powers and Duties
|
11
|
|
|
|
|
|
24
|
[INTENTIONALLY OMITTED]
|
12
|
|
|
|
|
|
25
|
Term of Office
|
12
|
|
|
|
|
Part X
|
GENERAL PROVISIONS
|
13
|
|
|
|
|
|
|
26
|
Signatory Power
|
13
|
|
|
|
|
|
27
|
Insurance
|
13
|
|
|
|
|
|
28
|
Confidentiality
|
13
|
|
|
|
|
Part XI
|
FINAL PROVISIONS
|
13
|
|
|
|
|
|
|
29
|
Effectiveness
|
13
|
|
|
|
|
|
30
|
Change of or Amendments to these Organizational Regulations
|
13
|
2 | ||
|
Part I
|
FUNDAMENTALS
|
1
|
Purpose
|
1.1
|
These Organizational Regulations are enacted by the board of directors of Garmin Ltd. (the
“Company”
) pursuant to Art. 716a and 716b of the Swiss Code of Obligations (
“CO”
) and Art. 30 of the Company’s Articles of Association (the
“Articles of Association”
).
|
1.2
|
These Organizational Regulations govern the internal organization as well as the duties, powers and responsibilities of the executive bodies of the Company.
|
2
|
Organization
|
2.1
|
For the purpose of these Organizational Regulations, the group (the
“Group”
) shall mean the Company and all companies in which the Company holds directly or indirectly a majority of the voting rights or has the right to appoint a majority of the members of the board of directors. The executive bodies of the Company shall duly respect the legal independence of all Group companies and the local law applicable to them.
|
3
|
Interpretation
|
3.1
|
Words importing the singular number shall also include the plural number and vice-versa.
|
3.2
|
Words importing the masculine gender shall also include the feminine gender.
|
Part II
|
ORGANIZATIONAL STRUCTURE
|
4
|
Corporate Organization
|
4.1
|
The Company shall have the following functions and committees:
|
|
-
|
the board of directors (the
“Board of Directors”
);
|
|
-
|
the chairman of the Board of Directors (the
“Chairman of the Board of Directors”
);
|
|
-
|
the vice-chairman of the Board of Directors (
“Vice-Chairman”
)
|
|
-
|
the board committees established from time to time pursuant to these Organizational Regulations (the
“Board Committees”
);
|
|
-
|
the chief executive officer ( the
“Chief Executive Officer”
);
|
|
-
|
the executive management of the Company (the
“Executive Management”
);
|
|
-
|
the president (the
“President”)
;
|
|
-
|
one or more vice-presidents (
“Vice-Presidents”
);
|
|
-
|
a secretary (the
“Secretary”
); and
|
|
-
|
one or more assistant secretaries (the
“Assistant Secretary”
).
|
3 | ||
|
Part III
|
MANAGEMENT PRINCIPLES
|
5
|
Principle of Delegation
|
5.1
|
Unless a non-transferable or corporate body specific function allocation is stipulated in mandatory statutory law, the Articles of Association or in these Organizational Regulations all executive bodies shall delegate their powers and duties downwards to the lowermost hierarchical level of business respectively organ which is able to decide the matter appropriately by virtue of its knowledge and experience.
|
6
|
Principle of Powers
|
6.1
|
Every business unit and every organ shall have all powers required to take appropriate decisions within their allocated scope of duties.
|
7
|
Reservation of Powers
|
7.1
|
Subject to Sections 5 and 6 of these Organizational Regulations all executive bodies shall at all times case by case or in line with general powers reserved to them be entitled to intervene in the powers and duties of their hierarchical subordinated corporate bodies and to transact business dealings of those corporate bodies (“
Powers Reserved
”).
|
Part IV
|
BOARD OF DIRECTORS
|
8
|
Constitution
|
8.1
|
Where the Board of Directors consists of several persons it shall elect from among its members one Chairman. It may elect one or more Vice-Chairman. It shall further appoint a Secretary who does not need to be a member of the Board (such member hereinafter referred to as a
“Director”
). The Secretary shall keep the minutes of the General Meeting of the Shareholders and the meetings of the Board of Directors and give notice of such meetings and shall perform like duties for the Board Committees when so required. In the case of the absence of the Secretary or his inability to act, any Assistant Secretary (or, in the case of keeping minutes of the General Meeting of the Shareholders or the meetings of the Board of Directors or the Board Committees, any other person designated by the presiding officer of such meeting) may act in the Secretary’s place.
|
9
|
Board Composition
|
9.1
|
In selecting candidates for members of the Board of Directors the Board of Directors shall give due consideration to the governance framework set forth in the Corporate Governance Guidelines of the Company.
|
9.2
|
Each Director shall be at least 21 years of age. Directors need not be shareholders of the Company.
|
10
|
Powers and Duties
|
10.1
|
The Board of Directors is the ultimate executive body of the Company and shall determine the principles of the business strategy and policies. The Board of Directors shall exercise its function as required by law, the Articles of Association and these Organizational Regulations.
|
10.2
|
The Board of Directors shall be authorized to pass resolutions on all matters that are not reserved to the General Meeting of the Shareholders or to other executive bodies by applicable law, the Articles of Association or these Organizational Regulations.
|
10.3
|
The Board of Directors has the following powers and duties, among others:
|
4 | ||
|
|
a)
|
the supreme management of the Company and the issuance of the relevant instructions in accordance with applicable law and regulations;
|
|
b)
|
the determination of the Company’s organizational structure, including the promulgation and the amendment of these Organizational Regulations;
|
|
c)
|
the structuring of the Company’s accounting system, the financial controls and the financial planning;
|
|
d)
|
the overall supervision of the persons entrusted with the management of the Company, in particular with regard to their compliance with applicable law, the Articles of Association, these Organizational Regulations and other applicable instructions and guidelines;
|
|
e)
|
the preparation, review and approval of the annual business report and the financial statements of the Company as well as the preparation of the General Meeting of the Shareholders and the implementation of its resolutions;
|
|
f)
|
the adoption of resolutions concerning an increase in the share capital of the Company to the extent such power is vested in the Board of Directors (Art. 651 para. 4 CO) and of resolutions concerning the confirmation of capital increases and corresponding amendments to the Article of Association, as well as making the required report on the capital increase;
|
|
g)
|
the withdrawal or limitation of any preemptive rights or preferential subscription rights, as applicable;
|
|
h)
|
the notification of the judge if the liabilities of the Company exceed the assets of the Company (case of overindebtedness; Art. 725 CO);
|
|
i)
|
the establishment of the Company’s dividend policy;
|
|
j)
|
the proposal to the General Meeting of the Shareholders to increase or decrease the size of the Board of Directors and of candidates for election or reelection to the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee;
|
|
k)
|
the response to any takeover offer for the Company;
|
|
l)
|
the establishment of any code of ethics and business practice;
|
|
|
|
|
m)
|
the determination of any membership and terms of reference of any Board Committee;
|
|
n)
|
the approval of any agreements to which the Company is a party relating to mergers, demergers, transformations and/or transfer of assets, to the extent required pursuant to the Federal Act of 3 October 2003 on Merger, Demerger, Transformation, and Transfer of Assets or the CO;
|
|
o)
|
the appointment and removal of the Chairman and of possible Vice-Chairman of the Board of Directors (giving due consideration to the governance framework set forth in the Corporate Governance Guidelines of the Company) and the Secretary;
|
|
p)
|
the appointment and removal of the members of the Board Committees and the Executive Management, as well as the determination of their signatory power;
|
5 | ||
|
|
q)
|
the approval of the annual investment and operating budget;
|
|
r)
|
the approval of the share buybacks of the Company;
|
|
s)
|
the passing of resolutions concerning the setting-up or closure of branches, subsidiaries or representative offices in any form;
|
|
t)
|
the formation of foundations in any form especially pension funds;
|
|
u)
|
the examination of compliance with the legal requirements regarding the appointment, election and the professional qualifications of the external auditors.
|
11
|
Delegation of Management
|
11.1
|
To the extent permitted by applicable law and stock exchange rules, the Board of Directors herewith delegates, in the sense of Article 716b CO, the management of the Company to the Company's Executive Management, as further set out in Part VII and Part IX of these Organizational Regulations.
|
12
|
General Management and Use of Seal
|
12.1
|
The Board of Directors shall provide for the safe custody of the seal which shall only be used by the authority of the Board of Directors or of a Board Committee authorised by the Board of Directors in that behalf, and every instrument to which such seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Board of Directors for the purpose. The securities seal which shall be a facsimile of the common seal with the word "Securities" engraved thereon shall be used exclusively for sealing securities issued by the Company and for sealing documents creating or evidencing securities so issued. The Board of Directors may either generally or in any particular case resolve that the securities seal or any signatures or any of them may be affixed to certificates for shares, warrants, debentures or any other form of security by facsimile or other mechanical means specified in such authority or that any such certificates sealed with the securities seal need not be signed by any person. Every instrument to which the seal is affixed as aforesaid shall, as regards all persons dealing in good faith with the Company, be deemed to have been affixed to that instrument with the authority of the Directors previously given.
|
12.2
|
The Company may have a duplicate seal as and where the Board of Directors shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the agents of the Company for the purpose of affixing and using such duplicate seal and they may impose such restrictions on the use thereof as may be thought fit. Wherever in the Articles of Association or the Organizational Regulations reference is made to the seal, the reference shall, when and so far as may be applicable, be deemed to include any such duplicate seal as aforesaid.
|
12.3
|
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, indorsed or otherwise executed, as the case may be, in such manner as the Board of Directors shall from time to time by resolution determine. The Company's banking accounts shall be kept with such banker or bankers as the Board of Directors shall from time to time determine.
|
6 | ||
|
13
|
Meetings
|
13.1
|
The Board of Directors may meet together for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in any part of the world. The Board of Directors shall meet as often as business demands but at least once a year. Regularly scheduled meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a majority of the Board of Directors. Any Director may, by giving written reasons therefore, demand that a meeting of the Board of Directors be held without delay.
|
13.2
|
The Chairman of the Board of Directors, the President or a majority of the Directors may at any time summon a meeting of the Board of Directors. As a rule, at least five working days notice thereof shall be given to each Director either in writing or by electronic transmission at the address or telephone, facsimile or telex number from time to time notified to the Company by such Director or in such other manner as the Board of Directors may from time to time determine.
|
13.3
|
A meeting of the Board of Directors or any Board Committees may be held by means of a telephone or tele-conferencing or any other telecommunications facility provided that all participants are thereby able to communicate contemporaneously by voice with all other participants and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
|
14
|
Attendance Quorum; Resolutions and Minutes
|
14.1
|
The attendance quorum necessary for the transaction of the business of the Board of Directors shall be the absolute majority of the whole Board of Directors. No attendance quorum shall be required for resolutions of the Board of Directors providing for the confirmation of a capital increase or for the amendment of the Articles of Association in connection therewith. In absence of a quorum, a majority of the Directors present may adjourn the meeting to another time and place.
|
14.2
|
The Board of Directors shall pass its resolutions with the majority of the votes cast by the Directors present at a meeting at which the attendance quorum of Art. 14 para. 1 above is satisfied. In case of an equality of votes the Chairman of the Board of Directors shall have a second or casting vote; in the case of elections this shall be decided by lot.
|
14.3
|
Resolutions of the Board of Directors or any Board Committee may be passed without a meeting by way of unanimous written consent of the whole Board of Directors or any Board Committee. A resolution in writing (in one or more counterparts) signed by the whole Board of Directors or all the members of any Board Committee, as applicable (including signed copies sent by facsimile or email), shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors or Board Committee, as the case may be, duly convened and held.
|
14.4
|
The Board of Directors shall cause minutes to be made for the purpose of recording the proceedings at all meetings of the Board of Directors and the Board Committees, respectively. The minutes shall be signed by the acting chairman of the Board of Directors or the Board Committee and the Secretary.
|
14.5
|
All acts
bona fide
done by any meeting of the Board of Directors or by a Board Committee or by any person acting as Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such Board Committee as the case may be.
|
7 | ||
|
14.6
|
The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of Association as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a General Meeting of the shareholders but for no other purpose.
|
15
|
Information and Reporting
|
15.1
|
At board meetings, each Director is entitled to request and receive from other Directors and from the Chief Executive Officer information on all affairs of the Company.
|
15.2
|
Outside of the meetings of the Board of Directors, each Director may request information from the Chief Executive Officer on the general course of business and, upon approval of the Chairman of the Board of Directors, each Director may obtain information on specific transactions and/or access to business documents.
|
16
|
Compensation
|
16.1
|
Each member of the Board of Directors shall be entitled to receive by way of remuneration for their services as a Director or Board Committee member or for attendance at meetings of the Board of Directors or a Board Committee such sum as shall from time to time be determined by the Board of Directors, such sum to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. In determining Director’s compensation, the Board of Directors shall give due consideration to the governance framework set forth in the Corporate Governance Guidelines of the Company as well as the recommendations of the Compensation Committee. However, a Director who holds any salaried employment or office in the Company or a subsidiary of the Company shall not be entitled to receive an additional remuneration for his services as a Director or Board Committee member.
|
16.2
|
The Board of Directors may grant special remuneration to any Director, who shall perform any special or extra services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be agreed.
|
16.3
|
The Directors shall be entitled to be paid all expenses, including travel expenses, reasonably incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from Board meetings, committee meetings or General Meetings of the Shareholders or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
|
8 | ||
|
17
|
Interested Directors
|
17.1
|
No Director or proposed Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the Board of Directors at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company.
|
17.2
|
Any Director may continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such Director shall be liable to account to the Company or the members for any remuneration or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or is about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in the manner aforesaid.
|
17.3
|
A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profit or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article.
|
17.4
|
No person shall be disqualified from the office of Director prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid provided however that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
|
17.5
|
A general notice or disclosure to the Directors or otherwise contained in the minutes of a Meeting or a written resolution of the Directors or any committee thereof that a Director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 17 and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
|
9 | ||
|
Part V
|
CHAIRMAN OF THE BOARD OF DIRECTORS
|
18
|
Powers and Duties
|
18.1
|
The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors.
|
18.2
|
Further, the Chairman of the Board of Directors has the following powers and duties:
|
|
a)
|
contacting the Chief Executive Officer between meetings of the Board of Directors in order to be informed about important business developments;
|
|
b)
|
preparing the agenda for the General Meetings of the Shareholders and the meetings of the Board of Directors;
|
|
c)
|
presiding over the General Meetings of the Shareholders and the meetings of the Board of Directors;
|
|
d)
|
informing the full Board of Directors without delay of material extraordinary events; and
|
|
e)
|
performing any other matters reserved by law, the Articles of Association or these Organizational Regulations to the Chairman of the Board of Directors.
|
|
f)
|
coordination of the Board Committees. The Chairman of the Board of Directors shall receive all invitations to and all minutes of any board committee meeting and shall be entitled to attend any such meeting as long as there are no matters discussed and resolved which affect his personal interests or those of Related Persons;
|
|
g)
|
representation of the overall interests of the Company towards third parties.
|
18.3
|
The Chairman of the Board of Directors shall act as chairman of the meetings of the Board; but if no such chairman is elected, or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairperson of the meeting.
|
Part VI
|
BOARD COMMITTEES
|
19
|
General
|
19.1
|
The Board of Directors may delegate any of its powers to Board Committees consisting of such member or members of the Board of Directors as the Board of Directors thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any Board Committee either wholly or in part, and either as to persons or purposes, but every Board Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board of Directors.
|
19.2
|
All acts done by any such Board Committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board of Directors, and the Board of Directors shall have power, to remunerate the members of any such Board Committee, and charge such remuneration to the current expenses of the Company.
|
19.3
|
The meetings and proceedings of any such Board Committee consisting of two or more members of the Board of Directors shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board of Directors so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board of Directors pursuant to Article 19 para. 2 of these Organizational Regulations.
|
10 | ||
|
20
|
Individual Board Committees
|
20.1
|
The Board Committees shall be:
|
|
the Audit Committee;
|
|
the Compensation Committee;
|
|
the Nominating and Corporate Governance Committee; and
|
|
any other Board Committees designated by the Board of Directors
|
20.2
|
For so long as the shares of the Company are quoted on a domestic or foreign Exchange (as defined in the Articles of Association of the Company), it shall establish and maintain an Audit Committee as a committee of the Board PROVIDED ALWAYS THAT unless otherwise permitted by applicable law and the rules of the Exchange there shall be a minimum of three members of the Audit Committee and all of the members of the Audit Committee shall be Independent Directors. The Audit Committee shall comply with the rules or regulations of the Exchange as promulgated from time to time so long as the shares of the Company are listed on the Exchange. The responsibilities of the Audit Committee shall include all such matters as are required by applicable law and the rules and regulations of the Exchange.
|
Part VII
|
CHIEF EXECUTIVE OFFICER (CEO)
|
21
|
Powers and Duties
|
21.1
|
The Chief Executive Officer shall have the general control and management of the business and affairs of the Company and direct the Company's Executive Management pursuant to Section 23.1 of these Organizational Regulations, subject to the direction and control of the Board of Directors. Under the direction of the Chief Executive Officer, the Executive Management shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall exercise or perform such other powers and duties as may from time to time be assigned to the Chief Executive Officer by the Board of Directors or any Board Committee empowered to authorize the same. The Chief Executive Officer may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors or any Board Committee empowered to authorize the same.
|
Part VIII
|
[INTENTIONALLY OMITTED]
|
Part IX
|
EXECUTIVE MANAGEMENT, OTHER OFFICERS
|
23
|
Composition of the Executive Management | Powers and Duties
|
23.1
|
The Executive Management shall include the Chief Executive Officer and such other officers expressly designated by the Board of Directors to be members of the Executive Management. Under the direction of the Chief Executive Officer, the Executive Management shall have the primary responsibility to make significant operational decisions to implement the Company’s strategic objectives. The Chief Executive Officer shall define the organization of the Executive Management, and manage and supervise the other members of Executive Management. The Chief Executive Officer may delegate specific tasks and responsibilities to the other members of Executive Management.
|
23.2
|
The President shall exercise or perform such powers and duties as may from time to time be assigned to the President by the Board of Directors or the Chief Executive Officer. The President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments authorized by the Chief Executive Officer, Board of Directors or any Board Committee empowered to authorize the same.
|
23.3
|
Each Vice-President shall have such powers and duties as shall be prescribed by the Chief Executive Officer, the President, the Chairman of the Board of Directors, or the Board of Directors. Any Vice President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors or any Board Committee empowered to authorize the same.
|
11 | ||
|
23.4
|
The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chief Executive Officer, the President, the Chairman of the Board of Directors or the Board of Directors.
|
23.5
|
In addition to the duties set forth in Article 8, it shall be the duty of the Secretary to act as secretary at all meetings of the Board of Directors and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Company are duly given and served.
|
23.6
|
The Secretary shall have charge of the register of shareholders and also of the other books, records, and papers of the Company and shall see that the reports, statements and other documents required by law are properly kept and filed; and the Secretary shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to such person by the Chief Executive Officer, the President, the Chairman of the Board of Directors or the Board of Directors.
|
23.7
|
A provision of the Law or of the Articles of Association or these Organizational Regulations requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.
|
23.8
|
The Controller shall perform all of the duties incident to the office of the Controller and such other duties as from time to time may be assigned to such person by the Chief Executive Officer, the President, the Chairman of the Board of Directors or the Board of Directors.
|
23.9
|
The Assistant Treasurers, the Assistant Secretaries and the Assistant Controllers shall perform such duties as shall be assigned to them by the Treasurer, Secretary or Controller, respectively, or by the Chief Executive Officer, the President, the Chairman of the Board of Directors or the Board of Directors.
|
23.10
|
The Board of Directors may from time to time authorize any officer to appoint and remove any other officer or agent and to prescribe such person’s authority and duties. Any person may hold at one time two or more offices. Each officer shall have such authority and perform such duties, in addition to those specified in these Organizational Regulations, as may be prescribed by the Board of Directors from time to time.
|
24
|
[Intentionally Omitted]
|
25
|
Term of Office
|
25.1
|
Each officer shall hold office for the term for which appointed by the Board of Directors, and until the officer’s successor has been appointed and qualified or until such officer’s earlier resignation or removal. Any officer may be removed by the Board of Directors, with or without cause. The election or appointment of an officer shall not in and of itself create contractual rights against the Company. Any officer may resign at any time by giving written notice to the Board of Directors or the Secretary. Any such resignation shall take effect at the time specified therein, or if such time is not specified therein, then upon receipt of such notice, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
|
12 | ||
|
Part X
|
GENERAL PROVISIONS
|
26
|
Signatory Power
|
26.1
|
The Directors, officers and other persons authorized to represent the Company and the subsidiaries shall have single or joint signatory power, as determined appropriate by the Board of Directors.
|
27
|
Insurance
|
27.1
|
The Company may procure directors’ and officers’ liability insurance for the Directors and for officers of the Company. Any costs of insurance shall be charged to the Company or its subsidiaries.
|
28
|
Confidentiality
|
28.1
|
The members of the managing bodies are obliged to treat as absolutely confidential all facts to which they are privy during the exercise of their duties and shall not divulge or disclose these to third parties. This obligation shall last beyond the termination of their engagement with the Company.
|
28.2
|
All documents shall be carefully stored and must be returned to the Company at the latest upon termination of the engagement for the Company.
|
Part XI
|
FINAL PROVISIONS
|
29
|
Effectiveness
|
29.1
|
These Organizational Regulations, and any amendment thereto, shall become effective upon approval by the Board of Directors.
|
30
|
Change of or Amendments to these Organizational Regulations
|
30.1
|
Any change of or amendment to these Organizational Regulations shall only be valid if the Board of Directors approved such change or amendment with the attendance quorum and the majority as set forth in Art. 14 para. 1, 2 and 3 respectively of these Organizational Regulations.
|
13 | ||
|
1. | Amendments to MOA |
Page 1 of 3 | ||
|
2. | Governing Law and Jurisdiction . This Amendment shall be construed and all disputes hereunder shall be settled in accordance with the laws of the United States of America and the State of Kansas, excluding its conflict of laws provisions . Except for actions to enforce judgments the exclusive jurisdiction for resolution of disputes and/or litigation related to this MOA and/or the advancing of sums by Garmin and/or the repayment of sums to Garmin shall be in the Kansas State Courts and/or the Federal Courts for the District of Kansas. |
3. | Status of MOA. Except as expressly amended herein all the terms of the MOA shall remain in full force and effect and all other repayment dates specified in Schedule A to the MOA shall remain unchanged. |
Page 2 of 3 | ||
|
/s/ Christian Doupart
|
|
By:
Christian Doupart for Kristopher Pinnow
|
|
Title:
Sr. Director Legal Services
|
|
|
|
Date: December 6 2013
|
|
|
|
Garmin International, Inc.
|
|
|
|
/s/ Kevin Rauckman
|
|
By:
Kevin Rauckman
|
|
Title:
Chief Financial Officer
|
|
Page 3 of 3 | ||
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
|
|
|
Garmin International, Inc.
|
|
Kansas
|
Garmin North America, Inc.
|
|
Kansas
|
Garmin USA, Inc.
|
|
Kansas
|
Garmin Realty, LLC
|
|
Kansas
|
Garmin AT, Inc.
|
|
Oregon
|
Digital Cyclone, Inc.
|
|
Minnesota
|
Garmin Argentina SRL
|
|
Argentina
|
Garmin Australasia Pty Ltd.
|
|
Australia
|
Garmin Austria GmbH
|
|
Austria
|
Garmin Austria Holding GmbH
|
|
Austria
|
Garmin Belux NV/SA
|
|
Belgium
|
Garmin Desenvolvimento de Sistemas de Aviação e Comercio
|
|
|
de Tecnologias do Brasil Ltda
|
|
Brazil
|
Dynastream Innovations, Inc.
|
|
Canada
(Alberta)
|
Garmin Chile Lda
|
|
Chile
|
Garmin China Co., Ltd. |
|
China
|
Garmin China Shanghai Co., Ltd. |
|
China
|
Garmin China Shanghai RHQ Co., Ltd. |
|
China
|
Garmin China ChengDu Co., Ltd. |
|
China
|
Garmin Hrvatska d.o.o.
|
|
Croatia
|
Garmin Czech s.r.o
|
|
Czech
Republic
|
Garmin Nordic Denmark A/S
|
|
Denmark
|
Garmin Danmark Ejendomme ApS
|
|
Denmark
|
Garmin (Europe) Ltd.
|
|
England
|
Garmin Nordic Finland Oy
|
|
Finland
|
Garmin Nordic Finland Holding Oy
|
|
Finland
|
Garmin France SAS
|
|
France
|
Garmin Deutschland GmbH
|
|
Germany
|
Garmin Deutschland Beteiligungs GmbH
|
|
Germany
|
Garmin Würzburg GmbH
|
|
Germany
|
GPS Insurance Ltd.
|
|
Guernsey
|
Garmin India Private Ltd.
|
|
India
|
Garmin Italia S.p.A.
|
|
Italy
|
Garmin Japan Ltd.
|
|
Japan
|
Garmin Luxembourg S.à r.l.
|
|
Luxembourg
|
Garmin Luxembourg Holdings S.à r.l.
|
|
Luxembourg
|
GRMN Navigation Mexico S de RL de CV
|
|
Mexico
|
Garmin B.V.
|
|
Netherlands
|
Garmin Acquisition B.V.
|
|
Netherlands
|
Garmin Nederland B.V.
|
|
Netherlands
|
Garmin Nordic Norway AS
|
|
Norway
|
Garmin Nordic Norway Holding AS
|
|
Norway
|
Garmin Polska Sp. z o.o.
|
|
Poland
|
Garmin Cluj SRL
|
|
Romania
|
Garmin, trgovina in servis, d.o.o.
|
|
Slovenia
|
Garmap (Pty) Ltd.
|
|
South Africa
|
Garmin Africa Holdings (Pty) Ltd.
|
|
South Africa
|
Garmin Southern Africa (Pty) Ltd.
|
|
South Africa
|
Garmin Iberia S.A.
|
|
Spain
|
Garmin Spain S.L.U.
|
|
Spain
|
Garmin Singapore Pte. Ltd
|
|
Singapore
|
Garmin Nordic Sweden AB
|
|
Sweden
|
Garmin Switzerland GmbH
|
|
Switzerland
|
Garmin Corporation
|
|
Taiwan
|
(1)
|
Registration Statement (Form S-8 No. 333-124818) pertaining to the Garmin International, Inc. 401(k) and Pension Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-125717) pertaining to the Garmin Ltd. Amended and Restated 2005 Equity Incentive Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-51470) pertaining to the Garmin Ltd. Amended and Restated Employee Stock Purchase Plan, Garmin Ltd. Amended and Restated 2000 Equity Incentive Plan, Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-52766) pertaining to the Garmin International, Inc. 401(k) and Pension Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-160297) pertaining to the Garmin Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan, and
|
(6)
|
Registration Statement (Form S-8 No. 333-149450) pertaining to the Garmin International, Inc. 401(k) and Pension Plan;
|
/s/ Ernst & Young LLP
|
|
|
|
Kansas City
, Missouri
|
|
February 19, 2014
|
|
Date:
February 19, 2014
|
By
|
/s/ Clifton A. Pemble
|
|
|
Clifton
A. Pemble
|
|
|
President and Chief
|
|
|
Executive Officer
|
Date:
February 19, 2014
|
By
|
/s/ Kevin Rauckman
|
|
|
Kevin Rauckman
|
|
|
Chief Financial Officer
|
(1) | The Annual Report on Form 10-K for the year ended December 28, 2013 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 19, 2014
|
/s/ Clifton A. Pemble
|
|
|
Clifton
A. Pemble
|
|
|
President and Chief Executive Officer
|
|
Dated: February 19, 2014
|
/s/ Kevin Rauckman
|
|
|
Kevin Rauckman
|
|
|
Chief Financial Officer
|
|