Garmin (GRMN) 10-Q 2005 Q2 Quarterly report

United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 25, 2005

or

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

For the transition period from ______ to ______

Commission file number 0-31983
_________________

GARMIN LTD.
(Exact name of Company as specified in its charter)

Cayman Islands	98-0229227
(State or other jurisdiction	(I.R.S. Employer identification no.)
of incorporation or organization)
5th Floor, Harbour Place, P.O. Box 30464 SMB,	N/A
103 South Church Street	(Zip Code)
George Town, Grand Cayman, Cayman Islands
(Address of principal executive offices)

        Company’s telephone number, including area code: (345) 946-5203

No Changes

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [x] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act). YES [x] NO [ ]

Number of shares outstanding of the Company's common shares as of July 27, 2005:
Common Shares, $.01 par value 107,823,130

1

Garmin Ltd.
Form 10-Q
Quarter Ended June 25, 2005

Table of Contents

      Part I — Financial Information                                                                                Page

Item 1.  Condensed Consolidated Financial Statements (Unaudited)	3
Introductory Comments	3
Condensed Consolidated Balance Sheets at June 25, 2005
and December 25, 2004	4
Condensed Consolidated Statements of Income for the
13- and 26-weeks ended June 25, 2005 and June 26, 2004	5
Condensed Consolidated Statements of Cash Flows for the
26-weeks ended June 25, 2005 and June 26, 2004	6
Notes to Condensed Consolidated Financial Statements	7
Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations	15
Item 3.  Quantitative and Qualitative Disclosures About
Market Risk	23
Item 4.  Controls and Procedures	24

Item 1.  Legal Proceedings	25
Item 2.  Unregistered Sales of Equity Securities
and Use of Proceeds	25
Item 3.  Defaults Upon Senior Securities	25
Item 4.  Submission of Matters to a Vote of Securities Holders	25
Item 5.  Other Information	26
Item 6.  Exhibits	27

Signature Page	28
Index to Exhibits	29

2

Garmin Ltd.
Form 10-Q
Quarter Ended June 25, 2005

Part I – Financial Information

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

Introductory Comments

        The Condensed Consolidated Financial Statements of Garmin Ltd. (“Garmin” or the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 25, 2004. Additionally, the Condensed Consolidated Financial Statements should be read in conjunction with Item 2 of Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this Form 10-Q.

        The results of operations for the 13- and 26-week periods ended June 25, 2005 are not necessarily indicative of the results to be expected for the full year 2005.

3

Garmin Ltd. And Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share information)

	(Unaudited)     June 25,           2005		December 25,                  2004
Assets
Current assets:
Cash and cash equivalents		$300,233		$249,909
Marketable securities		42,470		64,367
Accounts receivable, net		154,697		110,119
Inventories		160,328		154,980
Deferred income taxes		42,312		38,527
Prepaid expenses and other current assets		19,270		19,069
Total current assets		719,310		636,971
Property and equipment, net		179,766		171,630
Marketable securities		291,992		257,848
Restricted cash		1,440		1,457
Other assets, net		36,715		49,485
Total assets		$1,229,223		$1,117,391
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$51,119		$53,673
Salaries and benefits payable		6,388		7,183
Warranty reserve		16,218		15,518
Other accrued expenses		25,602		28,960
Income taxes payable		54,963		70,933
Total current liabilities		154,290		176,267
Deferred income taxes		5,101		5,267
Stockholders' equity:
Common stock, $0.01 par value, 500,000,000 shares       authorized:
Issued and outstanding shares - 108,327,000 as of
December 25, 2004 and 108,058,094 as of
June 25, 2005		1,082		1,084
Additional paid-in capital		100,325		108,949
Retained earnings		936,804		815,209
Accumulated other comprehensive gain		31,621		10,615
Total stockholders' equity		1,069,832		935,857
Total liabilities and stockholders' equity		$1,229,223		$1,117,391

See accompanying notes.

4

   Garmin Ltd. And Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(In thousands, except per share information)

	13-Weeks Ended						26-Weeks Ended
	June 25,       2005			June 26,       2004			June 25,       2005			June 26,       2004
Net sales		$264,497			$189,655			$457,148			$347,984
Cost of goods sold		124,516			91,336			213,969			169,214
Gross profit		139,981			98,319			243,179			178,770
Selling, general and
administrative expenses		33,093			19,401			53,611			36,043
Research and development
expense		17,818			14,710			34,746			28,929
		50,911			34,111			88,357			64,972
Operating income		89,070			64,208			154,822			113,798
Other income (expense):
Interest income		4,487			2,016			8,389			3,912
Interest expense		(41	)		(6	)		(44	)		(16	)
Foreign currency		(1,467	)		3,621			(12,604	)		(3,943	)
Other		3			6			299			(38	)
		2,982			5,637			(3,960	)		(85	)
Income before income taxes		92,052			69,845			150,862			113,713
Income tax provision		17,858			13,530			29,267			22,743
Net income		$74,194			$56,315			$121,595			$90,970
Net income per share:
Basic		$0.68			$0.52			$1.12			$0.84
Diluted		$0.68			$0.52			$1.11			$0.83
Weighted average common
shares outstanding:
Basic		108,368			108,161			108,347			108,179
Diluted		109,143			108,884			109,247			109,052

See accompanying notes.

5

Garmin Ltd. And Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)

	26-Weeks Ended
	June 25,       2005			June 26,       2004
Operating Activities:
Net income		$121,595			$90,970
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		8,812			7,990
Amortization		16,133			7,529
Loss (gain) on sale of property and equipment		(138	)		88
Provision for doubtful accounts		618			617
Deferred income taxes		(4,087	)		887
Foreign currency translation gains/losses		19,245			4,633
Provision for obsolete inventories		7,053			4,944
Changes in operating assets and liabilities:
Accounts receivable		(44,937	)		(16,424	)
Inventories		(10,282	)		2,355
Other current assets		(1,438	)		(21,548	)
Accounts payable		(3,803	)		(408	)
Other current liabilities		(3,639	)		8,783
Income taxes		(15,725	)		9,937
Net cash provided by operating activities		89,407			100,353
Investing activities:
Purchases of property and equipment		(15,779	)		(41,694	)
Purchase of intangible assets		(224	)		(22,102	)
Purchase of marketable securities, net		(14,086	)		(65,213	)
Change in restricted cash		21			--
Proceeds from sale of property and equipment		--			25
Net cash used in investing activities		(30,068	)		(128,984	)
Financing activities:
Stock repurchase		(11,962	)		(3,182	)
Proceeds from issuance of common stock		2,459			726
Net cash used in financing activities		(9,503	)		(2,456	)
Effect of exchange rate changes on cash and cash equivalents		488			(526	)
Net increase in cash and cash equivalents		50,324			(31,613	)
Cash and cash equivalents at beginning of period		249,909			274,329
Cash and cash equivalents at end of period		$300,233			$242,716

See accompanying notes.

6

Garmin Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 25, 2005
(In thousands, except share and per share information)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the 13- and 26-week periods ended June 25, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.

The condensed consolidated balance sheet at December 25, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 25, 2004.

The Company’s fiscal year is based on a 52-53 week period ending on the last Saturday of the calendar year. Therefore the financial results of certain fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated quarters having only 13 weeks. The quarters ended June 25, 2005 and June 26, 2004 both contain operating results for 13 weeks.

2. Inventories

The components of inventories consist of the following:

	June 25, 2005			December 25, 2004
Raw materials		$56,952			$69,036
Work-in-process		34,354			29,959
Finished goods		81,771			67,274
Inventory reserves		(12,749	)		(11,289	)
Inventory, net of reserves		$160,328			$154,980

3. Stock Purchase Plan

The Board of Directors approved a share repurchase program on April 21, 2004, authorizing the Company to purchase up to 3.0 million shares of Garmin Ltd.‘s common stock as market and business conditions warrant. The share repurchase authorization expires on April 30, 2006. From inception to date, 385,800 shares have been repurchased and retired under this plan as of June 25, 2005. These amounts have been reported as a reduction in additional paid-in capital because companies incorporated in the Cayman Islands are not permitted by law to hold treasury stock.

4. Long Term Debt

Garmin had no long-term debt as of June 25, 2005 or December 25, 2004.

7

5. Earnings Per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share information):

	13-Weeks Ended
	June 25,       2005		June 26,       2004
Numerator:
Numerator for basic and diluted net income
per share - net income		$74,194		$56,315
Denominator:
Denominator for basic net income per share -
weighted-average common shares		108,368		108,161
Effect of dilutive securities -
employee stock options		775		723
Denominator for diluted net income per share -
adjusted weighted-average common shares		109,143		108,884
Basic net income per share		$0.68		$0.52
Diluted net income per share		$0.68		$0.52

	26-Weeks Ended
	June 25,       2005		June 26,       2004
Numerator:
Numerator for basic and diluted net income
per share - net income		$121,595		$90,970
Denominator:
Denominator for basic net income per share -
weighted-average common shares		108,347		108,179
Effect of dilutive securities -
employee stock options		900		873
Denominator for diluted net income per share -
adjusted weighted-average common shares		109,247		109,052
Basic net income per share		$1.12		$0.84
Diluted net income per share		$1.11		$0.83

There were 539,810 antidilutive options for the 13-week period and 26-week period ended June 25, 2005.

8

6. Comprehensive Income

Comprehensive income is comprised of the following (in thousands):

	13-Weeks Ended
	June 25,       2005		June 26,       2004
Net income		$74,194		$56,315
Translation adjustment		3,499		(5,216	)
Change in fair value of available-for-sale
marketable securities, net of deferred taxes		2,324		(732	)
Comprehensive income		$80,017		$50,367

	26-Weeks Ended
	June 25,       2005			June 26,       2004
Net income		$121,595			$90,970
Translation adjustment		22,244			7,166
Change in fair value of available-for-sale
marketable securities, net of deferred taxes		(1,238	)		(1,907	)
Comprehensive income		$142,601			$96,229

9

7. Segment Information

Revenues and income before income taxes for each of the Company’s reportable segments are presented below:

	13-Weeks Ended
	June 25, 2005				June 26, 2004
	Consumer		Aviation		Consumer		Aviation
Sales to external customers		$210,266		$54,231		$148,350		$41,305
Income before income taxes		$69,253		$22,799		$55,098		$14,747

	26-Weeks Ended
	June 25, 2005				June 26, 2004
	Consumer		Aviation		Consumer		Aviation
Sales to external customers		$347,741		$109,407		$271,848		$76,136
Income before income taxes		$105,558		$45,304		$89,157		$24,556

Revenues and long-lived assets (property and equipment) by geographic area are as follows for the 26-week periods ended June 25, 2005 and June 26, 2004:

	North America		Asia		Europe		Total
June 25, 2005
Sales to external customers		$286,674		$22,779		$147,695		$457,148
Long-lived assets		$133,942		$45,355		$469		$179,766
June 26, 2004
Sales to external customers		$233,113		$14,762		$100,109		$347,984
Long-lived assets		$104,720		$35,915		$439		$141,074

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8. Stock Compensation Plans

Accounting for Stock-Based Compensation

        At June 25, 2005, the Company has three stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25,Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all awards granted under those plans had a stated price equal to the market value of the underlying common stock on the date of grant, or at the balance sheet date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123,Accounting for Stock-Based Compensation, to stock-based employee compensation.

	13-Weeks Ended
	June 25,       2005			June 26,           2004
Net income as reported		$74,194			$56,315
Deduct: Total stock-based employee compensation
expense determined under fair-value based method
for all awards, net of tax effects		(1,614	)		(1,248	)
Pro forma net income		$72,580			$55,067
Net income per share as reported:
Basic		$0.68			$0.52
Diluted		$0.68			$0.52
Pro forma net income per share:
Basic		$0.67			$0.51
Diluted		$0.66			$0.51

	26-Weeks Ended
	June 25,       2005			June 26,           2004
Net income as reported		$121,595			$90,970
Deduct: Total stock-based employee compensation
expense determined under fair-value based method
for all awards, net of tax effects		(3,202	)		(2,491	)
Pro forma net income		$118,393			$88,479
Net income per share as reported:
Basic		$1.12			$0.84
Diluted		$1.11			$0.83
Pro forma net income per share:
Basic		$1.09			$0.82
Diluted		$1.08			$0.81

11

2000 Non-employee Directors’ Option Plan

        In October 2000, the stockholders adopted a stock option plan for non-employee directors (the Directors Plan) providing for grants of options for up to 50,000 common shares of the Company’s stock. The term of each award is ten years. All awards vest evenly over a three-year period. During 2005, 2004, and 2003, options to purchase 5,500, 6,621, and 3,648 shares, respectively, were granted under this plan.

2000 Equity Incentive Plan

        Also in October 2000, the stockholders adopted an equity incentive plan (the Plan) providing for grants of incentive and nonqualified stock options and “other” stock compensation awards to employees of the Company and its subsidiaries, pursuant to which up to 3,500,000 shares of common stock are available for issuance. The stock options generally vest over a period of five years or as otherwise determined by the Board of Directors or the Compensation Committee and generally expire ten years from the date of grant, if not exercised. Option activity under the Plan during the first two quarters of 2005, and full year 2004 is summarized below. There have been no “other” stock compensation awards granted under the Plan.

2005 Equity Incentive Plan

        Also in June 2005, the stockholders adopted an equity incentive plan (the 2005 Plan) providing for grants of incentive and nonqualified stock options and “other” stock compensation awards to employees of the Company and its subsidiaries, pursuant to which up to 5,000,000 shares of common stock are available for issuance. The stock options generally vest over a period of five years or as otherwise determined by the Board of Directors or the Compensation Committee and generally expire ten years from the date of grant, if not exercised. Award activity under the 2005 Plan during the second quarter of 2005 is summarized below. The Company awarded certain stock appreciation rights (SAR’s) during the second quarter under the Plan.

        A summary of the Company’s stock award activity and related information under the Plan, the 2005 Plan and the Directors’ Plan for the 26-week period ended June 25, 2005 and year ended December 25, 2004 is provided below:

	Weighted-Average Exercise Price		Number of Shares
			(In Thousands)
Outstanding at December 27, 2003		$28.42		2,257
Granted		39.74		703
Exercised		17.12		(202	)
Canceled		32.15		(33	)
Outstanding at December 25, 2004		32.12		2,725
Granted		--		--
Exercised		21.29		(102	)
Canceled		32.08		(19	)
Outstanding at March 26, 2005		32.54		2,604
Granted		43.18		381
Exercised		18.70		(15	)
Canceled		42.65		(8	)
Outstanding at June 25, 2005		33.94		2,962

        The stated stock price for SAR’s issued is reflected in the above table as the exercise price.

        There were 381,225 and 13,292 awards granted during the 13-week periods ended June 25, 2005 and June 26, 2004, respectively.

12

        The weighted-average remaining contract life for options outstanding at June 25, 2005 is 7.85 years. Options outstanding at June 25, 2005 have exercise prices ranging from $14.00 to $54.54. At June 25, 2005, options to purchase 842,866 shares are exercisable.

9. Warranty Reserves

The Company’s products sold are generally covered by a warranty for periods ranging from one to two years. The Company’s estimate of costs to service its warranty obligations are based on historical experience and expectation of future conditions and are recorded as a liability on the balance sheet. The following reconciliation provides an illustration of changes in the aggregate warranty reserve.

	13-Weeks Ended
	June 25,       2005			June 26,                 2004
Balance - beginning of the period		$14,778			$9,863
Accrual for products sold
during the period		5,494			5,725
Expenditures		(4,054	)		(3,209	)
Balance - end of the period		$16,218			$12,379

	26-Weeks Ended
	June 25,       2005			June 26,                 2004
Balance - beginning of the period		$15,518			$8,399
Accrual for products sold
during the period		10,630			11,006
Expenditures		(9,930	)		(7,026	)
Balance - end of the period		$16,218			$12,379

10. Commitments

Pursuant to certain supply agreements, the Company is contractually committed to make purchases of approximately $90 million over the next 3 years.

11. Subsequent Event

On July 20, 2005, the board of directors of the Company approved a $0.50/share annual dividend payable to shareholders of record on December 1, 2005.

13

12. Recent Accounting Pronouncements

        In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”, which is a revision of SFAS No. 123. SFAS No.123 (R) will be effective for the Company during the first quarter of 2006 and requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. As permitted by SFAS No. 123, the company currently accounts for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options at the date of grant. Accordingly, the adoption of SFAS No.123(R)’s fair value method will have an impact on our results of operations consistent with our pro-forma disclosures included in Note 8, although it will have no impact on our overall financial position. The full impact of adoption of SFAS No.123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted SFAS No.123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No.123 as described in the disclosure of pro forma net income and earnings per share as noted above. SFAS No.123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption.

14

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

        The discussion set forth below, as well as other portions of this Quarterly Report, contains statements concerning potential future events. Such forward-looking statements are based upon assumptions by our management, as of the date of this Quarterly Report, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such verbs as expects, anticipates, believes or similar verbs or conjugations of such verbs. If any of our assumptions prove incorrect or should unanticipated circumstances arise, our actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in the Company’s Annual Report on Form 10-K for the year ended December 25, 2004. This report has been filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) in Washington, D.C. and can be obtained by contacting the SEC’s public reference operations or obtaining it through the SEC’s web site on the World Wide Web at http://www.sec.gov. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statement concerning the Company. The Company will not update any forward-looking statements in this Quarterly Report to reflect future events or developments.

        The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in this Form 10-Q and the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 25, 2004.

        The Company is a leading worldwide provider of navigation, communications and information devices, most of which are enabled by Global Positioning System, or GPS, technology. We operate in two business segments, the consumer and aviation markets. Both of our segments offer products through our network of independent dealers and distributors. However, the nature of products and types of customers for the two segments vary significantly. As such, the segments are managed separately. Our consumer segment includes portable GPS receivers and accessories for marine, recreation, land and automotive use sold primarily to retail outlets. Our aviation products are portable and panel-mount avionics for Visual Flight Rules and Instrument Flight Rules navigation and are sold primarily to retail outlets and certain aircraft manufacturers.

15

Results of Operations

        The following table sets forth our results of operations as a percentage of net sales during the periods shown:

	13-Weeks Ended
	June 25, 2005		June 26, 2004
Net sales	100.0	%	100.0	%
Cost of goods sold	47.1	%	48.2	%
Gross profit	52.9	%	51.8	%
Research and development	6.7	%	7.8	%
Selling, general and administrative	12.5	%	10.2	%
Total operating expenses	19.2	%	18.0	%
Operating income	33.7	%	33.8	%
Other income (expense), net	1.1	%	3.0	%
Income before income taxes	34.8	%	36.8	%
Provision for income taxes	6.8	%	7.1	%
Net income	28.0	%	29.7	%

	26-Weeks Ended
	June 25, 2005		June 26, 2004
Net sales	100.0	%	100.0	%
Cost of goods sold	46.8	%	48.6	%
Gross profit	53.2	%	51.4	%
Research and development	7.6	%	8.3	%
Selling, general and administrative	11.7	%	10.4	%
Total operating expenses	19.3	%	18.7	%
Operating income	33.9	%	32.7	%
Other income (expense), net	(0.9	%)	0.0	%
Income before income taxes	33.0	%	32.7	%
Provision for income taxes	6.4	%	6.5	%
Net income	26.6	%	26.2	%

16

        The following table sets forth our results of operations (in thousands) for each of our two segments through income before income taxes during the periods shown. For each line item in the table, the total of the consumer and aviation segments’ amounts equals the amount in the condensed consolidated statements of income included in Item 1.

	13-Weeks Ended
	June 25, 2005				June 26, 2004
	Consumer		Aviation		Consumer		Aviation
Net sales		$210,266		$54,231		$148,350		$41,305
Cost of goods sold		106,691		17,825		76,486		14,850
Gross profit		103,575		36,406		71,864		26,455
Operating expenses:
Selling, general and administrative		27,762		5,331		14,613		4,788
Research and development		9,227		8,591		7,270		7,440
Total operating expenses		36,989		13,922		21,883		12,228
Operating income		66,586		22,484		49,981		14,227
Other income (expense), net		2,667		315		5,117		520
Income before income taxes		$69,253		$22,799		$55,098		$14,747

	26-Weeks Ended
	June 25, 2005						June 26, 2004
	Consumer			Aviation			Consumer			Aviation
Net sales		$347,741			$109,407			$271,848			$76,136
Cost of goods sold		177,663			36,306			140,514			28,700
Gross profit		170,078			73,101			131,334			47,436
Operating expenses:
Selling, general and administrative		42,602			11,009			27,112			8,931
Research and development		18,148			16,598			14,472			14,457
Total operating expenses		60,750			27,607			41,584			23,388
Operating income		109,328			45,494			89,750			24,048
Other income (expense), net		(3,770	)		(190	)		(593	)		508
Income before income taxes		$105,558			$45,304			$89,157			$24,556

17

Comparison of 13-Weeks Ended June 25, 2005 and June 26, 2004

Net Sales

	13-weeks ended June 25, 2005					13-weeks ended June 26, 2004					Quarter over Quarter
	Net Sales		% of Revenues			Net Sales		% of Revenues			$ Change		% Change
Consumer		$210,266		79.5	%		$148,350		78.2	%		$61,916		41.7	%
Aviation		54,231		20.5	%		41,305		21.8	%		$12,926		31.3	%
Total		$264,497		100.0	%		$189,655		100.0	%		$74,842		39.5	%

        Increases in consumer sales for the 13-week period ended June 25, 2005 were primarily due a strong response to new automotive product offerings and secondarily to continued demand for marine and recreation products. Increases in aviation sales were due to revenues from OEM and retrofit panel-mount products partially offset by a reduction in portable product sales for the 13-week period ended June 25, 2005. Approximately 38% of sales in the second quarter of 2005 were generated from products introduced in the last twelve months.

        Total consumer and aviation unit sales increased 24% to 707,000 in the second quarter of 2005 from 569,000 in the same period of 2004. The higher unit sales volume in the second quarter of fiscal 2005 was primarily attributable to the introduction of new products in the prior twelve months, most notably automotive products, as well as strength in our existing product lines. Unit growth in both consumer and aviation segments exceeded 20%.

Gross Profit

	13-weeks ended June 25, 2005					13-weeks ended June 26, 2004					Quarter over Quarter
	Gross Profit		% of Revenues			Gross Profit		% of Revenues			$ Change		% Change
Consumer		$103,575		49.3	%		$71,864		48.4	%		$31,711		44.1	%
Aviation		36,406		67.1	%		26,455		64.0	%		9,951		37.6	%
Total		$139,981		52.9	%		$98,319		51.8	%		$41,662		42.4	%

        Gross profit improvements within the consumer segment in the quarter ended June 25, 2005, when compared to the same quarter in 2004, were driven primarily by improved product mix within the segment.

        Aviation gross margin improvements were primarily a result of favorable product mix and reduced G1000 cockpit program costs versus the same quarter of 2004.

Selling, General and Administrative Expenses

	13-weeks ended June 25, 2005					13-weeks ended June 26, 2004					Quarter over Quarter
	Selling, General &					Selling, General &
	Admin. Expenses		% of Revenues			Admin. Expenses		% of Revenues			$ Change		% Change
Consumer		$27,762		13.2	%		$14,613		9.9	%		$13,149		90.0	%
Aviation		$5,331		9.8	%		4,788		11.6	%		543		11.3	%
Total		$33,093		12.5	%		$19,401		10.2	%		$13,692		70.6	%

        The increase in expense was driven primarily by increased advertising costs ($7.5 million), certain operating taxes ($3.8 million), legal and accounting fees ($1.0 million), increased call center expense ($0.5 million) and other administrative expenses ($0.9 million).

18

Research and Development Expense

	13-weeks ended June 25, 2005					13-weeks ended June 26, 2004					Quarter over Quarter
	Research & Development		% of Revenues			Research & Development		% of Revenues			$ Change		% Change
Consumer		$9,227		4.4	%		$7,270		4.9	%		$1,957		26.9	%
Aviation		8,591		15.8	%		7,440		18.0	%		1,151		15.5	%
Total		$17,818		6.7	%		$14,710		7.8	%		$3,108		21.1	%

        The increase in expense was due to ongoing development activities for new products, the addition of 46 new engineering personnel to our staff during the quarter and an increase in engineering program costs during the second quarter of 2005 as a result of our continued emphasis on product innovation. Research and development costs as a percent of revenue declined primarily due to the fact that the growth rate of revenues for the period (39%) exceeded the growth rate of research and development expenditures (21%).

Operating Income

	13-weeks ended June 25, 2005					13-weeks ended June 26, 2004					Quarter over Quarter
	Operating Income		% of Revenues			Operating Income		% of Revenues			$ Change		% Change
Consumer		$66,586		31.7	%		$49,981		33.7	%		$16,605		33.2	%
Aviation		$22,484		41.5	%		14,227		34.4	%		8,257		58.0	%
Total		$89,070		33.7	%		$64,208		33.9	%		$24,862		38.7	%

        Operating income fell as a percent of revenue as a result of product mix, increased advertising costs, operating taxes, legal and accounting fees, and increased call center costs.

Other Income (Expense)

	13-weeks ended June 25, 2005			13-weeks ended               June 26, 2004
Interest Income		$4,487			$2,016
Interest Expense		(41	)		(6	)
Foreign Currency Exchange		(1,467	)		3,621
Other		3			6
Total		$2,982			$5,637

        The average taxable equivalent interest rate return on invested cash during the second quarter of 2005 was 2.9% compared to 1.5% during the same quarter of 2004.

        The $1.5 million currency loss was due to the weakening of the U.S. Dollar compared to the Taiwan Dollar during the second quarter of fiscal 2005, when the exchange rate decreased to 31.36 TD/USD at June 25, 2005 from 31.49 TD/USD at March 26, 2005. The $3.6 million gain in the same quarter of 2004 was due to the strengthening of the U.S. Dollar compared to the Taiwan Dollar during the second quarter of fiscal 2004, when the exchange rate increased to 33.68 TD/USD at June 26, 2004 from 33.27 TD/USD at March 27, 2004.

19

Income Tax Provision

        Income tax expense increased by $4.3 million, to $17.8 million, for the 13-week period ended June 25, 2005 from $13.5 million for the 13-week period ended June 26, 2004 due to our higher income before taxes. The effective tax rate was 19.4% in both the second quarter of 2005 and the second quarter of 2004.

Net Income

        As a result of the above, net income increased 31.8% for the 13-week period ended June 25, 2005 to $74.2 million compared to $56.3 million for the 13-week period ended June 26, 2004.

Comparison of 26-Weeks Ended June 25, 2005 and June 26, 2004

Net Sales

	26-weeks ended June 25, 2005					26-weeks ended June 26, 2004					Period over Period
	Net Sales		% of Revenues			Net Sales		% of Revenues			$ Change		% Change
Consumer		$347,741		76.1	%		$271,848		78.1	%		$75,893		27.9	%
Aviation		109,407		23.9	%		76,136		21.9	%		33,271		43.7	%
Total		$457,148		100.0	%		$347,984		100.0	%		$109,164		31.4	%

        Increases in consumer sales dollars for the 26-week period ended June 25, 2005 were primarily due to a strong response to new automotive product offerings during the second quarter and secondarily to continued demand for marine and recreation products throughout the period. Increases in aviation sales were due to revenues from OEM and retrofit panel-mount products for the 26-week period ended June 25, 2005. Aviation revenues as a percent of total revenue increased due to the fact that the growth rate of aviation revenues for the period (44%) exceeded the growth rate of the consumer segment (28%).

        Total consumer and aviation unit sales increased 23% to 1,290,000 in the first half of 2005 from 1,047,000 in the same period of 2004. The higher unit sales volume in the first half of fiscal 2005 was primarily attributable to the introduction of new products in the prior twelve months, as well as strength in our existing product lines. Unit growth occurred in both consumer and aviation segments.

Gross Profit

	26-weeks ended June 25, 2005					26-weeks ended June 26, 2004					Period over Period
	Gross Profit		% of Revenues			Gross Profit		% of Revenues			$ Change		% Change
Consumer		$170,078		48.9	%		$131,334		48.3	%		$38,744		29.5	%
Aviation		73,101		66.8	%		47,436		62.3	%		25,665		54.1	%
Total		$243,179		53.2	%		$178,770		51.4	%		$64,409		36.0	%

        Gross profit improvements within the consumer segment in the period ended June 25, 2005, when compared to the same quarter in 2004, were driven primarily by improved product mix within the segment.

        Aviation gross margin improvements were primarily a result of favorable product mix and reduced G1000 cockpit program costs versus the same period of 2004.

Selling, General and Administrative Expenses

	26-weeks ended June 25, 2005					26-weeks ended June 26, 2004					Period over Period
	Selling, General &					Selling, General &
	Admin. Expenses		% of Revenues			Admin. Expenses		% of Revenues			$ Change		% Change
Consumer		$42,602		12.3	%		$27,112		10.0	%		$15,490		57.1	%
Aviation		$11,009		10.1	%		8,931		11.7	%		2,078		23.3	%
Total		$53,611		11.7	%		$36,043		10.4	%		$17,568		48.7	%

        The increase in expense was driven primarily by increased advertising costs ($9.9 million), certain operating taxes ($3.8 million), legal and accounting fees ($1.7 million), increased call center expense ($0.8 million) and other administrative expenses ($1.3 million).

20

Research and Development Expense

	26-weeks ended June 25, 2005					26-weeks ended June 26, 2004					Period over Period
	Research & Development		% of Revenues			Research & Development		% of Revenues			$ Change		% Change
Consumer		$18,148		5.2	%		$14,472		5.3	%		$3,676		25.4	%
Aviation		16,598		15.2	%		14,457		19.0	%		2,141		14.8	%
Total		34,746		7.6	%		28,929		8.3	%		5,817		20.1	%

        The increase in expense dollars was due to ongoing development activities for new products, the addition of 74 new engineering personnel to our staff year to date, and an increase in engineering program costs during the first half of 2005 as a result of our continued emphasis on product innovation. Research and development costs as a percent of revenue declined primarily due to the fact that the growth rate of revenues for the period (31%) exceeded the growth rate of research and development expenditures (20%).

Operating Income

	26-weeks ended June 25, 2005					26-weeks ended June 26, 2004					Period over Period
	Operating Income		% of Revenues			Operating Income		% of Revenues			$ Change		% Change
Consumer		$109,328		31.4	%		$89,750		33.0	%		$19,578		21.8	%
Aviation		$45,494		41.6	%		24,048		31.6	%		21,446		89.2	%
Total		$154,822		33.9	%		$113,798		32.7	%		$41,024		36.0	%

        Operating income rose as a percent of revenue as a result of favorable product mix shift, offset in part by increased research and development costs, increased advertising and marketing costs, certain operating taxes, legal and accounting fees, and increased call center costs.

Other Income (Expense)

	26-weeks ended   June 25, 2005			26-weeks ended   June 26, 2004
Interest Income		$8,389			$3,912
Interest Expense		(44	)		(16	)
Foreign Currency Exchange		(12,604	)		(3,943	)
Other		299			(38	)
Total		($ 3,960	)		($ 85	)

        The average taxable equivalent interest rate return on invested cash during the first half of 2005 was 2.8% compared to 1.5% during the same period of 2004.

        The $12.6 million currency loss was due to the weakening of the U.S. Dollar compared to the Taiwan Dollar during the first half of fiscal 2005, when the exchange rate decreased to 31.36 TD/USD at June 25, 2005 from 32.19 TD/USD at December 25, 2004. The $3.9 million currency loss in the same period of 2004 was due to the weakening of the U.S. Dollar compared to the Taiwan Dollar during the first half of fiscal 2004, when the exchange rate decreased to 33.68 TD/USD at June 26, 2004 from 34.05 TD/USD at December 27, 2003.

Income Tax Provision

        Income tax expense increased by $6.6 million, to $29.3 million, for the 26-week period ended June 25, 2005 from $22.7 million for the 26-week period ended June 26, 2004 due to our higher income before taxes. The effective tax rate fell to 19.4% from 20.0% due to incremental tax holidays applied for in Taiwan during 2004 and the first half of 2005.

21

Net Income

        As a result of the above, net income increased 33.6% for the 26-week period ended June 25, 2005 to $121.6 million compared to $91.0 million for the 26-week period ended June 26, 2004.

Liquidity and Capital Resources

        Net cash generated by operating activities was $89.4 million for the 26-week period ended June 25, 2005 compared to $100.4 million for the 26-week period ended June 26, 2004. We attempt to carry sufficient inventory levels of finished goods and key components so that potential supplier shortages have as minimal an impact as possible on our ability to deliver our finished products. We experienced a $5.3 million year-to-date increase in inventories in the first half of 2005 in order to support the many new products slated for 2005 and meet demand for our products. Accounts receivable increased $44.6 million for the first half of 2005 due to heavier shipments in June, resulting in the higher receivables balance at the end of the period.

        Cash flow from investing activities during the 26-week period ending June 25, 2005 was a $30.1 million use of cash. Cash flow used in investing activities principally related to $15.8 million in capital expenditures primarily related to business operation and maintenance activities, the net purchase of $14.1 million of fixed income securities associated with the investment of our on-hand cash balances, and the payment of prepaid license fees of $0.2 million as a result of long-term agreements with key suppliers to achieve favorable pricing. It is management’s goal to invest the on-hand cash consistent with the Company’s investment policy, which has been approved by the Board of Directors. The investment policy’s primary purpose is to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of maximum safety. The Company’s average taxable equivalent return on its investments during the period was approximately 2.8%.

        Cash flow from financing activities during the period was a $9.5 million use of cash, which represents a use of cash for share repurchase of $12 million and a source of cash resulting from the issuance of common stock related to our Company stock option plan of $2.5 million.

        We currently use cash flow from operations to fund our capital expenditures and to support our working capital requirements. We expect that future cash requirements will principally be for capital expenditures, working capital requirements, repurchase of shares, and payment of dividends declared.

        We believe that our existing cash balances and cash flow from operations will be sufficient to meet our projected capital expenditures, working capital, repurchase of shares, and other cash requirements at least through the end of fiscal 2005.

Contractual Obligations and Commercial Commitments

        Pursuant to certain supply agreements, the Company is contractually committed to make purchases of approximately $90 million over the next 3 years.

Off-Balance Sheet Arrangements

        We do not have any off-balance sheet arrangements.

22

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

      Market Sensitivity

        We have market risk primarily in connection with the pricing of our products and services and the purchase of raw materials. Product pricing and raw material costs are both significantly influenced by semiconductor market conditions. Historically, during cyclical economic downturns, we have been able to offset pricing declines for our products through a combination of improved product mix and success in obtaining price reductions in raw material costs. In recent quarters we have experienced an increase in raw materials costs and an increase in the sale of lower-margin products as a part of the product mix, resulting in reduced gross margins.

      Inflation

        We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

      Foreign Currency Exchange Rate Risk

        The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations.

        The principal currency involved is the Taiwan Dollar. Garmin Corporation, located in Shijr, Taiwan, uses the local currency as its functional currency. The Company translates all assets and liabilities at year-end exchange rates and income and expense accounts at average rates during the year. In order to minimize the effect of the currency exchange fluctuations on our operations, we have elected to retain most of our cash at our Taiwan subsidiary in U.S. dollars. As discussed above, the exchange rate decreased 2.6% during the first six months of 2005 and resulted in a foreign currency loss of $12.6 million. If the exchange rate increased by a similar percentage, a comparable foreign currency gain would be recognized.

Interest Rate Risk

        As of June 25, 2005, we have minimal interest rate risk as we have no outstanding long term debt and we intend to hold marketable securities until they mature.

23

Item 4.  Controls and Procedures

(a)    Evaluation of disclosure controls and procedures.The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. As of June 25, 2005, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of June 25, 2005 that our disclosure controls and procedures were effective such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)     Changes in internal control over financial reporting. There has been no change in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended June 25, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

24

Part II — Other Information

Item 1.  Legal Proceedings

From time to time the Company is involved in litigation arising in the course of its operations. As of July 28, 2005, the Company was not a party to any legal proceedings that management believes would have a material adverse effect upon the consolidated results of operations or financial condition of the Company.

Item 2.  Unregistered Sales of Equity Securities, and Use of Proceeds

The Board of Directors approved a share repurchase program on April 21, 2004, authorizing the Company to purchase up to 3,000,000 shares of the Company as market and business conditions warrant. The share repurchase authorization expires on April 30, 2006. The following table lists the Company’s monthly share purchases during the second fiscal quarter of 2005:

Period	Total # of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
June 2005		285,800		$41.85		285,800		2,614,200
Total		285,800		$41.85		285,800		2,614,200

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

The Company held its Annual General Meeting of Shareholders on June 3, 2005. Proxies for the meeting were solicited pursuant to Regulation 14A. There was no solicitation in opposition to the Board of Directors’ nominees for election as directors as listed in the Proxy Statement and all such nominees were elected. Listed below is each matter voted on at the Company’s Annual General Meeting. All such matters were approved. A total of 106,502,854 common shares or approximately 98% of the common shares outstanding on the record date, were present in person or by proxy at the Annual General Meeting. These shares were voted as follows:

Election of Three Directors of the Company:

                          Nominee                                                            For                                                               Withheld

                          Donald H. Eller                                           106,331,899                                                        170,995
                          Charles W. Peffer                                       106,291,504                                                        211,350
                          Clifton A. Pemble                                       103,718,432                                                     2,784,422

        The terms of office of Directors Charles W. Peffer and Min H. Kao will continue until the Annual General Meeting of Shareholders in 2006. The terms of office of Directors Gene M. Betts and Thomas A. McDonnell will continue until the Annual General Meeting of Shareholders in 2007. The terms of office of Directors Donald H. Eller and Clifton A. Pemble will continue until the Annual General Meeting in 2008.

25

Approval of the Garmin Ltd. 2005 Equity Incentive Plan

                          For                                                            Against                                                               Abstain                                                               Not Voted

                 76,257,451                               5,261,487                                       49,668                                              24,934,248

Item 5.  Other Information

               Not applicable

26

Item 6.  Exhibits

                     Exhibits

                      Exhibit 31.1      Certification of Chief Executive Officer pursuant to Exchange Act
                                                 13a-14(a) or 15d-14(a).

                      Exhibit 31.2      Certification of Chief Financial Officer pursuant to Exchange Act
                                                 13a-14(a) or 15d-14(a).

                      Exhibit 32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C.
                                                 Section 1350, as adopted pursuant to Section 906
                                                 of the Sarbanes-Oxley Act of 2002.

                      Exhibit 32.2      Certification of Chief Financial Officer pursuant to 18 U.S.C.
                                                 Section 1350, as adopted pursuant to Section 906
                                                 of the Sarbanes-Oxley Act of 2002.

Exhibits 32.1 and 32.2 shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934 and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

27

SIGNATURES

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

GARMIN LTD.


By   /s/ Kevin Rauckman
____________________________________
        Kevin Rauckman
        Chief Financial Officer
        (Principal Financial Officer and
        Principal Accounting Officer)

Dated:   August 3, 2005

28

INDEX TO EXHIBITS

                      Exhibit No.       Description                                                                                                  Page

                      Exhibit 31.1      Certification of Chief Executive Officer pursuant to Exchange Act
                                                 13a-14(a) or 15d-14(a).                                                                                29

                      Exhibit 31.2      Certification of Chief Financial Officer pursuant to Exchange Act
                                                 13a-14(a) or 15d-14(a).                                                                                30

                      Exhibit 32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C.
                                                 Section 1350, as adopted pursuant to Section 906
                                                 of the Sarbanes-Oxley Act of 2002.                                                             31

                      Exhibit 32.2      Certification of Chief Financial Officer pursuant to 18 U.S.C.
                                                 Section 1350, as adopted pursuant to Section 906
                                                 of the Sarbanes-Oxley Act of 2002.                                                             32

29

EXHIBIT 31.1

CERTIFICATION

        I, Min H. Kao, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Garmin Ltd.;

2.      Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;.

3.      Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this annual report is being prepared;

b)      designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)         disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.         The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

   Date: August 3, 2005 By   /s/ Min H. Kao
____________________________________
        Min H. Kao
        Chairman and
         Chief Executive Officer

30

EXHIBIT 31.2

CERTIFICATION

      I, Kevin Rauckman, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Garmin Ltd.;

2.      Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this annual report is being prepared;

b)      designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

   Date: August 3, 2005 By   /s/ Kevin Rauckman
______________________________
        Kevin Rauckman
        Chief Financial Officer

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EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Garmin Ltd. (the “Company”) on Form 10-Q for the period ending June 25, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Min H. Kao, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

   Date: August 3, 2005 By   /s/ Min H. Kao
____________________________________
        Min H. Kao
        Chairman and
        Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Garmin Ltd. (the “Company”) on Form 10-Q for the period ending June 25, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Rauckman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

   Date: August 3, 2005 By   /s/ Kevin Rauckman
______________________________
        Kevin Rauckman
        Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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