10-Q

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 March 31, 2007

or

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

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 þ NO o

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

Large Accelerated Filer þ Accelerated Filer o   Non-accelerated Filer o

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

YES o NO þ

Number of shares outstanding of the Company's common shares as of May 4, 2007

Common Shares, $.005 par value: 216,296,829

Garmin Ltd.

Form 10-Q

Quarter Ended March 31, 2007

Table of Contents

Part I - Financial Information		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Introductory Comments	3
	Condensed Consolidated Balance Sheets at March 31, 2007
	and December 30, 2006	4
	Condensed Consolidated Statements of Income for the
	13-weeks ended March 31, 2007 and April 1, 2006	5
	Condensed Consolidated Statements of Cash Flows for the
	13-weeks ended March 31, 2007 and April 1, 2006	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About
	Market Risk	18
Item 4.	Controls and Procedures	19
Part II - Other Information
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Submission of Matters to a Vote of Securities Holders	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signature Page		24
Index to Exhibits		25

2

Garmin Ltd.

Form 10-Q

Quarter Ended March 31, 2007

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 30, 2006. 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-week period ended March 31, 2007 are not necessarily indicative of the results to be expected for the full year 2007.

3

Garmin Ltd. And Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share information)

	March 31,			December 30,
	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	479,380		$	337,321
Marketable securities		93,674			73,033
Accounts receivable, net		334,010			403,524
Inventories, net		283,200			271,008
Deferred income taxes		55,138			55,996
Prepaid expenses and other current assets		25,136			28,202
Total current assets		1,270,538			1,169,084
Property and equipment, net		257,935			250,988
Marketable securities		337,770			407,843
Restricted cash		1,529			1,525
Licensing agreements, net		16,508			3,307
Other intangible assets, net		132,888			64,273
Total assets	$	2,017,168		$	1,897,020
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	110,119		$	88,375
Salaries and benefits payable		16,364			16,268
Accrued warranty costs		39,281			37,639
Other accrued expenses		65,738			100,732
Income taxes payable		11,918			94,668
Total current liabilities		243,420			337,682
Long-term debt, less current portion		233			248
Deferred income taxes		1,359			1,191
Other liabilities		76,474			-
Stockholders' equity:
Common stock, $0.005 par value, 500,000,000 shares authorized:
Issued and outstanding shares- 216,273,000 as of March 31, 2007 and 216,098,000 as of December 30, 2006		1,083			1,082
Additional paid-in capital		92,423			83,438
Retained earnings		1,618,515			1,478,654
Accumulated other comprehensive loss		(16,339	)		(5,275	)
Total stockholders' equity		1,695,682			1,557,899
Total liabilities and stockholders' equity	$	2,017,168		$	1,897,020

See accompanying notes.

4

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

(In thousands, except per share information)

	13-Weeks Ended
	March 31,			April 1,
	2007			2006
Net sales	$	492,159		$	322,311
Cost of goods sold		254,407			159,521
Gross profit		237,752			162,790
Selling, general and
administrative expenses		65,925			37,764
Research and development
expense		33,503			24,913
		99,428			62,677
Operating income		138,324			100,113
Other income (expense):
Interest income		9,359			7,305
Interest expense		(32	)		(8	)
Foreign currency		13,205			(7,446	)
Other		51			3,605
		22,583			3,456
Income before income taxes		160,907			103,569
Income tax provision		21,047			16,053
Net income	$	139,860		$	87,516
Net income per share:
Basic	$	0.65		$	0.40
Diluted	$	0.64		$	0.40
Weighted average common
shares outstanding:
Basic		216,215			216,370
Diluted		218,704			218,322

See accompanying notes.

5

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	13-Weeks Ended
	March 31,			April 1,
	2007			2006
Operating Activities:
Net income	$	139,860		$	87,516
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		6,213			5,050
Amortization		9,872			8,922
Loss (gain) on sale of property and equipment		27			172
Provision for doubtful accounts		991			500
Deferred income taxes		2,159			(7,725	)
Foreign currency transaction gains/losses		(13,052	)		10,290
Provision for obsolete and slow moving inventories		8,156			4,712
Stock compensation expense		3,955			2,500
Realized gains on marketable securities		-			(3,852	)
Changes in operating assets and liabilities:
Accounts receivable		84,886			(29,753	)
Inventories		(16,772	)		(5,124	)
Other current assets		2,947			(18,141	)
Accounts payable		6,252			(7,707	)
Other current and non-current liabilities		(34,628	)		3,580
Income taxes		(11,993	)		5,725
Purchase of licenses		(20,203	)		(449	)
Net cash provided by operating activities		168,670			56,216
Investing activities:
Purchases of property and equipment		(12,399	)		(14,868	)
Purchase of intangible assets		(1,564	)		(683	)
Purchase of marketable securities		(102,197	)		(123,506	)
Redemption of marketable securities		153,924			51,899
Change in restricted cash		(4	)		(14	)
Net cash paid for acquisition of businesses and other intangibles		(68,902	)		-
Net cash used in investing activities		(31,142	)		(87,172	)
Financing activities:
Proceeds from issuance of common stock		2,842			6,671
Stock repurchase		-			-
Payments on long term debt		(14	)		-
Tax benefit related to stock option exercise		2,190			4,371
Net cash provided by financing activities		5,018			11,042
Effect of exchange rate changes on cash and cash equivalents		(487	)		185
Net increase in cash and cash equivalents		142,059			(19,729	)
Cash and cash equivalents at beginning of period		337,321			334,352
Cash and cash equivalents at end of period	$	479,380		$	314,623

See accompanying notes.

6

Garmin Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2007

(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-week period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 29, 2007.

The condensed consolidated balance sheet at December 30, 2006 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 30, 2006.

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 March 31, 2007 and April 1, 2006 both contain operating results for 13-weeks for both year-to-date periods.

Stock Split (“Split”)

All April 1, 2006 common stock and applicable share and per share amounts have been retroactively adjusted to reflect a 2-for-1 split of the Company’s Common Stock effective August 15, 2006.

2. Inventories

The components of inventories consist of the following:

	March 31, 2007			December 30, 2006
Raw materials	$	81,187		$	85,040
Work-in-process		43,248			42,450
Finished goods		176,373			160,748
Inventory reserves		(17,608	)		(17,230	)
Inventory, net of reserves	$	283,200		$	271,008

3. Stock Purchase Plan

The Board of Directors approved a share repurchase program on August 3, 2006, 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 December 31, 2007. There were no shares purchased during the 13-week period ending March 31, 2007.

7

4. 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
	March 31,		April 1,
	2007		2006
Numerator:
Numerator for basic and diluted net income
per share - net income	$	139,860	$	87,516
Denominator:
Denominator for basic net income per share -
weighted-average common shares		216,215		216,370
Effect of dilutive securities -
employee stock options		2,489		1,952
Denominator for diluted net income per share -
adjusted weighted-average common shares		218,704		218,322
Basic net income per share	$	0.65	$	0.40
Diluted net income per share	$	0.64	$	0.40

Options to purchase 2,391,766 shares of common stock were outstanding for the 13-week period ended March 31, 2007 but were not included in the computation of diluted earnings per share because the effect was anti-dilutive. There were no anti-dilutive options for the 13-week period ended April 1, 2006.

5. Comprehensive Income

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

	13-Weeks Ended
	March 31,			April 1,
	2007			2006
Net income	$	139,860		$	87,516
Translation adjustment		(12,881	)		9,209
Change in fair value of available-for-sale
marketable securities, net of deferred taxes		1,817			(2,844	)
Comprehensive income	$	128,796		$	93,881

8

6.   Segment Information

Net sales, operating income, and income before taxes for each of the Company’s reportable segments are presented below:

	Reportable Segments
	Outdoor/				Auto/
	Fitness		Marine		Mobile		Aviation		Total
13-Weeks Ended March 31, 2007
Net sales	$	60,527	$	43,004	$	316,626	$	72,002	$	492,159
Operating income	$	21,209	$	11,294	$	79,525	$	26,296	$	138,324
Income before taxes	$	24,783	$	13,085	$	95,145	$	27,894	$	160,907
13-Weeks Ended April 1, 2006
Net sales	$	63,645	$	50,703	$	150,730	$	57,233	$	322,311
Operating income	$	24,679	$	18,914	$	36,292	$	20,228	$	100,113
Income before taxes	$	24,157	$	20,646	$	39,239	$	19,527	$	103,569

Allocation of certain research and development expenses, and selling, general, and administrative expenses are made to each segment on a percent of revenue basis.

Net Sales and long-lived assets (property and equipment) by geographic area are as follows as of and for the 13-week periods ended March 31, 2007 and April 1, 2006:

	North
	America		Asia		Europe		Total
March 31, 2007
Net sales to external customers	$	322,624	$	21,460	$	148,075	$	492,159
Long-lived assets	$	154,962	$	62,895	$	40,078	$	257,935
April 1, 2006
Net sales to external customers	$	202,687	$	17,721	$	101,903	$	322,311
Long-lived assets	$	135,945	$	52,448	$	427	$	188,820

7. Income Taxes

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on December 31, 2006, the beginning of fiscal year 2007. As a result of the implementation of FIN 48, the Company has not recognized a material increase or decrease in the liability for unrecognized tax benefits. The total amount of unrecognized tax benefits as of the date of adoption is $70.5 million including interest of $3.3 million. The total amount of unrecognized tax benefits as of March 31, 2007 is $76.4 million including interest of $6.9 million. The March 31, 2007 balance of $76.4 million of unrecognized tax benefits, if recognized, would reduce the effective tax rate. None of the unrecognized tax benefits are due to uncertainty in the timing of deductibility.

FIN 48 requires unrecognized tax benefits to be classified as non-current liabilities, except for the portion that is expected to be paid within one year of the balance sheet date. The Company previously classified these amounts as current liabilities, however after the adoption, the entire $76.4 million is required to be classified as non-current at March 31, 2007.

Interest expense and penalties, if any, accrued on the unrecognized tax benefits are reflected in income tax expense. Approximately $3.6 million of interest is included in income tax expense for the quarter ending March 31, 2007. At March 31, 2007 and at December 30, 2006, the Company had accrued approximately $6.9 million and $3.3 million respectively for interest. The Company had no amounts accrued for penalties as the nature of the unrecognized tax benefits, if recognized, would not warrant the imposition of penalties.

9

The Company files income tax returns in the U.S federal jurisdiction, and various state and foreign jurisdictions. The Company is no longer subject to US federal, state, or local tax examinations by tax authorities for years prior to 2003. The Company also considers 2003 and 2004 US Federal returns to have been effectively settled due to the completion of audit examination by the Internal Revenue Service. The Company is no longer subject to Taiwan income tax examinations by tax authorities for years prior to 2001. The Company is no longer subject to United Kingdom tax examinations by tax authorities for years prior to 2005.

The Company believes that it is reasonably possible that $5.0 million of its unrecognized tax benefit will decrease within the next 12 months as the result of the statute of limitations expiring related to an uncertain tax benefit associated with transfer pricing. This potential decrease in unrecognized tax benefits would impact the Company’s effective tax rate within the next 12 months.

8. 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
	March 31,			April 1,
	2007			2006
Balance - beginning of the period	$	37,639		$	18,817
Accrual for products sold
during the period		15,035			6,133
Expenditures		(13,393	)		(4,771	)
Balance - end of the period	$	39,281		$	20,179

9.   Commitments

Pursuant to certain supply agreements, the Company is contractually committed to make purchases of approximately $431 million over the next 3 years.

10.   Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company will be required to adopt SFAS No. 157 in the first quarter of fiscal year 2008.   We do not expect the adoption of SFAS No. 157 to have a material impact on our financial reporting and disclosure.

In February 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS No. 159”), “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and early application is allowed under certain circumstances. Management is currently evaluating the requirements of SFAS No. 159 and has not yet determined the impact, if any, on the Company’s consolidated financial statements.

10

11.   Acquisitions

In the first quarter of 2007, Garmin Ltd. acquired EME Tec Sat SAS (the exclusive distributor of Garmin’s consumer products in France and now renamed Garmin France SAS), Digital Cyclone, Inc. (a location based services provider), and the assets of Nautamatic Marine Systems, Inc. (a manufacturer of the TR-1 Gold and Gladiator marine autopilots) for $72.1 million less $3.2 million cash acquired. The preliminary purchase price allocation resulted in an increase in goodwill and intangible assets of $68.6 million. These acquisitions are not material, either individually or in aggregate, therefore supplemental pro forma information is not presented.

11

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 30, 2006. 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 30, 2006.

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 four business segments, the outdoor/fitness, marine, automotive/mobile and aviation markets. Our segments offer products through our network of independent dealers and distributors. However, the nature of products and types of customers for the four segments may vary significantly. As such, the segments are managed separately.

12

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
	March 31, 2007			April 1, 2006
Net sales		100.0	%		100.0	%
Cost of goods sold		51.7	%		49.5	%
Gross profit		48.3	%		50.5	%
Research and development		6.8	%		7.7	%
Selling, general and administrative		13.4	%		11.7	%
Total operating expenses		20.2	%		19.4	%
Operating income		28.1	%		31.1	%
Other income (expense), net		4.6	%		1.1	%
Income before income taxes		32.7	%		32.2	%
Provision for income taxes		4.3	%		5.0	%
Net income		28.4	%		27.2	%

The company manages its operations in four segments: outdoor/fitness, marine, automotive/mobile, and aviation, and each of its segments employs the same accounting policies. Allocation of certain research and development expenses, and selling, general, and administrative expenses are made to each segment on a percent of revenue basis. The following table sets forth our results of operations (in thousands) including revenue, gross profit, and operating profit for each of our four segments during the periods shown. For each line item in the table, the total of the outdoor/fitness, marine, automotive/mobile, and aviation segments' amounts equals the amount in the condensed consolidated statements of income included in Item 1.

	Reporting Segments
	Outdoor/				Auto/
	Fitness		Marine		Mobile		Aviation		Total
13-Weeks Ended March 31, 2007
Net sales	$	60,527	$	43,004	$	316,626	$	72,002	$	492,159
Gross profit	$	33,415	$	21,153	$	136,731	$	46,453	$	237,752
Operating income	$	21,209	$	11,294	$	79,525	$	26,296	$	138,324
13-Weeks Ended April 1, 2006
Net sales	$	63,645	$	50,703	$	150,730	$	57,233	$	322,311
Gross profit	$	36,342	$	28,017	$	63,087	$	35,344	$	162,790
Operating income	$	24,679	$	18,914	$	36,292	$	20,228	$	100,113

13

Comparison of 13-Weeks Ended March 31, 2007 and April 1, 2006

Net Sales

	13-weeks ended March 31, 2007					13-weeks ended April 1, 2006					Quarter over Quarter
	Net Sales		% of Revenues			Net Sales		% of Revenues			$ Change			% Change
Outdoor/Fitness	$	60,527		12.3	%	$	63,645		19.7	%		($3,118	)		-4.9	%
Marine		43,004		8.7	%		50,703		15.7	%		(7,699	)		-15.2	%
Automotive/Mobile		316,626		64.4	%		150,730		46.8	%		165,896			110.1	%
Aviation		72,002		14.6	%		57,233		17.8	%		14,769			25.8	%
Total	$	492,159		100.0	%	$	322,311		100.0	%	$	169,848			52.7	%

Increases in sales for the 13-week period ended March 31, 2007 were primarily due to a strong response to automotive and aviation product offerings. Approximately 45% of sales in the first quarter of 2007 were generated from products introduced in the last twelve months. Automotive/mobile revenue became a significantly larger portion of our revenue mix, rising from 47% in the year ago quarter to 64% in the first quarter of 2007.

Total unit sales increased 67% to 1,551,000 in the first quarter of 2007 from 921,000 in the same period of 2006. The higher unit sales volume in the first quarter of fiscal 2007 was attributable to strong sales of automotive products during the seasonally lower first quarter.

Automotive/mobile segment revenue grew the fastest during the quarter, more than doubling from the year-ago quarter, on the strength of nüvi, c-series, and other personal navigation devices (PNDs). Our aviation segment also performed well, as demand for our GMX 200, WAAS-enabled retrofit products, and WAAS upgrades to previously installed products were all strong. The timing of marine product releases and continued efforts to clear the marine retail channel of older products resulted in lower revenues for the segment when compared with the same quarter of 2006. Revenues in our outdoor/fitness segment were also lower than the year ago quarter, when outdoor product special program sales in Europe created strong sales in the first quarter of 2006.

Gross Profit

	13-weeks ended March 31, 2007					13-weeks ended April 1, 2006					Quarter over Quarter
	Gross Profit		% of Revenues			Gross Profit		% of Revenues			$ Change			% Change
Outdoor/Fitness	$	33,415		55.2	%	$	36,342		57.1	%		($2,927	)		-8.1	%
Marine		21,153		49.2	%		28,017		55.3	%		(6,864	)		-24.5	%
Automotive/Mobile		136,731		43.2	%		63,087		41.9	%		73,644			116.7	%
Aviation		46,453		64.5	%		35,344		61.8	%		11,109			31.4	%
Total	$	237,752		48.3	%	$	162,790		50.5	%	$	74,962			46.0	%

Gross profit dollars in the first quarter of 2007 grew 46% and gross profit margin percentage declined 220 basis points over the same quarter of the previous year. First quarter gross profit margins decreased to 55.2% and 49.2% in the outdoor/fitness and marine segments respectively, when compared to the same quarter in 2006. First quarter 2007 gross profit margins increased to 43.2% and 64.5% within the automotive/mobile and aviation segments, when compared with the first quarter of 2006.

Gross profit margin percentage for the Company overall decreased primarily as a result of the automotive/mobile segment becoming a significantly larger percentage of the Company’s product mix. While the automotive/mobile segment is by nature a lower-margin business, strong sales of our higher priced and more fully featured products coupled with a less aggressive pricing environment for the segment supported gross margin improvement and gross margin dollar growth within the segment. Declines in gross margin in both the outdoor/fitness and marine segments also pressured gross margins for the Company during the quarter. Continued efforts to clear the marine retail channel by discounting older products put particular pressure on marine margins. Strong demand for popular retrofit products in the aviation segment resulted in improved product mix and margins for the aviation segment, providing gross margin support for the Company.

14

Selling, General and Administrative Expenses

	13-weeks ended March 31, 2007					13-weeks ended April 1, 2006
	Selling, General &					Selling, General &					Quarter over Quarter
	Admin. Expenses		% of Revenues			Admin. Expenses		% of Revenues			$ Change		% Change
Outdoor/Fitness	$	7,289		12.0	%	$	6,946		10.9	%	$	343		4.9	%
Marine		6,037		14.0	%		5,954		11.7	%		83		1.4	%
Automotive/Mobile		45,814		14.5	%		19,529		13.0	%		26,285		134.6	%
Aviation		6,785		9.4	%		5,335		9.3	%		1,450		27.2	%
Total	$	65,925		13.4	%	$	37,764		11.7	%	$	28,161		74.6	%

The increase in expense was driven primarily by increased advertising spending and increased staffing to support our growth. Advertising spending, which included increases in both cooperative advertising costs and television and print advertising placements, increased 59% or $10.9 million when compared to the first quarter of 2006. As a percent of sales, advertising increased from 5.7% of sales in first quarter of 2006 to 6.0% of sales in first quarter of 2007. Other selling, general and administrative expenses increased as a percent of sales from 6.0% of sales in the first quarter of 2006 to 7.4% of sales in the first quarter of 2007. In absolute dollars, other expenses increased $17.2 million when compared to the previous year quarter, with increases distributed across call center, operations, finance, administration, and marketing administration areas to support the growth of our businesses.

Research and Development Expense

	13-weeks ended March 31, 2007					13-weeks ended April 1, 2006
	Research &		% of			Research &		% of			Quarter over Quarter
	Development		Revenues			Development		Revenues			$ Change		% Change
Outdoor/Fitness	$	4,917		8.1	%	$	4,717		7.4	%	$	200		4.2	%
Marine		3,822		8.9	%		3,149		6.2	%		673		21.4	%
Automotive/Mobile		11,392		3.6	%		7,266		4.8	%		4,126		56.8	%
Aviation		13,372		18.6	%		9,781		17.1	%		3,591		36.7	%
Total	$	33,503		6.8	%	$	24,913		7.7	%	$	8,590		34.5	%

The 34.5% increase in research and development expense dollars was due to ongoing development activities for new products, the addition of 70 new engineering personnel to our staff during the quarter, and an increase in engineering program costs during the first quarter of 2007 as a result of our continued emphasis on product innovation. Research and development costs increased $8.6 million when compared with the year-ago quarter, but declined 90 basis points as a percent of revenue primarily due to the fact that the growth rate of research and development expenditures for the period (34.5%) was slower than the growth rate of revenues (52.7%).

Operating Income

	13-weeks ended March 31, 2007					13-weeks ended April 1, 2006					Quarter over Quarter
	Operating Income		% of Revenues			Operating Income		% of Revenues			$ Change			% Change
Outdoor/Fitness	$	21,209		35.0	%	$	24,679		38.8	%		($3,470	)		-14.1	%
Marine		11,294		26.3	%		18,914		37.3	%		(7,620	)		-40.3	%
Automotive/Mobile		79,525		25.1	%		36,292		24.1	%		43,233			119.1	%
Aviation		26,296		36.5	%		20,228		35.3	%		6,068			30.0	%
Total	$	138,324		28.1	%	$	100,113		31.1	%	$	38,211			38.2	%

Operating income was down 300 basis points as a percent of revenue when compared to the year-ago quarter due to the decline in gross margins, increased advertising and marketing activities, additions to finance, technology, and administrative expenditures, and personnel additions in the call center to support the growth of our businesses. Operating margins decreased to 35.0% and 26.3% within our outdoor/fitness and marine segments, respectively, while operating margins increased to 25.1% and 36.5% within our automotive/mobile and aviation segments, respectively. Our operating margin percentage decreased in part as a function of the gross profit margin percentage decreases described above, and the fact that marine and outdoor/fitness segment revenues and gross margins declined while R&D costs for these segments continued to grow to support upcoming new product introductions.

15

Other Income (Expense)

 

	13-weeks ended			13-weeks ended
	March 31, 2007			April 1, 2006
Interest Income	$	9,359		$	7,305
Interest Expense		(32	)		(8	)
Foreign Currency Exchange		13,205			(7,446	)
Other		51			3,605
Total	$	22,583		$	3,456

The average taxable equivalent interest rate return on invested cash during the first quarter of 2007 was 4.3% compared to 4.0% during the same quarter of 2006. The increase in interest income is attributable to our growing cash balances, increasing interest rates, and more active management of our cash balances.

Foreign currency gains and losses for the Company are primarily tied to movements by the Taiwan Dollar, and secondarily to the British Pound Sterling. While the Canadian dollar and the Euro are the respective functional currencies of Dynastream Innovations, Inc. and Garmin France, due to these entities relative sizes, their respective currency moves do not have a material impact on the Company’s financial statements.

The majority of the $13.2 million currency gain in the first quarter of 2007 was due to the strengthening of the U.S. Dollar compared to the Taiwan Dollar. During the first quarter of fiscal 2007 the exchange rate increased 1.5% to $33.09 TD/USD at March 31, 2007 from $32.60 TD/USD at December 30, 2006, resulting in $12.1 million of the quarter’s gain. While the British Pound Sterling strengthened relative to the U.S. Dollar during the quarter, the timing of transactions during the period resulted in Garmin Europe recording a $1.0 million gain.

The $7.4 million currency loss in the same quarter of 2006 was due to the weakening of the U.S. Dollar compared to the Taiwan Dollar during the first quarter of fiscal 2006, when the exchange rate decreased to $32.46 TD/USD at April 1, 2006 from $32.84 TD/USD at December 31, 2005. During the first quarter of 2006, British Pound Sterling currency moves had no material impact, and Dynastream and Garmin France had not yet been acquired.

Income Tax Provision

Our earnings before taxes increased 55% when compared to the same quarter in 2006, and our income tax expense increased by $5.0 million, to $21.0 million, for the 13-week period ended March 31, 2007, from $16.0 million for the 13-week period ended April 1, 2006, due to our lower tax rate. The effective tax rate was 13.1% in the first quarter of 2007 and 15.5% in the first quarter of 2006. The lower tax rate in the first quarter of 2007 when compared to the same quarter in 2006 was related to tax holidays/credits and the favorable mix of taxable income among Company entities.

Net Income

As a result of the above, net income increased 60% for the 13-week period ended March 31, 2007 to $139.9 million compared to $87.5 million for the 13-week period ended April 1, 2006.

Liquidity and Capital Resources

Net cash generated by operating activities was $168.7 million for the 13-week period ended March 31, 2007 compared to $56.2 million for the 13-week period ended April 1, 2006. 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 $12.2 million year-to-date increase in net inventories in this 13-week period of 2007, an increase required to fill strong orders for our products and to address overall growing demand for our products. Accounts receivable decreased $84.9 million, net of bad debts, during the first quarter of 2007 due to lower shipments in the seasonally slower period.

Cash flow used in investing activities during the 13-week period ending March 31, 2007 was $31.1 million. Cash flow used in investing activities principally related to $12.4 million in capital expenditures primarily related to business operation and maintenance activities, the net purchase of $51.7 million of fixed income securities associated with the investment of our on-hand cash balances, and the purchase of EME Tec Sat SAS. and Digital Cyclone, Inc., and the purchase of the assets of Nautamatic Marine Systems for a combined total of $68.9 million. 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 4.3%.

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Net cash provided by financing activities during the period was $5.0 million resulting from issuance of common stock related to our Company stock option plan and stock based compensation tax benefits.

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 2007.

Contractual Obligations and Commercial Commitments

Pursuant to certain supply agreements, the Company is contractually committed to make purchases of approximately $431 million over the next 3 years.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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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 introducing new products with higher margins 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. In accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation, the financial statements of all Company entities with functional currencies that are not United States dollars (USD) are translated for consolidation purposes into USD, the functional currency of Garmin Ltd. and Garmin International, Inc. Sales, costs, and expenses are translated at rates prevailing during the reporting periods and at end-of-year rates for all assets and liabilities. The effect of this translation is recorded in a separate component of stockholders’ equity and have been included in accumulated other comprehensive gain/(loss) in the accompanying consolidated balance sheets.

Foreign currency gains and losses for the Company are primarily tied to movements of the Taiwan Dollar, which is the functional currency of Garmin Corporation, located in Taiwan, and secondarily to the British Pound Sterling, which is used by Garmin Europe, located in Southampton in the U.K. While the Canadian dollar and the Euro are the functional currencies of Dynastream Innovations, Inc. and Garmin France, due to these entities relative sizes, their respective currency moves do not have a material impact on the Company’s financials. 

Interest Rate Risk

As of March 31, 2007, we have minimal interest rate risk as we have no material outstanding long term debt and we intend to hold marketable securities until they mature.

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Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. As of March 31, 2007, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2007 that our disclosure controls and procedures were effective such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There has been no change in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended March 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II - Other Information

Item 1.Legal Proceedings

Encyclopaedia Britannica, Inc. v. Alpine Electronics of America, Inc., Alpine Electronics, Inc., Denso Corporation, Toyota Motor Sales, U.S.A., Inc., American Honda Motor Co., Inc., and Garmin International, Inc. On May 16, 2005, Encyclopaedia Britannica, Inc. (“Encyclopaedia Britannica”) filed suit in the United States District Court for the Western District of Texas, Austin Division, against the Company’s wholly owned subsidiary Garmin International, Inc. (“Garmin International”) and five other unrelated companies, alleging infringement of U.S. Patent No. 5,241,671 (“the ‘671 patent”). Garmin International believes that it should not be found liable for infringement of the ‘671 patent and additionally that the ‘671 patent is invalid. On December 30, 2005, Garmin International filed a Motion for Summary Judgment for Claim Invalidity Based on Indefiniteness. On March 1, 2006 the court held a hearing on construction of the claims of the ‘671 patent. The parties await the court’s ruling on Garmin’s summary judgment motion and the court’s claim construction order. On May 23, 2006, Encyclopaedia Britannica filed an amended complaint alleging that Garmin International and the other defendants also infringe U.S. Patent No. 7,051,018 (“the ‘018 patent”), a continuation patent of the ‘671 patent, which issued on May 23, 2006. Garmin International believes that it should not be found liable for infringement of the ‘018 patent and additionally that the ‘018 patent is invalid. On July 25, 2006, Encyclopaedia Britannica filed a new complaint alleging that Garmin International and the other defendants also infringe U.S. Patent No. 7,082,437 (“the ‘437 patent”), a continuation patent of the ‘671 patent, which issued on July 25, 2006. Garmin International believes that it should not be found liable for infringement of the ‘437 patent and additionally that the ‘437 patent is invalid. Although there can be no assurance that an unfavorable outcome of this litigation would not have a material adverse effect on our operating results, liquidity or financial position, we believe that the claims are without merit and we will vigorously defend these actions.

Mobile Traffic Systems Corporation v. Cobra Electronics Corp., Garmin USA, Inc., Magellan Navigation, Inc., and TomTom, Inc. On April 11, 2007, Mobile Traffic Systems Corporation filed a lawsuit in the United States District Court for the Northern District of Alabama claiming that certain products of Garmin and the other defendants infringe U.S. Patents Nos. 7,069,143 and 6,728,628 (the “Asserted Patents”). As of the date of this Form 10-Q, this lawsuit has not been served on Garmin USA, Inc. Garmin USA, Inc. believes that it should not be found liable for infringement of the Asserted Patents and additionally that the Asserted Patents are invalid. If the lawsuit is served on Garmin USA, Inc., we intend to vigorously defend the lawsuit Although there can be no assurance that an unfavorable outcome of this litigation would not have a material adverse effect on our operating results, liquidity or financial position, we believe that the claims are without merit and we will vigorously defend this lawsuit.

Garmin Ltd. v. TomTom, Inc. (Texas) On August 23, 2006, Garmin Ltd. filed a lawsuit in the United States District Court for the Eastern District of Texas claiming that certain TomTom products infringe U.S. Patent No. 7,062,378 (“the ‘378 Patent”) owned by Garmin Ltd. On October 20, 2006 TomTom filed an answer denying infringement and also filed a motion to transfer the lawsuit to the United States District Court for the Western District of Wisconsin, which motion was denied by the court on March 5, 2007. On March 14, 2007, TomTom filed an amended answer and counterclaims alleging that the ‘378 Patent is unenforceable due to alleged inequitable conduct and also asserting alleged violations of antitrust laws by Garmin based upon alleged intentional failure to disclose alleged prior art to the U.S. Patent Office. On April 23, 2007, Garmin filed a motion to dismiss these counterclaims due to TomTom’s failure to state a claim on which relief can be granted. The case is currently in the early stages of discovery. The court has scheduled the trial for November 2008. Although there can be no assurance that an unfavorable outcome of this litigation would not have a material adverse effect on our operating results, liquidity or financial position, we believe that the counterclaims are without merit and we intend to vigorously prosecute the lawsuit for infringement of our ‘378 Patent.

20

Garmin Ltd. v. TomTom, Inc.; Garmin Corporation v. TomTom, Inc. (Wisconsin) These lawsuits were filed by Garmin Ltd. and Garmin Corporation against TomTom, Inc. (“TomTom”) on January 31, 2006 and February 1, 2006, respectively, in the United States District Court for the Western District of Wisconsin. The lawsuits were consolidated. Garmin Ltd. and Garmin Corporation filed an amended complaint on May 5, 2006. The amended complaint claims that certain TomTom products infringe U.S. Patents Nos. 6,188,956 and 6,222,485 owned by Garmin Corporation and U.S. Patents Nos. 6,901,330; 6,687,615 and 6,999,873 owned by Garmin Ltd. On April 27, 2006, TomTom served amended answers and counterclaims on Garmin Ltd. and Garmin Corporation which claim that certain products sold by these companies are infringing three U.S. patents that were purchased by an affiliate of TomTom International, B.V. from Horizon Navigation, Inc. on April 21, 2006. The three patents are U.S. Patents 5,291,412, 5,550,538 and 5,922,042. The amended answers and counterclaims also added Garmin International, Inc. as a counterclaim defendant. On December 22, 2006 the court ruled on summary judgment motions filed by the parties. The court ruled that Garmin Ltd. and its subsidiaries did not infringe any claim of any of the three patents asserted by TomTom in its counterclaims, that TomTom did not infringe certain claims of the patents asserted by Garmin and that certain claims of some of the patents asserted by Garmin were invalid. Garmin filed a motion to reopen the case to address the remaining claims asserted by Garmin against TomTom. On April 25, 2007, the court issued a ruling on summary judgment that the remaining patent claims asserted by Garmin were either not infringed or invalid. Garmin intends to appeal this decision.

Garmin (Europe) Ltd., Garmin International, Inc, Garmin Corporation and Garmin Ltd. v. TomTom International B.V. Garmin Ltd. and the above-named subsidiaries of Garmin Ltd. filed a lawsuit against TomTom International B.V. in the District Court in the Hague, the Netherlands, on June 27, 2006.  The lawsuit seeks a declaration of non-infringement of TomTom’s European Community Registered Design No. 000267968-001 (the “Registered Design”).  TomTom responded on July 14, 2006 by filing an action for preliminary relief in the District Court in The Hague, Netherlands, claiming that certain models of Garmin’s StreetPilot products infringe the Registered Design.   TomTom has also filed a counterclaim for infringement of the Registered Design in the main lawsuit.  On November 2, 2006, the court issued a judgment in the preliminary relief proceedings finding that Garmin’s products do not infringe the Registered Design and denying TomTom’s claim for preliminary relief. The court also awarded Garmin approximately 37,000 euros for attorneys’ fees and costs. TomTom has filed an appeal of this judgment.    Garmin believes that none of its products infringe the Registered Design and Garmin is prosecuting vigorously its action for a declaration of non-infringement. Although there can be no assurance that an unfavorable outcome of this litigation would not have a material adverse effect on our operating results, liquidity or financial position, we believe that our products do not infringe the Registered Design and we intend to vigorously prosecute our lawsuit seeking a declaration of non-infringement.

Garmin (Europe) Ltd. v. TomTom International B.V. On July 17, 2006, Garmin (Europe) Ltd. filed a lawsuit against TomTom International B.V. (“TomTom”),  in the High Court of Justice in London, England.  The lawsuit seeks a declaration that United Kingdom Patent No. GB 2400293 B (“the ’293 Patent”) owned by TomTom is invalid and an order that the ‘293 patent be revoked.  On July 31, 2006, TomTom  filed a defense indicating that it intended to defend this lawsuit and also filed a counterclaim alleging that certain models of Garmin’s StreetPilot products and Garmin’s nüvi products infringe the ‘293 Patent. Garmin (Europe) Ltd. believes that none of its products infringe the ‘293 Patent and that the ‘293 Patent is invalid.  On December 20, 2006, Garmin (Europe) Ltd. filed a second lawsuit against TomTom in the High Court of Justice in London, England.  This lawsuit seeks declarations that United Kingdom Patent Nos. GB 2400292 B (“the ’292 Patent”) and GB 2400294 B (“the ’294 Patent”), owned by TomTom are invalid and seeks orders that the ’292 Patent and the ’294 Patent be revoked.  On January 17, 2007, TomTom filed a defense indicating that it intended to defend this lawsuit.  On March 30, 2007, TomTom filed an application with the court for permission to amend the ‘293 Patent. Garmin (Europe) Ltd. intends to prosecute vigorously its actions seeking declarations of invalidity and revocation of the ’292, ‘293, and ’294 Patents and to defend vigorously TomTom’s allegation of infringement of the ‘293 Patent. Although there can be no assurance that an unfavorable outcome of this litigation would not have a material adverse effect on our operating results, liquidity or financial position, we believe that TomTom’s counterclaim under the ‘293 Patent is without merit and we intend to vigorously defend it and to oppose TomTom’s application to amend the ‘293 Patent.

21

From time to time the Company is involved in other legal actions arising in the ordinary course of our business. We believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

Item 1A. Risk Factors

There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2006. There have been no material changes during the 13-week period ended March 31, 2007 in the risks described in our Annual Report on Form 10-K. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

Items (a) and (b) are not applicable.

(c) Issuer Purchases of Equity Securities

The Board of Directors approved a share repurchase program on August 3, 2006, 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 December 31, 2007. The following table lists the Company’s share purchases during the first quarter of fiscal 2007:

					Total Number of Shares		Maximum Number of
	Total # of				Purchased as Part of		Shares That May Yet
	Shares		Average Price		Publicly Announced		Be Purchased Under
Period	Purchased		Paid Per Share		Plans or Programs		the Plans or Programs
13-weeks ended
March 31, 2007		0	$	0.00		0		1,844,700
Total		0	$	0.00		0		1,844,700

Item 3.Defaults Upon Senior Securities

None

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

None

Item 5.Other Information

Not applicable

22

Item 6.Exhibits

Exhibit 10.1	Form of Stock Appreciation Rights Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan.
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit 32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

23

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: May 8, 2007

24

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 10.1	Form of Stock Appreciation Rights Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan.
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit 32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

25

EX-10.1

EXHIBIT 10.1

GARMIN LTD.

2005 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AGREEMENT

(Freestanding Stock-Settled SAR only)

To:_______________________ ("you" or the "Grantee")

NOTICE OF GRANT:

You have been granted freestanding stock appreciation rights ("SARs") related to the common shares, $0.01 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan (the "Plan") and the SARs Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A, as follows:

Grant Date:	__________________
Total Number of Shares Subject to SARs	__________________ (_______)
Exercise Price per Share ($):	$___.___
Expiration Date:	__________________

In order to fully understand your rights under the Plan (a copy of which is attached) and the SARs Award Agreement, attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of capitalized terms used in this Agreement.

To properly accept these SARs, you must enter your E*Trade password and click the "Accept" button on the previous screen. Acceptances shall be made electronically within ten (10) days of your receipt of this Notice and SAR Award Agreement. By accepting these SARs, you are also agreeing to be bound by Exhibit A, including the restrictive covenants in Section 10 of Exhibit A.

GARMIN LTD.
By:
	Name: Min H. Kao Title: Chairman and CEO

EXHIBIT A

AGREEMENT:

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:

Section 1. Incorporation of Plan

All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.

Section 2. Grant of Stock Appreciation Rights

As of the Grant Date identified above, the Company grants to the Grantee, subject to the terms and conditions set forth herein and in the Plan, the right and privilege to receive compensation equal to the appreciation on each of the Shares identified above opposite the heading "Total Number of Shares Subject to SARs", from the Grant Date to the date the SAR with respect to such Shares is exercised.

Section 3. Exercisability of SAR

(a) During the Grantee's lifetime, this SAR may be exercised only by the Grantee. This SAR, except as specifically provided elsewhere under the terms of the Plan, shall become exercisable as follows:

Years Elapsed from Grant Date	Percentage of SAR Exercisable
1 Year	20%
2 Years	40%
3 Years	60%
4 Years	80%
5 Or More Years	100%

For purposes of this Section 3, a Year shall mean a period of 365 days (or 366 days in the event of a leap year).

(b) In the event of the Grantee's death or Disability while the Grantee is employed on a "Full-Time Basis" (as defined below) by the Company, the SAR shall become fully exercisable. For purposes of this Agreement, "Full-Time Basis" means the Grantee is regularly scheduled to work 30 or more hours per week. For purposes of this Agreement, except where the Board otherwise determines, a Grantee who, immediately before taking a Company-approved leave of absence, was employed on a Full-Time Basis will be considered employed on a Full-Time Basis during the period of such Company-approved leave. If the Grantee dies or becomes Disabled following the Grantee's Termination of Affiliation, or following the Grantee ceasing to be employed on a Full-Time Basis, the exercisability of the SAR shall not accelerate due to such death or Disability and shall be exercisable only to the extent it was exercisable on the date of the Grantee's Termination of Affiliation or the date the Grantee ceased to be employed on a Full-Time Basis.

2

Section 4. Method of Exercise

Provided this SAR has not expired, been terminated or cancelled in accordance with the terms of the Plan, that percentage of the SAR which is exercisable in accordance with Section 3 above may be exercised, in whole or in part and from time to time, by delivery to the Company or its designee a written notice or such other electronic or telephonic notice as may be acceptable to the Company or its designee which shall:

(a) set forth the number of Shares with respect to which the SAR is to be exercised (such number must be in a minimum amount of 50 Shares); and

(b) if the person exercising this SAR is not the Grantee, be accompanied by satisfactory evidence of such person's right to exercise this SAR.

Section 5. Payment of SAR

Upon the SAR Exercise Date, the Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying (i) the positive difference between the Fair Market Value of a Share on the SAR Exercise Date over the Exercise Price per Share (as set forth at the beginning of this Award Agreement) by (ii) the number of Shares with respect to which the SAR is exercised. The payment upon a SAR exercise shall be solely in whole Shares equal in value to the amount of payment calculated immediately above. Fractional Shares shall be rounded down to the nearest whole Share with no cash consideration being paid upon exercise.

Section 6. Expiration of SAR

Unless terminated earlier in accordance with the terms of this Award Agreement or the Plan, the SAR granted herein shall expire at 5:00 P.M., U.S. Central Time, on the tenth (10^th) Anniversary of the Grant Date (the "Expiration Date"). If the Expiration Date is a Saturday, Sunday or any other day which is a holiday of the United States Federal Government (a "Non-Business Day"), then the SAR granted herein shall expire, unless earlier terminated in accordance with the terms of this Award Agreement or the Plan, at 5:00 P.M., U.S. Central Time, on the first day that is not a Non-Business Day (a "Business Day") following such Expiration Date.

Section 7. Effect of Termination of Affiliation or Cessation as Full-Time Employee

If the Grantee has a Termination of Affiliation or ceases to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause, voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of this SAR is as provided below. Notwithstanding anything below to the contrary, in no event may the SAR be exercised after the Expiration Date.

(a) If the Grantee has a Termination of Affiliation within the SAR Term for Cause, the SAR shall thereafter be void for all purposes upon such Termination of Affiliation. The effect of this Section 7(a) shall be limited to determining the conditions under which a SAR may be rendered null and void, and nothing in this Section 7(a) shall restrict or otherwise interfere with the Company's discretion with respect to the termination of any employee's employment with the Company.

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(b) If the Grantee has a Termination of Affiliation or ceases to be employed on a Full-Time Basis within the SAR Term due to the Grantee's voluntary resignation, change in employment status from full-time to part-time, or termination by the Company other than for Cause, the SAR may be exercised by the Grantee at any time prior to 5:00 P.M., U.S. Central Time, on the ninetieth (90th) calendar day following the Grantee's Termination of Affiliation or the date Grantee ceased to be employed on a Full-Time Basis, as the case may be, (but in no event later than the Expiration Date). If such ninetieth (90th) day shall not be a Business Day, then the SAR shall expire at 5:00 P.M., U.S. Central Time, on the first (1st) Business Day immediately following such ninetieth (90th) day. In any such case, the SAR may be exercised only as to the Shares as to which the SAR had become exercisable on or before the date of the Termination of Affiliation or the date the Grantee ceased to be employed on a Full-Time Basis, as the case may be.

(c) If the Grantee dies or becomes Disabled within the SAR Term (A) while he or she is employed on a Full-Time Basis, or (B) within the ninety-day period referred to in clause (b) above, the SAR may be exercised by the Grantee or the Grantee's Beneficiaries entitled to do so at any time prior to 5:00 P.M., U.S. Central Time, on the 365^th calendar day following the date of the Grantee's death or Disability (but in no event later than the Expiration Date). If such 365^th day is not a Business Day, then the SAR shall expire at 5:00 P.M., U.S. Central Time, on the first (1st) Business Day immediately following such 365^th day. In any such case, the SAR may be exercised only as to the Shares as to which the SAR had become exercisable on or before the date of the Grantee's death or Disability, or at such time as the Grantee ceased to be employed on a Full-Time Basis, whichever is earlier.

(d) If the Grantee has a Termination of Affiliation during a Change in Control Period (which is the one year period following a Change of Control) and such Termination of Affiliation is initiated by the Company or a Subsidiary other than for Cause or initiated by the Grantee for Good Reason, then all SARs shall immediately become exercisable and may be exercised, in whole or in part, by the Grantee at any time prior to 5:00 P.M., U.S. Central Time, on the ninetieth (90th) calendar day following the Grantee's Termination of Affiliation (but in no event later than the Expiration Date).

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Section 8. Investment Intent

The Grantee agrees that the Shares acquired on exercise of this SAR shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the "1933 Act") or other applicable securities laws. If the Board so determines, any share certificates issued upon exercise of this SAR shall bear a legend to the effect that the Shares have been so acquired. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this SAR or any Shares acquired upon the exercise thereof. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this SAR, or the Shares subject to this SAR, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the common shares of the Company are then listed.

Section 9. Nontransferability of SAR

Except as provided above in Section 7(c) (in the event of the Grantee's death) in which case the SAR may be transferred by will, or by the laws of descent and distribution, no portion of the SAR granted hereunder may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, without limitation, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the SAR granted to the Grantee shall be available during his or her lifetime only to the Grantee.

Section 10. Restrictive Covenants

As a condition of this SAR and in addition to any restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound as follows:

(a) Nondisclosure of SAR Terms. The Grantee agrees not to disclose or cause to be disclosed at any time, nor authorize anyone to disclose any information concerning this Award Agreement or the Grantee's SAR except (i) as required by law, or (ii) to a permitted transferee listed in Section 9 who agrees to be bound by this Paragraph 10(a), or (iii) to the Grantee's legal and financial advisors who agree to be bound by this Paragraph 10(a).

(b) Noncompetition. During the Grantee's employment and until one year after the Grantee ceases being employed by or acting as a consultant or independent contractor to the Company or any Subsidiary, the Grantee will not perform services as an employee, director, officer, consultant, independent contractor or advisor, or invest in, whether in the form of equity or debt, or otherwise have an ownership interest in any company, entity or person that directly competes anywhere in the United States, the United Kingdom, Taiwan, or in any other location outside the United States, the United Kingdom or Taiwan where the Company or a Subsidiary conducts or (to the Grantee's knowledge) plans to conduct business. Nothing in this Section 10(b) shall, however, restrict the Grantee from making an investment in and owning up to one-percent (1%) of the common stock of any company whose stock is listed on a national securities exchange or actively traded in an over-the-counter market; provided that such investment does not give the Grantee the right or ability to control or influence the policy decisions of any direct competitor of the Company or a Subsidiary.

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(c) Noninterference. During the Grantee's employment and until one year after the Grantee ceases being employed by or acting as a consultant or independent contractor to the Company or any Subsidiary, the Grantee will not, either directly or indirectly through another business or person, solicit, entice away, or otherwise interfere with any employee, customer, prospective customer, vendor, prospective vendor, supplier or other similar business relation or (to the Grantee's knowledge) prospective business relation of the Company or any Subsidiary.

(d) Nonsolicitation. During the Grantee's employment and until one year after the Grantee ceases being employed by or acting as a consultant or independent contractor to the Company or any Subsidiary, the Grantee will not, either directly or indirectly through another business or person, hire, recruit, employ, or attempt to hire, recruit or employ, or facilitate any such acts by others, any person then currently employed by the Company or any Subsidiary.

(e) Confidentiality. The Grantee acknowledges that it is the policy of the Company and its subsidiaries to maintain as secret and confidential all valuable and unique information and techniques acquired, developed or used by the Company and its subsidiaries relating to their businesses, operations, employees and customers ("Confidential Information"). The Grantee recognizes that the Confidential Information is the sole and exclusive property of the Company and its subsidiaries, and that disclosure of Confidential Information would cause damage to the Company and its subsidiaries. The Grantee shall not at any time disclose or authorize anyone else to disclose any Confidential Information or proprietary information that (A) is disclosed to or known by the Grantee as a result or as a consequence of or through the Grantee's performance of services for the Company or any Subsidiary, (B) is not publicly or generally known outside the Company and (C) relates in any manner to the Company's business. This obligation will continue even though the Grantee's employment with the Company or a Subsidiary may have terminated. This paragraph 10(e) shall apply in addition to, and not in derogation of any other confidentiality agreements that may exist, now or in the future, between the Grantee and the Company or any Subsidiary.

(f) No Detrimental Communications. The Grantee agrees not to disclose or cause to be disclosed at any time any untrue, negative, adverse or derogatory comments or information about the Company or any Subsidiary, about any product or service provided by the Company or any Subsidiary, or about prospects for the future of the Company or any Subsidiary.

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(g) Remedy. The Grantee acknowledges the consideration provided herein (absent the Grantee's agreement to this Section 10) is more than Garmin is obligated to pay, and the Grantee further acknowledges that irreparable harm would result from any breach of this Section and monetary damages would not provide adequate relief or remedy. Accordingly, the Grantee specifically agrees that, if the Grantee breaches any of the Grantee's obligations under this Section 9, the Company and any Subsidiary shall be entitled to injunctive relief therefor, and in particular, without limiting the generality of the foregoing, neither the Company nor any Subsidiary shall be precluded from pursuing any and all remedies they may have at law or in equity for breach of such obligations. In addition, this SAR shall terminate immediately the first date on which the Grantee engages in such activity and the Board shall be entitled on or after the first date on which the Grantee engages in such activity to require the Grantee to return any Shares obtained by the Grantee's exercise of this SAR to the Company and to require the Grantee to repay any proceeds received at any time from the sale of Shares obtained by the Grantee's exercise of this SAR (plus interest on such amount from the date received at a rate equal to the prime lending rate as announced from time to time in The Wall Street Journal) and to recover all reasonable attorneys' fees and expenses incurred in terminating this SAR and recovering such Shares and proceeds.

Section 11. Status of the Grantee

The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this SAR, except to the extent that such Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any certificates for Shares otherwise required to be transferred upon exercise of this SAR until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed.

Section 12. No Effect on Capital Structure

This SAR shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.

Section 13. Adjustments

Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this SAR and the exercise price of this SAR shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.

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Section 14. Amendments

This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.

Section 15. Board Authority

Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 13 or 14 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.

Section 16. Withholding

The Company shall withhold from any payment to the Grantee upon the Grantee's exercise of this SAR all applicable Federal, state or local income tax or payroll tax withholding amounts required by law to be withheld.

Section 17. Freestanding SAR

This SAR is freestanding and has been granted independently of any stock option issued by the Company.

Section 18. Notice

Whenever any notice is required or permitted hereunder, such notice must be given in writing by (a) personal delivery, or (b) expedited, recognized delivery service with proof of delivery, or (c) United States Mail, postage prepaid, certified mail, return receipt requested, or (d) telecopy or email (provided that the telecopy or email is confirmed). Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it was personally delivered, sent to the intended addressee, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, 1200 East 151st Street, Olathe, KS 66062. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 18.

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Section 19. Severability

If any part of this Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of this Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 10 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.

Section 20. Binding Effect

This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.

Section 21. Governing Law

This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary.

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EX-31.1

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 quarterly 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: May 8, 2007	By  /s/ Min H. Kao
	Min H. Kao Chairman and Chief Executive Officer

EX-31.2

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 quarterly 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: May 8, 2007	By  /s/ Kevin Rauckman
	Kevin Rauckman Chief Financial Officer

EX-32.2

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 March 31, 2007 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: May 8, 2007	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.