8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Act of 1934

Date of Report (Date of earliest event reported): October 31, 2007

GARMIN LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands	0-31983	98-0229227
(State or other	(Commission	(I.R.S. Employer
jurisdiction	File Number)	Identification No.)
of incorporation)

5^th Floor, Harbour Place

P.O. Box 30464 SMB

103 South Church Street

George Town, Grand Cayman, KY1-1202 Cayman Islands

(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On October 31, 2007, Garmin Ltd. issued a press release announcing its financial results for the fiscal third quarter ended September 29, 2007. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, 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, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of Garmin Ltd. under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 31, 2007, Garmin Ltd. issued a press release announcing that Clifton A. Pemble was appointed as its President and Chief Operating Officer. Dr. Min H. Kao remains Chairman and Chief Executive Officer. A copy of the press release is attached as Exhibit 99.1.

Mr. Pemble, age 42, has served as a director of Garmin Ltd. since August 2004. He has served as a director and officer of various subsidiaries of Garmin Ltd. since August 2003. He has been Vice President, Engineering of Garmin International, Inc. since 2005. Previously, he was Director of Engineering of Garmin International, Inc. from 2003 to 2005, Software Engineering Manager of Garmin International, Inc. from 1995 to 2002 and a Software Engineer with Garmin International, Inc. from 1989 to 1995. Garmin International, Inc. is a subsidiary of Garmin Ltd.

Item 8.01. Other Events

On October 31, 2007, Garmin Ltd. issued a press release announcing that it intends to make an offer to acquire all the outstanding shares of Tele Atlas N.V. A copy of the press release is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are furnished herewith.

1

Exhibit No.	Description
99.1	Press Release dated October 31, 2007 (furnished pursuant to Item 2.02 and Item 5.02).
99.2	Press Release dated October 31, 2007 (furnished pursuant to Item 8.01).

2

SIGNATURE

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

	GARMIN LTD.
Date: October 31, 2007		/s/ Andrew R. Etkind
		Andrew R. Etkind General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 31, 2007
99.2	Press Release dated October 31, 2007

4

EX-99.1

EXHIBIT 99.1

INVESTOR CONTACT: Polly Schwerdt Phone | 913/397-8200 E-Mail | investor.relations@garmin.com MEDIA CONTACT: Ted Gartner Phone | 913/397-8200 E-Mail | media.relations@garmin.com

Garmin Reports Record Third Quarter, Raises Guidance; Announces Management Appointment; Announces Intention to Make Offer to Purchase all the Outstanding Shares of Tele Atlas N.V.

Cayman Islands/October 31, 2007/PR Newswire

Garmin Ltd. (Nasdaq: GRMN - news) today announced a record quarter ended September 29, 2007.

Third Quarter 2007 Financial highlights:

·   Total revenue of $729 million, up 79% from $408 million in third quarter 2006

·   Automotive/Mobile segment revenue increased 118% to $519 million in third quarter 2007

·   Aviation segment revenue increased 27% to $74 million in third quarter 2007

·   Outdoor/Fitness segment revenue increased 24% to $88 million in third quarter 2007

·   Marine segment revenue increased 17% to $48 million in third quarter 2007

·   All geographic areas experienced significant growth:

·   North America revenue was $454 million compared to $265 million, up 71%

·   Europe revenue was $227 million compared to $120 million, up 89%

·   Asia revenue was $48 million compared to $23 million, up 109%

·   Revenue from our automotive/mobile segment continued to become a larger portion of total company revenues when compared with the same quarter in 2006, at 71% of total revenues.

·   Diluted earnings per share increased 57% to $0.88 from $0.56 in third quarter 2006; excluding foreign exchange, EPS increased 78% to $0.89 from $0.50 in the same quarter in 2006.

Year-to-Date 2007 Financial highlights:

·   Total revenue of $1.96 billion, up 69% from $1.16 billion year-to-date 2006

·   Automotive/Mobile segment revenue increased 109% to $1.34 billion in year-to-date 2007

·   Aviation segment revenue increased 30% to $224 million in year-to-date 2007

·   Outdoor/Fitness segment revenue increased 10% to $225 million in year-to-date 2007

·   Marine segment revenue increased 21% to $170 million in year-to-date 2007

·   All geographic areas experienced significant growth:

·   North America revenue was $1.23 billion compared to $700 million, up 76%

·   Europe revenue was $631 million compared to $400 million, up 58%

·   Asia revenue was $101 million compared to $63 million, up 60%

·   Diluted earnings per share increased 64% to $2.50 from $1.52 in year-to-date 2006; excluding foreign exchange, EPS increased 68% to $2.48 from $1.48 in the same period in 2006.

Business highlights:

·   Strong sales in our automotive/mobile segment continue to exceed our expectations and drive our increased guidance for the remainder of 2007.

·   Aviation and marine segment results put them on track to meet or exceed earlier full year guidance for these segments. Given improving sales in our outdoor/fitness segment, we continue to anticipate this segment will reach our full year guidance with seasonally strong holiday sales.

·   2.69 million units sold in the third quarter of 2007, up 119% from the same quarter in 2006; year-to-date units sold increased 97% from the same period in 2006.

·   Completed the initial build-out of our third Taiwan manufacturing facility, increasing the number of production lines from 31 to 37, and production capacity at the end of the third quarter to an annual run rate of approximately 16 million units. Expansion of our R&D and other office space in Taiwan continues.

·   Expansion of our North American warehouse in Olathe, Kansas continues, with expected completion in Q1 2008.

·   We continued to work to increase our retail penetration and broaden our distribution as retailers laid the groundwork for the upcoming holiday selling season. Our initial order book for the holiday season is strong, as PNDs are positioned to be a popular item during the holiday season.

·   Due diligence work continues on previously announced acquisitions of distributors in Spain, Italy, and Denmark. These activities are part of our ongoing efforts to improve our market share in Europe.

Executive overview from Dr. Min Kao, Chairman and Chief Executive Officer:

“Garmin experienced a solid third quarter. Our continued strong growth in the automotive/mobile segment demonstrated that our products are well-positioned to take advantage of the growing interest in portable navigation devices. Independent market research indicates we have maintained a strong leadership position in North America with approximately fifty percent PND market share, and our market position in Europe continues to improve as well.

As we head into the holiday season, we believe we are prepared to meet the growing demand for our products. We have increased our manufacturing capacity and grown total inventories over $200 million since the end of the second quarter of 2007. Our order book is strong, and we believe our strategy of extensive market segmentation using both our popular nüvi^TM and c-series product offerings will drive positive results. Useful content and competitive features integrated into reliable, easy-to-use products at attractive price points are what customers want - and what they receive when they choose Garmin.

Our aviation segment continued to grow steadily during the quarter. Positive response to our WAAS and GMX200 product offerings and growth in the sale of our G1000 cockpit continued. In the third quarter we announced additional wins for our G1000 cockpit for future Cessna Caravan, Socata TBM 850 as well as the new PiperJet and a G1000 retrofit for the King Air 200/B200. Also during the 3^rd quarter, Cessna announced that our new G300 cockpit display system was selected for its new Skycatcher light sport aircraft. We continue to believe the aviation segment is positioned to meet our 2007 guidance for this segment.

Our marine segment also showed steady growth, as customer interest in our revolutionary new marine products and cartography continued to drive revenues for the quarter. While typical marine segment revenues decline sequentially in third and fourth quarter each year, results remain seasonally strong. We continue to believe the marine segment is positioned to meet our 2007 guidance.

Third quarter revenue for our outdoor/fitness segment was strong compared to the year ago quarter. Increased sales generated by the new Astro dog tracking product, as well as new eTrex and Rino products with high-sensitivity GPS drove this growth. We see continued growth opportunities for this segment and believe the outdoor/fitness segment is positioned to meet our 2007 guidance for the segment.”

Financial overview from Kevin Rauckman, Chief Financial Officer:

“Our financial results for the third quarter were strong and in line with our expectations. Our retail orders are strong, and we look forward to a solid 2007 holiday season,” said Kevin Rauckman, chief financial officer of Garmin Ltd. “Our revenue and earnings per share during the quarter grew 79% and 57% respectively, exceeding our expectations. Excluding the impact of foreign exchange, EPS for the quarter grew 78%, from $0.50 to $0.89.

Gross margin for the overall business declined modestly in the third quarter, down 180 basis points from the year-ago quarter. The automotive/mobile segment gross margin improved 70 basis points during the quarter due to a seasonal, favorable product mix shift towards higher-margin North American product, and PND pricing declined more slowly than we expected. The aviation segment also improved 180 basis points as a function of favorable product mix. Gross margin for the marine segment declined 50 basis points during the quarter when compared to the year-ago quarter as a function of product mix, and the outdoor/fitness segments declined 320 basis points, reflecting a product mix shift and the transition of the eTrex product line.

Operating margin remained relatively stable, declining just 30 basis points from the year-ago quarter. This stability reflected an anticipated decline in gross margin offset by operating leverage as revenues outpaced increased spending in advertising and research and development expenses during the quarter. While we are pleased with these results, we anticipate more significant margin compression during the fourth quarter of 2007.

We also generated $117 million of free cash flow in the third quarter of 2007, resulting in a cash and marketable securities balance of $1.03 billion at the end of the quarter.”

Fiscal 2007 Outlook

We remain optimistic about the future success of our business and our ability to serve customers and distributors around the world. With this in mind, we are updating our guidance as follows:

·   We anticipate overall revenue to exceed $2.9 billion in 2007, and earnings per share to exceed $3.40.

·   We anticipate segment revenue growth rates for our automotive/mobile, aviation, marine, and outdoor/fitness segments to be 90%, 30%, 20%, and 10%, respectively

·   We anticipate operating margins to be approximately 27% for the full year 2007

·   Our effective tax rate should remain approximately 13%

Announcement of Management Appointment

Given our anticipated ongoing business growth, Cliff Pemble will be assuming the new positions of Chief Operating Officer (COO) and President of Garmin Ltd. In addition, he will assume direct supervision of all North American Garmin subsidiaries, including Garmin AT, Dynastream, and Digital Cyclone. Dr. Kao will continue in his role as Chairman and CEO of Garmin Ltd. but will now be able to devote more time to business development, strategic planning, and the development of our Asia-Pacific business initiatives.

Announcement of Intent to Make an Offer to Acquire all the Outstanding Shares in Tele Atlas N.V.

Early this morning we announced our intention to make an offer to acquire all the outstanding shares in Tele Atlas N.V. Garmin has established itself as a leader in navigation technology by consistently delivering award-winning, reliable, easy to use products with rich content and competitive features at attractive prices. This acquisition is consistent with our vision as a leader in our market and our vertical integration strategy. Advanced mapping data is an essential ingredient for the continued growth of the navigation industry and this acquisition provides a means for Garmin to contribute more broadly to the development and growth of this market. We will discuss this important announcement more fully on our earnings call this morning.

Non-GAAP Measures

Net income (earnings) per share, excluding foreign currency

Management believes that net income per share before the impact of foreign currency translation gain or loss is an important measure. The majority of the company’s consolidated foreign currency translation gain or loss results from translation into New Taiwan dollars at the end of each reporting period of the significant cash and marketable securities, receivables and payables held in U.S. dollars by the company’s Taiwan subsidiary. Such translation is required under GAAP because the functional currency of this subsidiary is New Taiwan dollars. However, there is minimal cash impact from such foreign currency translation and management expects that the Taiwan subsidiary will continue to hold the majority of its cash, cash equivalents and marketable securities in U.S. dollars. Accordingly, earnings per share before the impact of foreign currency translation gain or loss allows an assessment of the company’s operating performance before the non-cash impact of the position of the U.S. dollar versus the New Taiwan dollar, which permits a consistent comparison of results between periods.

The following table contains a reconciliation of GAAP net income per share to net income per share excluding the impact of foreign currency translation gain or loss.

Garmin Ltd. And Subsidiaries

Net income per share, excluding FX

( in thousands, except per share information) 

	13-Weeks Ended					39-weeks Ended
	September 29,		September 30,			September 29,			September 30,
	2007		2006			2007			2006
Net Income (GAAP)	$	193,507	$	122,978		$	547,744		$	333,778
Foreign currency (gain) / loss, net of tax effects	$	3,151		($12,569	)		($3,036	)		($8,776	)
Net income, excluding FX	$	196,658	$	110,409		$	544,708		$	325,002
Net income per share (GAAP):
Basic	$	0.89	$	0.57		$	2.53		$	1.54
Diluted	$	0.88	$	0.56		$	2.50		$	1.52
Net income per share, excluding FX:
Basic	$	0.91	$	0.51		$	2.52		$	1.50
Diluted	$	0.89	$	0.50		$	2.48		$	1.48
Weighted average common shares outstanding:
Basic		216,773		216,317			216,456			216,502
Diluted		220,644		218,866			219,482			218,878

Free cash flow

Management believes that free cash flow is an important financial measure because it represents the amount of cash provided by operations that is available for investing and defines it as operating cash flow less capital expenditures for property and equipment.

The following table contains a reconciliation of GAAP net cash provided by operating activities to free cash flow.

Garmin Ltd. And Subsidiaries

Free Cash Flow

( in thousands)

	13-Weeks Ended						39-Weeks Ended
	September 29,			September 30,			September 29,			September 30,
	2007			2006			2007			2006
Net cash provided by operating activities	$	133,766		$	116,750		$	555,905		$	249,125
Less: purchases of property and equipment		($16,873	)		($18,865	)		($128,893	)		($45,476	)
Free Cash Flow	$	116,893		$	97,885		$	427,012		$	203,649

Earnings Call Information

The information for Garmin Ltd.’s earnings call is as follows:

When:	Wednesday, October 31, 2007 at 11:00 a.m. Eastern
Where:	http://www.garmin.com/aboutGarmin/invRelations/irCalendar.html
How:	Simply log on to the web at the address above or call to listen in at 800-883-9537.
Contact:	investor.relations@garmin.com

A phone recording will be available for five business days following the earnings call and can be accessed by dialing 800-642-1687 or (706) 645-9291 and utilizing the access code 19218207. An archive of the live webcast will be available until November 30, 2007 on the Garmin website at http://www.garmin.com. To access the replay, click on the Investor Relations link and click over to the Events Calendar page.

This release includes projections and other forward-looking statements regarding Garmin Ltd. and its business. Any statements regarding the company’s estimated earnings and revenue for fiscal 2007, the Company’s expected segment revenue growth rate, margins, the number of new products to be introduced in 2007 and the company’s plans and objectives are forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of risk factors affecting Garmin, including, but not limited to, the risk factors that are described in the Annual Report on Form 10-K for the year ended December 30, 2006 filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin’s 2006 Form 10-K can be downloaded from http://www.garmin.com/aboutGarmin/invRelations/finReports.html.

Through its operating subsidiaries, Garmin Ltd. designs, manufactures, and markets navigation, communications and information devices, most of which are enabled by GPS technology. Garmin is a leader in the general aviation and consumer markets and its products serve aviation, marine, outdoor, fitness, automotive, mobile and OEM applications. Garmin Ltd. is incorporated in the Cayman Islands, and its principal subsidiaries are located in the United States, Taiwan and United Kingdom. For more information, visit the investor relations site of Garmin Ltd. at www.garmin.com or contact the Investor Relations department at 913-397-8200. Garmin and Forerunner are registered trademarks, and Edge is a trademark of Garmin Ltd. or its subsidiaries.

Garmin Ltd. And Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share information)

	September 29,			December 30,
	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	703,749		$	337,321
Marketable securities		58,668			73,033
Accounts receivable, net		520,538			403,524
Inventories, net		493,739			271,008
Deferred income taxes		57,700			55,996
Prepaid expenses and other current assets		23,538			28,202
Total current assets		1,857,932			1,169,084
Property and equipment, net		358,578			250,988
Marketable securities		263,735			407,843
Restricted cash		1,580			1,525
Licensing agreements, net		14,398			3,307
Other intangible assets, net		149,277			64,273
Total assets	$	2,645,500		$	1,897,020
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	236,044		$	88,375
Salaries and benefits payable		32,524			16,268
Warranty reserve		55,225			37,639
Other accrued expenses		209,136			100,732
Income taxes payable		35,033			94,668
Total current liabilities		567,962			337,682
Long-term debt, less current portion		603			248
Deferred income taxes		1,219			1,191
Other liabilities		90,505			-
Stockholders' equity:
Common stock		1,086			1,082
Additional paid-in capital		123,025			83,438
Retained earnings		1,863,867			1,478,654
Accumulated other comprehensive loss		(2,767	)		(5,275	)
Total stockholders' equity		1,985,211			1,557,899
Total liabilities and stockholders' equity	$	2,645,500		$	1,897,020

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

(In thousands, except per share information)

	13-Weeks Ended						39-Weeks Ended
	September 29,			September 30,			September 29,			September 30,
	2007			2006			2007			2006
Net sales	$	728,673		$	407,997		$	1,963,298		$	1,162,776
Cost of goods sold		386,822			209,137			1,009,028			584,843
Gross profit		341,851			198,860			954,270			577,933
Selling, general and
administrative expenses		87,060			47,489			248,358			140,167
Research and development
expense		40,634			30,399			111,863			82,105
		127,694			77,888			360,221			222,272
Operating income		214,157			120,972			594,049			355,661
Other income (expense):
Interest income		11,798			9,622			31,997			25,464
Interest expense		(273	)		(2	)		(328	)		(14	)
Foreign currency		(3,626	)		14,874			3,493			10,386
Other		570			70			959			3,507
		8,469			24,564			36,121			39,343
Income before income taxes		222,626			145,536			630,170			395,004
Income tax provision		29,119			22,558			82,426			61,226
Net income	$	193,507		$	122,978		$	547,744		$	333,778
Net income per share:
Basic	$	0.89		$	0.57		$	2.53		$	1.54
Diluted	$	0.88		$	0.56		$	2.50		$	1.52
Weighted average common
shares outstanding:
Basic		216,773			216,317			216,456			216,502
Diluted		220,644			218,866			219,482			218,878

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	39-Weeks Ended
	September 29,			September 30,
	2007			2006
Operating Activities:
Net income	$	547,744		$	333,778
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		22,786			15,447
Amortization		18,803			19,844
Loss (gain) on sale of property and equipment		71			(8	)
Provision for doubtful accounts		3,467			796
Deferred income taxes		(1,157	)		(29,867	)
Foreign currency transaction gains/losses		3,232			(19,724	)
Provision for obsolete and slow moving inventories		21,502			15,260
Stock compensation expense		8,830			8,378
Realized gains on marketable securities		-			(3,852	)
Changes in operating assets and liabilities:
Accounts receivable		(90,497	)		(79,648	)
Inventories		(234,920	)		(148,891	)
Other current assets		4,510			(1,192	)
Accounts payable		117,034			48,720
Other current and non-current liabilities		147,608			69,704
Income taxes		9,486			22,866
Purchase of licenses		(22,594	)		(2,486	)
Net cash provided by operating activities		555,905			249,125
Investing activities:
Purchases of property and equipment		(128,893	)		(45,476	)
Purchase of intangible assets		(2,481	)		(1,513	)
Purchase of marketable securities		(983,716	)		(348,621	)
Redemption of marketable securities		1,141,431			197,008
Change in restricted cash		(56	)		(104	)
Proceeds from asset sale		4			75
Net cash paid for acquisition of businesses and other intangibles		(84,126	)		-
Net cash used in investing activities		(57,837	)		(198,631	)
Financing activities:
Proceeds from issuance of common stock		15,358			10,042
Dividends		(162,531	)		-
Stock repurchase		-			(50,451	)
Payments on long term debt		(218	)		-
Tax benefit related to stock option exercise		15,776			7,453
Net cash used in financing activities		(131,615	)		(32,956	)
Effect of exchange rate changes on cash and cash equivalents		(25	)		(167	)
Net increase in cash and cash equivalents		366,428			17,371
Cash and cash equivalents at beginning of period		337,321			334,352
Cash and cash equivalents at end of period	$	703,749		$	351,723

Garming Ltd. And Subsidiaries

Revenue, Gross Profit, and Operating Income by Segment (Unaudited)

	Reporting Segments
	Outdoor/				Auto/
	Fitness		Marine		Mobile		Aviation		Total
13-Weeks Ended September 29, 2007
Net sales	$	87,747	$	47,659	$	518,939	$	74,328	$	728,673
Gross profit	$	46,553	$	25,170	$	221,148	$	48,980	$	341,851
Operating income	$	30,178	$	15,623	$	141,855	$	26,501	$	214,157
13-Weeks Ended September 30, 2006
Net sales	$	70,651	$	40,588	$	237,981	$	58,777	$	407,997
Gross profit	$	39,803	$	21,645	$	99,708	$	37,704	$	198,860
Operating income	$	28,817	$	13,659	$	59,517	$	18,979	$	120,972
39-Weeks Ended September 29, 2007
Net sales	$	225,437	$	170,433	$	1,343,460	$	223,968	$	1,963,298
Gross profit	$	123,616	$	92,704	$	591,400	$	146,550	$	954,270
Operating income	$	79,986	$	60,033	$	370,448	$	83,582	$	594,049
39-Weeks Ended September 30, 2006
Net sales	$	205,412	$	141,406	$	644,097	$	171,861	$	1,162,776
Gross profit	$	118,615	$	79,484	$	269,855	$	109,979	$	577,933
Operating income	$	85,116	$	53,718	$	155,782	$	61,045	$	355,661

EX-99.2

EXHIBIT 99.2

NORTH AMERICAN MEDIA CONTACT:	EUROPEAN MEDIA CONTACT:
Ted Gartner	Rollo Head
Jessica Myers	James Leviton
Garmin International Inc.	Finsbury Group
Phone |+1 913/440-1240	Phone |+44 20 7251 3801
Phone |+1 913/440-1411
E-Mail | media.relations@Garmin.com

Garmin Ltd. intends to make a cash offer for Tele Atlas N.V.

October 31, 2007- Garmin Ltd. (NASDAQ: GRMN) announced today that it notified the supervisory and managing boards (collectively the “Boards”) of Tele Atlas N.V. (“Tele Atlas” or “the Company”) today of its intention to make a public offer for all the outstanding shares of Tele Atlas N.V. on a fully diluted basis at an indicative offer price of €24.50 in cash per share (the “Offer”), implying an equity value for the Company of €2.3 billion. The intended Offer will be subject to customary conditions, such as receipt of the requisite antitrust approvals and tender of at least 66.67% of the issued share capital. In addition to its cash balance in excess of $1 billion, Garmin has secured financing commitments sufficient for the intended Offer. Garmin plans to launch the offer before December 4, 2007 (the scheduled expiry date of TomTom's offer).

Garmin believes that a combination of Garmin and Tele Atlas provides the best value for all stakeholders for the following reasons:

·   Garmin’s intended offer is a materially higher cash value for Tele Atlas’ shareholders than the offer made by TomTom, 15% higher than the offer by TomTom and a 48% premium to the undisturbed Tele Atlas share price on July 20, 2007

·   A combined company will allow Tele Atlas’ employees and customers to leverage Garmin’s large worldwide user base and industry leading technology to further contribute to the creation of superior mapping coverage, quality and shared content for all of Tele Atlas’ current and future customers

·   Garmin's broad international footprint, global market share and strong balance sheet will promote the growth ambitions and prospects of Tele Atlas and its employees

·   In addition to the benefits associated with the portable navigation market, a combined company will expand Garmin’s ability to serve more customers in wireless, in-dash automotive, internet, and enterprise markets by offering a broad range of solutions including content, applications, and devices.

Commenting on the announcement, Garmin CEO Dr. Min Kao said: “Given the high growth and rapid change the navigation market has undergone to date, we feel that now is the right time for Garmin to move ahead with this proposed combination with Tele Atlas. Together, we believe that we can create the best available mapping solutions for our customers around the world. We also intend to make Tele Atlas' content available to the entire navigation market on a non-discriminatory basis, promoting healthy competition, with significant benefits to the navigation market and all its consumers.”

It is Garmin’s intention that Tele Atlas, following the completion of the strategic combination with Garmin, will continue its business as a separate entity, based and headquartered in the Netherlands. Garmin wishes to retain the existing management team and all of the Tele Atlas employees and would welcome them into its global family of nearly 8,000 employees. It also strongly believes that that the increased scale of operations of the proposed combination will offer exciting and enhanced career opportunities to Tele Atlas’ employees and will create additional jobs in the Netherlands.

Calls were placed earlier today by Garmin executives to Tele Atlas executives.  Prior to this there has been no contact between the two companies or their respective advisers concerning a strategic combination. In accordance with section 9d(2) of the Dutch Securities Market Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995, the "Decree"), Garmin has invited the Boards to meet with Garmin management within 7 days to discuss the intended Offer and to determine whether the intended Offer could receive the support and recommendation of each of the Boards. Garmin prefers that the intended Offer be supported by each of the Boards but such support and recommendation is not a condition to launching and consummating the Offer.

Garmin is a leading, worldwide provider of navigation, communications and information devices with subsidiaries in the United States, Canada, Taiwan, the United Kingdom, Germany, France, Brazil and Singapore with pending acquisitions in Denmark, Italy and Spain. Through its operating subsidiaries the company designs, develops, manufactures and markets a diverse family of hand-held, portable and fixed-mount GPS-enabled products and other navigation, communications and information products. Garmin’s projected FY 2007 revenues are nearly US$3 billion, and the company expects to ship more than 10 million devices in 2007. Garmin sells its products through a worldwide network of approximately 3,000 independent dealers and distributors in approximately 100 countries.

This is an announcement in accordance with section 9b(2)(b) and section 9d(2) of the Decree.

Garmin's key advisers are Credit Suisse Securities (USA) LLC, Wachovia Capital Markets LLC, Allen & Overy, Cleary Gottlieb Steen & Hamilton LLP, Ernst & Young, KPMG and Finsbury.

Garmin executives will discuss this transaction today at 10.00 CST/11.00 EST/15.00 GMT/16.00 CET during its third quarter earnings call. For more information, visit http://www8.Garmin.com/aboutGarmin/invRelations/irCalendar.html.

Important Information

Not for release, publication or distribution in whole or in part in Canada, Australia, Japan or Italy. In connection with the proposed Offer, Garmin expects to produce definitive offer materials, including an Offer Memorandum pursuant to Dutch law. Investors are urged to read any documents regarding the proposed Offer if and when they become available because they will contain important information regarding the proposed Offer. Investors will be able to obtain copies of such documents from Garmin, free of charge, once they are available. This announcement shall not constitute an offer to buy or the solicitation of an offer to sell any securities, nor shall there be any purchase of securities in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful prior to registration or qualification of the proposed Offer under the securities laws of any such jurisdiction. The information on Tele Atlas in this press release has been sourced from public disclosure by Tele Atlas and has not been verified by Garmin.

About Garmin Ltd.

Through its operating subsidiaries, Garmin Ltd. designs, manufactures, markets and sells navigation, communication and information devices and applications - most of which are enabled by GPS technology. Garmin is a leader in the consumer and general aviation GPS markets and its products serve aviation, marine, outdoor recreation, automotive, wireless and OEM applications. Garmin Ltd. is incorporated in the Cayman Islands, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. For more information, visit Garmin’s virtual pressroom at www.Garmin.com/pressroom or contact the Media Relations department at 913-397-8200. Garmin is a registered trademark of Garmin Ltd.

Notice on Forward-Looking Statements

This announcement includes forward-looking statements. These statements are based on the current expectations of Garmin Ltd. and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements containing words such as “intends” or “intended”. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. These factors include those discussed or identified in the filings by Garmin with the U.S. Securities and Exchange Commission in its Annual Report on Form 10-K. Garmin does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

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