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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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Commission file number 001-11411
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Minnesota
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41-1790959
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2100 Highway 55, Medina MN
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55340
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(Address of principal executive offices)
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(Zip Code)
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(763) 542-0500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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DOCUMENTS INCORPORATED BY REFERENCE:
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POLARIS INDUSTRIES INC.
2015 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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ORV / Snowmobiles
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Motorcycles
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|
Global Adjacent Markets
|
2015
|
78%
|
|
15%
|
|
7%
|
2014
|
84%
|
|
9%
|
|
7%
|
2013
|
86%
|
|
7%
|
|
7%
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Name
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Age
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Title
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Scott W. Wine
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48
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Chairman of the Board of Directors and Chief Executive Officer
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Bennett J. Morgan
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52
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President and Chief Operating Officer
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Kenneth J. Pucel
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49
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Executive Vice President—Global Operations, Engineering and Lean
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Michael T. Speetzen
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46
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Executive Vice President—Finance and Chief Financial Officer
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Stacy L. Bogart
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52
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Senior Vice President—General Counsel and Secretary
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Michael D. Dougherty
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48
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President—International
|
Stephen L. Eastman
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51
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President—Parts, Garments and Accessories
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Matthew J. Homan
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44
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President—Off-Road Vehicles
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David C. Longren
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57
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Senior Vice President—Enterprise Cost
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James P. Williams
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53
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Senior Vice President—Chief Human Resources Officer
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•
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diversion of management’s attention;
|
•
|
difficulties in integrating and assimilating the operations and products of an acquired business or in realizing projected efficiencies, cost savings, and synergies;
|
•
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potential loss of key employees or customers of the acquired businesses or adverse effects on existing business relationships with suppliers and customers;
|
•
|
adverse impact on overall profitability if acquired businesses or affiliates do not achieve the financial results projected in our valuation models;
|
•
|
reallocation of amounts of capital from other operating initiatives and/or an increase in our leverage and debt service requirements to pay the acquisition purchase prices, which could in turn restrict our ability to access additional capital when needed or to pursue other important elements of our business strategy;
|
•
|
inaccurate assessment of undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition, and an inability to recover or manage such liabilities and costs;
|
•
|
incorrect estimates made in the accounting for acquisitions, incurrence of non-recurring charges and impairment of significant amounts of goodwill, investments or other related assets that could adversely affect our operating results;
|
•
|
dilution to existing shareholders if our securities are issued as part of transaction consideration or to fund transaction consideration; and
|
•
|
inability to direct the management and policies of a joint venture, alliance, or partnership, where other participants may be able to take action contrary to our instructions or requests and against our policies and objectives.
|
•
|
increased costs of customizing products for foreign countries;
|
•
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difficulties in managing and staffing international operations and increases in infrastructure costs including legal, tax, accounting, and information technology;
|
•
|
the imposition of additional United States and foreign governmental controls or regulations;
|
•
|
new or enhanced trade restrictions and restrictions on the activities of foreign agents, representatives, and distributors; and the imposition of increases in costly and lengthy import and export licensing and other compliance requirements, customs duties and tariffs, license obligations, and other non-tariff barriers to trade;
|
•
|
the imposition of United States and/or international sanctions against a country, company, person, or entity with whom we do business that would restrict or prohibit our continued business with the sanctioned country, company, person, or entity;
|
•
|
international pricing pressures;
|
•
|
laws and business practices favoring local companies;
|
•
|
adverse currency exchange rate fluctuations;
|
•
|
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
difficulties in enforcing or defending intellectual property rights; and
|
•
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multiple, changing, and often inconsistent enforcement of laws, rules, and regulations, including rules relating to environmental, health, taxes, and safety matters.
|
Location
|
|
Facility Type/Use
|
|
Owned or Leased
|
|
Square
Footage |
Medina, Minnesota
|
|
Headquarters
|
|
Owned
|
|
130,000
|
Plymouth, Minnesota
|
|
Headquarters
|
|
Primarily owned
|
|
175,000
|
Roseau, Minnesota
|
|
Wholegoods manufacturing and R&D
|
|
Owned
|
|
733,200
|
Monterrey, Mexico
|
|
Wholegoods manufacturing
|
|
Owned
|
|
440,000
|
Milford, Iowa
|
|
Wholegoods manufacturing
|
|
Primarily owned
|
|
460,400
|
Opole, Poland
|
|
Wholegoods manufacturing
|
|
Leased
|
|
300,000
|
Spirit Lake, Iowa
|
|
Wholegoods manufacturing
|
|
Owned
|
|
273,000
|
Osceola, Wisconsin
|
|
Component parts & engine manufacturing
|
|
Owned
|
|
285,800
|
Shanghai, China
|
|
Wholegoods manufacturing
|
|
Leased
|
|
157,500
|
Spearfish, South Dakota
|
|
Component parts manufacturing
|
|
Owned
|
|
51,000
|
Chanas, France
|
|
Wholegoods manufacturing
|
|
Owned
|
|
196,000
|
Bourran, France
|
|
Wholegoods manufacturing and R&D
|
|
Leased
|
|
100,000
|
Aix-les-Bains, France
|
|
Wholegoods manufacturing and R&D
|
|
Owned
|
|
97,800
|
Wyoming, Minnesota
|
|
Research and development facility
|
|
Owned
|
|
272,000
|
Burgdorf, Switzerland
|
|
Research and development facility
|
|
Leased
|
|
16,500
|
Wilmington, Ohio
|
|
Distribution center
|
|
Leased
|
|
429,000
|
Vermillion, South Dakota
|
|
Distribution center
|
|
Primarily owned
|
|
643,000
|
Surrey, Canada
|
|
Distribution center
|
|
Leased
|
|
160,000
|
Rigby, Idaho
|
|
Distribution center and office facility
|
|
Owned
|
|
54,600
|
Shakopee, Minnesota
|
|
Wholegoods distribution
|
|
Leased
|
|
750,000
|
Altona, Australia
|
|
Wholegoods distribution
|
|
Leased
|
|
215,000
|
Milford, Iowa
|
|
Wholegoods distribution
|
|
Leased
|
|
100,000
|
Haviland, Ohio
|
|
Wholegoods distribution
|
|
Leased
|
|
100,000
|
Cuyahoga Falls, Ohio
|
|
Office facility
|
|
Leased
|
|
102,000
|
Winnipeg, Canada
|
|
Office facility
|
|
Leased
|
|
15,000
|
Rolle, Switzerland
|
|
Office facility
|
|
Leased
|
|
8,000
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Polaris Industries Inc.
|
$
|
100.00
|
|
|
$
|
146.05
|
|
|
$
|
223.89
|
|
|
$
|
393.79
|
|
|
$
|
414.55
|
|
|
$
|
239.40
|
|
S&P Midcap 400 Index
|
100.00
|
|
|
98.27
|
|
|
115.84
|
|
|
154.64
|
|
|
169.75
|
|
|
166.06
|
|
||||||
Recreational Vehicles Industry Group Index—Morningstar Group
|
100.00
|
|
|
109.44
|
|
|
150.52
|
|
|
233.37
|
|
|
230.12
|
|
|
167.94
|
|
Issuer Purchases of Equity Securities
|
|||||||||||
Period
|
Total Number of
Shares Purchased |
|
Average Price Paid
per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Program(1)
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||||
October 1–31, 2015
|
26,000
|
|
|
$
|
112.74
|
|
|
26,000
|
|
|
3,272,000
|
November 1–30, 2015
|
350,000
|
|
|
107.03
|
|
|
350,000
|
|
|
2,922,000
|
|
December 1–31, 2015
|
51,000
|
|
|
105.24
|
|
|
51,000
|
|
|
2,871,000
|
|
Total
|
427,000
|
|
|
$
|
107.16
|
|
|
427,000
|
|
|
2,871,000
|
(1)
|
The Board of Directors has authorized the cumulative repurchase of up to an aggregate of 79.0 million shares of the Company’s common stock (the “Program”). Of that total,
76.1 million
shares have been repurchased cumulatively from 1996 through
December 31, 2015
. This Program does not have an expiration date.
|
|
For the Years Ended December 31,
|
||||||||||||||
(Dollars in millions, except per-share data)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||||||
Sales Data:
|
|
|
|
|
|
||||||||||
Total sales
|
$
|
4,719.3
|
|
$
|
4,479.6
|
|
$
|
3,777.1
|
|
$
|
3,209.8
|
|
$
|
2,656.9
|
|
Percent change from prior year
|
5
|
%
|
19
|
%
|
18
|
%
|
21
|
%
|
33
|
%
|
|||||
Gross Profit Data:
|
|
|
|
|
|
||||||||||
Total gross profit
|
$
|
1,339.0
|
|
$
|
1,319.2
|
|
$
|
1,120.9
|
|
$
|
925.3
|
|
$
|
740.6
|
|
Percent of sales
|
28.4
|
%
|
29.4
|
%
|
29.7
|
%
|
28.8
|
%
|
27.9
|
%
|
|||||
Operating Expense Data:
|
|
|
|
|
|
||||||||||
Total operating expenses
|
$
|
692.2
|
|
$
|
666.2
|
|
$
|
588.9
|
|
$
|
480.8
|
|
$
|
414.7
|
|
Percent of sales
|
14.7
|
%
|
14.9
|
%
|
15.6
|
%
|
15.0
|
%
|
15.6
|
%
|
|||||
Operating Income Data:
|
|
|
|
|
|
||||||||||
Total operating income
|
$
|
716.1
|
|
$
|
714.7
|
|
$
|
577.9
|
|
$
|
478.4
|
|
$
|
349.9
|
|
Percent of sales
|
15.2
|
%
|
16.0
|
%
|
15.3
|
%
|
14.9
|
%
|
13.2
|
%
|
|||||
Net Income Data:
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
$
|
455.4
|
|
$
|
454.0
|
|
$
|
381.1
|
|
$
|
312.3
|
|
$
|
227.6
|
|
Percent of sales
|
9.6
|
%
|
10.1
|
%
|
10.1
|
%
|
9.7
|
%
|
8.6
|
%
|
|||||
Diluted net income per share from continuing operations
|
$
|
6.75
|
|
$
|
6.65
|
|
$
|
5.40
|
|
$
|
4.40
|
|
$
|
3.20
|
|
Net income
|
$
|
455.4
|
|
$
|
454.0
|
|
$
|
377.3
|
|
$
|
312.3
|
|
$
|
227.6
|
|
Diluted net income per share
|
$
|
6.75
|
|
$
|
6.65
|
|
$
|
5.35
|
|
$
|
4.40
|
|
$
|
3.20
|
|
Cash Flow Data:
|
|
|
|
|
|
||||||||||
Cash flow provided by continuing operations
|
$
|
440.2
|
|
$
|
529.3
|
|
$
|
499.2
|
|
$
|
416.1
|
|
$
|
302.5
|
|
Purchase of property and equipment
|
249.5
|
|
205.1
|
|
251.4
|
|
103.1
|
|
84.5
|
|
|||||
Repurchase and retirement of common stock
|
293.6
|
|
81.8
|
|
530.0
|
|
127.5
|
|
132.4
|
|
|||||
Cash dividends to shareholders
|
139.3
|
|
126.9
|
|
113.7
|
|
101.5
|
|
61.6
|
|
|||||
Cash dividends per share
|
$
|
2.12
|
|
$
|
1.92
|
|
$
|
1.68
|
|
$
|
1.48
|
|
$
|
0.90
|
|
Balance Sheet Data (at end of year):
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
155.3
|
|
$
|
137.6
|
|
$
|
92.2
|
|
$
|
417.0
|
|
$
|
325.3
|
|
Current assets
|
1,154.7
|
|
1,096.6
|
|
865.7
|
|
1,017.8
|
|
875.0
|
|
|||||
Total assets
|
2,387.5
|
|
2,074.9
|
|
1,685.5
|
|
1,488.5
|
|
1,228.0
|
|
|||||
Current liabilities
|
826.8
|
|
850.8
|
|
748.1
|
|
631.0
|
|
586.3
|
|
|||||
Long-term debt and capital lease obligations
|
458.2
|
|
223.6
|
|
284.3
|
|
104.3
|
|
104.6
|
|
|||||
Shareholders’ equity
|
981.5
|
|
861.3
|
|
535.6
|
|
690.5
|
|
500.1
|
|
|
Percent change in total Company sales compared to the prior year
|
||||
|
2015
|
|
2014
|
||
Volume
|
3
|
%
|
|
14
|
%
|
Product mix and price
|
6
|
|
|
6
|
|
Currency
|
(4
|
)
|
|
(1
|
)
|
|
5
|
%
|
|
19
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2015
|
|
Percent of
Sales |
|
2014
|
|
Percent of
Sales |
|
Percent
Change 2015 vs. 2014 |
|
2013
|
|
Percent of
Sales |
|
Percent
Change 2014 vs. 2013 |
|||||||||||
ORV/Snowmobiles
|
$
|
3,708.9
|
|
|
78
|
%
|
|
$
|
3,741.2
|
|
|
84
|
%
|
|
(1
|
)%
|
|
$
|
3,255.1
|
|
|
86
|
%
|
|
15
|
%
|
Motorcycles
|
698.3
|
|
|
15
|
%
|
|
418.5
|
|
|
9
|
%
|
|
67
|
%
|
|
263.4
|
|
|
7
|
%
|
|
59
|
%
|
|||
Global Adjacent Markets
|
312.1
|
|
|
7
|
%
|
|
319.9
|
|
|
7
|
%
|
|
(2
|
)%
|
|
258.6
|
|
|
7
|
%
|
|
24
|
%
|
|||
Total Sales
|
$
|
4,719.3
|
|
|
100
|
%
|
|
$
|
4,479.6
|
|
|
100
|
%
|
|
5
|
%
|
|
$
|
3,777.1
|
|
|
100
|
%
|
|
19
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2015
|
|
Percent of Total Sales
|
|
2014
|
|
Percent of Total Sales
|
|
Percent Change 2015 vs. 2014
|
|
2013
|
|
Percent of Total Sales
|
|
Percent Change 2014 vs. 2013
|
|||||||||||
United States
|
$
|
3,689.0
|
|
|
78
|
%
|
|
$
|
3,339.9
|
|
|
75
|
%
|
|
10
|
%
|
|
$
|
2,721.3
|
|
|
72
|
%
|
|
23
|
%
|
Canada
|
378.7
|
|
|
8
|
%
|
|
454.6
|
|
|
10
|
%
|
|
(17
|
)%
|
|
463.3
|
|
|
12
|
%
|
|
(2
|
)%
|
|||
Other foreign countries
|
651.6
|
|
|
14
|
%
|
|
685.1
|
|
|
15
|
%
|
|
(5
|
)%
|
|
592.5
|
|
|
16
|
%
|
|
16
|
%
|
|||
Total sales
|
$
|
4,719.3
|
|
|
100
|
%
|
|
$
|
4,479.6
|
|
|
100
|
%
|
|
5
|
%
|
|
$
|
3,777.1
|
|
|
100
|
%
|
|
19
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2015
|
|
Percent of Total Cost of Sales
|
|
2014
|
|
Percent of Total Cost of Sales
|
|
Change 2015 vs. 2014
|
|
2013
|
|
Percent of
Total Cost of Sales |
|
Change 2014 vs. 2013
|
|||||||||||
Purchased materials and services
|
$
|
2,929.9
|
|
|
87
|
%
|
|
$
|
2,757.6
|
|
|
87
|
%
|
|
6
|
%
|
|
$
|
2,336.1
|
|
|
88
|
%
|
|
18
|
%
|
Labor and benefits
|
258.7
|
|
|
8
|
%
|
|
244.1
|
|
|
8
|
%
|
|
6
|
%
|
|
198.7
|
|
|
8
|
%
|
|
23
|
%
|
|||
Depreciation and amortization
|
117.9
|
|
|
3
|
%
|
|
96.9
|
|
|
3
|
%
|
|
22
|
%
|
|
64.5
|
|
|
2
|
%
|
|
50
|
%
|
|||
Warranty costs
|
73.7
|
|
|
2
|
%
|
|
61.9
|
|
|
2
|
%
|
|
19
|
%
|
|
56.9
|
|
|
2
|
%
|
|
9
|
%
|
|||
Total cost of sales
|
$
|
3,380.2
|
|
|
100
|
%
|
|
$
|
3,160.5
|
|
|
100
|
%
|
|
7
|
%
|
|
$
|
2,656.2
|
|
|
100
|
%
|
|
19
|
%
|
Percentage of sales
|
71.6
|
%
|
|
|
|
70.6
|
%
|
|
|
|
-108 basis
|
|
|
70.3
|
%
|
|
|
|
+23 basis
|
|
||||||
|
|
|
|
|
|
|
|
|
points
|
|
|
|
|
|
|
points
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2015
|
|
Percent of Sales
|
|
2014
|
|
Percent of Sales
|
|
Change
2015 vs.
2014
|
|
2013
|
|
Percent of Sales
|
|
Change
2014 vs.
2013
|
|||||||||||
ORV/Snowmobiles
|
$
|
1,190.6
|
|
|
32.1
|
%
|
|
$
|
1,206.6
|
|
|
32.3
|
%
|
|
(1
|
)%
|
|
$
|
1,049.8
|
|
|
32.3
|
%
|
|
15
|
%
|
Motorcycles
|
97.3
|
|
|
13.9
|
%
|
|
54.4
|
|
|
13.0
|
%
|
|
79
|
%
|
|
48.2
|
|
|
18.3
|
%
|
|
13
|
%
|
|||
Global Adjacent Markets
|
84.2
|
|
|
27.0
|
%
|
|
88.8
|
|
|
27.8
|
%
|
|
(5
|
)%
|
|
63.9
|
|
|
24.7
|
%
|
|
39
|
%
|
|||
Corporate
|
(33.1
|
)
|
|
|
|
(30.6
|
)
|
|
|
|
8
|
%
|
|
(41.0
|
)
|
|
|
|
(25
|
)%
|
||||||
Total gross profit dollars
|
$
|
1,339.0
|
|
|
|
|
$
|
1,319.2
|
|
|
|
|
2
|
%
|
|
$
|
1,120.9
|
|
|
|
|
18
|
%
|
|||
Percentage of sales
|
28.4
|
%
|
|
|
|
29.4
|
%
|
|
|
|
-108 basis points
|
|
|
29.7
|
%
|
|
|
|
-23 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
2015 vs. 2014 |
|
2013
|
|
Change
2014 vs. 2013 |
||||||||
Income from Polaris Acceptance joint venture
|
$
|
30.7
|
|
|
$
|
30.5
|
|
|
1
|
%
|
|
$
|
20.2
|
|
|
51
|
%
|
Income from retail credit agreements
|
33.9
|
|
|
27.6
|
|
|
23
|
%
|
|
22.5
|
|
|
23
|
%
|
|||
Income from other financial services activities
|
4.7
|
|
|
3.6
|
|
|
31
|
%
|
|
3.2
|
|
|
13
|
%
|
|||
Total income from financial services
|
$
|
69.3
|
|
|
$
|
61.7
|
|
|
12
|
%
|
|
$
|
45.9
|
|
|
34
|
%
|
Percentage of sales
|
1.5
|
%
|
|
1.4
|
%
|
|
+9 basis points
|
|
|
1.2
|
%
|
|
+16 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions except per share data)
|
2015
|
|
2014
|
|
Change
2015 vs. 2014 |
|
2013
|
|
Change
2014 vs. 2013 |
||||||||
Interest expense
|
$
|
11.5
|
|
|
$
|
11.2
|
|
|
2
|
%
|
|
$
|
6.2
|
|
|
81
|
%
|
Equity in loss of other affiliates
|
$
|
6.8
|
|
|
$
|
4.1
|
|
|
65
|
%
|
|
$
|
2.4
|
|
|
71
|
%
|
Other expense (income), net
|
$
|
12.1
|
|
|
$
|
0.0
|
|
|
NM
|
|
|
$
|
(5.1
|
)
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
$
|
685.7
|
|
|
$
|
699.3
|
|
|
(2
|
)%
|
|
$
|
574.4
|
|
|
22
|
%
|
Provision for income taxes
|
$
|
230.4
|
|
|
$
|
245.3
|
|
|
(6
|
)%
|
|
$
|
193.4
|
|
|
27
|
%
|
Percentage of income before income taxes
|
33.6%
|
|
35.1%
|
|
-148 basis points
|
|
|
33.7%
|
|
+141 basis points
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
455.4
|
|
|
$
|
454.0
|
|
|
0
|
%
|
|
$
|
381.1
|
|
|
19
|
%
|
Net income
|
$
|
455.4
|
|
|
$
|
454.0
|
|
|
0
|
%
|
|
$
|
377.3
|
|
|
20
|
%
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
6.75
|
|
|
$
|
6.65
|
|
|
2
|
%
|
|
$
|
5.40
|
|
|
23
|
%
|
Diluted net income
|
$
|
6.75
|
|
|
$
|
6.65
|
|
|
2
|
%
|
|
$
|
5.35
|
|
|
24
|
%
|
Weighted average diluted shares outstanding
|
67.5
|
|
|
68.2
|
|
|
(1
|
)%
|
|
70.5
|
|
|
(3
|
)%
|
|||
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
Change
|
|||||||
Total cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
440.2
|
|
|
$
|
529.3
|
|
|
$
|
(89.1
|
)
|
Investing activities
|
(289.1
|
)
|
|
(246.8
|
)
|
|
(42.3
|
)
|
|||
Financing activities
|
(120.1
|
)
|
|
(222.6
|
)
|
|
102.5
|
|
|||
Impact of currency exchange rates on cash balances
|
(13.3
|
)
|
|
(14.5
|
)
|
|
1.2
|
|
|||
Increase in cash and cash equivalents
|
$
|
17.7
|
|
|
$
|
45.4
|
|
|
$
|
(27.7
|
)
|
(In millions):
|
Total
|
|
<1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
>5 Years
|
||||||||||
Senior notes
|
$
|
200.0
|
|
|
—
|
|
|
$
|
25.0
|
|
|
$
|
100.0
|
|
|
$
|
75.0
|
|
|
Borrowings under our credit facility
|
225.7
|
|
|
—
|
|
|
—
|
|
|
225.7
|
|
|
—
|
|
|||||
Notes Payable
|
15.5
|
|
|
$
|
1.9
|
|
|
2.4
|
|
|
2.7
|
|
|
8.5
|
|
||||
Interest expense
|
44.4
|
|
|
7.6
|
|
|
15.1
|
|
|
13.6
|
|
|
8.1
|
|
|||||
Capital leases
|
26.9
|
|
|
3.0
|
|
|
4.6
|
|
|
3.7
|
|
|
15.6
|
|
|||||
Operating leases
|
60.7
|
|
|
14.9
|
|
|
17.2
|
|
|
11.1
|
|
|
17.5
|
|
|||||
Total
|
$
|
573.2
|
|
|
$
|
27.4
|
|
|
$
|
64.3
|
|
|
$
|
356.8
|
|
|
$
|
124.7
|
|
Foreign Currency
|
|
|
|
Foreign currency hedging contracts
|
|
Currency impact compared to the prior year period
|
||||||
|
Currency Position
|
|
Notional amounts (in thousands of U.S. dollars)
|
|
Average exchange rate of open contracts
|
|
2015
|
|
2016
|
|||
Australian Dollar (AUD)
|
|
Long
|
|
$
|
20,336
|
|
|
$0.71 to 1 AUD
|
|
Negative
|
|
Negative
|
Canadian Dollar (CAD)
|
|
Long
|
|
81,747
|
|
|
$0.77 to 1 CAD
|
|
Negative
|
|
Negative
|
|
Euro
|
|
Long
|
|
—
|
|
|
—
|
|
Negative
|
|
Negative
|
|
Japanese Yen
|
|
Short
|
|
10,066
|
|
|
120.44 Yen to $1
|
|
Positive
|
|
Positive
|
|
Mexican Peso
|
|
Short
|
|
32,857
|
|
|
16.20 Peso to $1
|
|
Positive
|
|
Positive
|
|
Norwegian Kroner
|
|
Long
|
|
—
|
|
|
—
|
|
Negative
|
|
Negative
|
|
Swedish Krona
|
|
Long
|
|
—
|
|
|
—
|
|
Negative
|
|
Negative
|
|
Swiss Franc
|
|
Short
|
|
—
|
|
|
—
|
|
Positive
|
|
Positive
|
|
Page
|
|
/
S
/ S
COTT
W. W
INE
|
|
Scott W. Wine
|
Chairman and Chief Executive Officer
|
|
/
S
/ M
ICHAEL
T. S
PEETZEN
|
|
Michael T. Speetzen
|
Executive Vice President—Finance and
|
Chief Financial Officer
|
POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
|
|||||||
Assets
|
December 31, 2015
|
|
December 31, 2014
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
155,349
|
|
|
$
|
137,600
|
|
Trade receivables, net
|
150,778
|
|
|
204,876
|
|
||
Inventories, net
|
710,001
|
|
|
565,685
|
|
||
Prepaid expenses and other
|
92,422
|
|
|
71,526
|
|
||
Income taxes receivable
|
46,175
|
|
|
2,691
|
|
||
Deferred tax assets
|
—
|
|
|
114,177
|
|
||
Total current assets
|
1,154,725
|
|
|
1,096,555
|
|
||
Property and equipment:
|
|
|
|
||||
Land, buildings and improvements
|
301,874
|
|
|
272,802
|
|
||
Equipment and tooling
|
995,449
|
|
|
826,997
|
|
||
|
1,297,323
|
|
|
1,099,799
|
|
||
Less: accumulated depreciation
|
(646,645
|
)
|
|
(544,371
|
)
|
||
Property and equipment, net
|
650,678
|
|
|
555,428
|
|
||
Investment in finance affiliate
|
99,073
|
|
|
89,107
|
|
||
Deferred tax assets
|
166,538
|
|
|
41,201
|
|
||
Goodwill and other intangible assets, net
|
236,117
|
|
|
223,966
|
|
||
Other long-term assets
|
80,331
|
|
|
68,678
|
|
||
Total assets
|
$
|
2,387,462
|
|
|
$
|
2,074,935
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt, capital lease obligations, and notes payable
|
$
|
5,059
|
|
|
$
|
2,528
|
|
Accounts payable
|
299,660
|
|
|
343,470
|
|
||
Accrued expenses:
|
|
|
|
||||
Compensation
|
106,486
|
|
|
102,379
|
|
||
Warranties
|
56,474
|
|
|
53,104
|
|
||
Sales promotions and incentives
|
141,057
|
|
|
138,630
|
|
||
Dealer holdback
|
123,276
|
|
|
120,093
|
|
||
Other
|
88,030
|
|
|
79,262
|
|
||
Income taxes payable
|
6,741
|
|
|
11,344
|
|
||
Total current liabilities
|
826,783
|
|
|
850,810
|
|
||
Long-term income taxes payable
|
23,416
|
|
|
10,568
|
|
||
Capital lease obligations
|
19,660
|
|
|
23,620
|
|
||
Long-term debt
|
438,560
|
|
|
200,000
|
|
||
Deferred tax liabilities
|
13,733
|
|
|
18,191
|
|
||
Other long-term liabilities
|
74,188
|
|
|
96,951
|
|
||
Total liabilities
|
$
|
1,396,340
|
|
|
$
|
1,200,140
|
|
Deferred compensation
|
9,645
|
|
|
13,528
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock $0.01 par value, 20,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock $0.01 par value, 160,000 shares authorized, 65,309 and 66,307 shares issued and outstanding, respectively
|
$
|
653
|
|
|
$
|
663
|
|
Additional paid-in capital
|
596,143
|
|
|
486,005
|
|
||
Retained earnings
|
447,173
|
|
|
401,840
|
|
||
Accumulated other comprehensive loss, net
|
(62,492
|
)
|
|
(27,241
|
)
|
||
Total shareholders’ equity
|
981,477
|
|
|
861,267
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,387,462
|
|
|
$
|
2,074,935
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Sales
|
$
|
4,719,290
|
|
|
$
|
4,479,648
|
|
|
$
|
3,777,068
|
|
Cost of sales
|
3,380,248
|
|
|
3,160,470
|
|
|
2,656,189
|
|
|||
Gross profit
|
1,339,042
|
|
|
1,319,178
|
|
|
1,120,879
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and marketing
|
316,669
|
|
|
314,449
|
|
|
270,266
|
|
|||
Research and development
|
166,460
|
|
|
148,458
|
|
|
139,193
|
|
|||
General and administrative
|
209,077
|
|
|
203,248
|
|
|
179,407
|
|
|||
Total operating expenses
|
692,206
|
|
|
666,155
|
|
|
588,866
|
|
|||
Income from financial services
|
69,303
|
|
|
61,667
|
|
|
45,901
|
|
|||
Operating income
|
716,139
|
|
|
714,690
|
|
|
577,914
|
|
|||
Non-operating expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
11,456
|
|
|
11,239
|
|
|
6,210
|
|
|||
Equity in loss of other affiliates
|
6,802
|
|
|
4,124
|
|
|
2,414
|
|
|||
Other expense (income), net
|
12,144
|
|
|
10
|
|
|
(5,139
|
)
|
|||
Income before income taxes
|
685,737
|
|
|
699,317
|
|
|
574,429
|
|
|||
Provision for income taxes
|
230,376
|
|
|
245,288
|
|
|
193,360
|
|
|||
Net income from continuing operations
|
455,361
|
|
|
454,029
|
|
|
381,069
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(3,777
|
)
|
|||
Net income
|
$
|
455,361
|
|
|
$
|
454,029
|
|
|
$
|
377,292
|
|
Basic net income per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.90
|
|
|
$
|
6.86
|
|
|
$
|
5.56
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Basic net income per share
|
$
|
6.90
|
|
|
$
|
6.86
|
|
|
$
|
5.51
|
|
Diluted net income per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.75
|
|
|
$
|
6.65
|
|
|
$
|
5.40
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Diluted net income per share
|
$
|
6.75
|
|
|
$
|
6.65
|
|
|
$
|
5.35
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
66,020
|
|
|
66,175
|
|
|
68,535
|
|
|||
Diluted
|
67,484
|
|
|
68,229
|
|
|
70,546
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
455,361
|
|
|
$
|
454,029
|
|
|
$
|
377,292
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of $643, $65 and $1,841
|
(38,571
|
)
|
|
(44,371
|
)
|
|
4,913
|
|
|||
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of ($1,975), $970 and ($950)
|
3,320
|
|
|
(1,631
|
)
|
|
1,610
|
|
|||
Comprehensive income
|
$
|
420,110
|
|
|
$
|
408,027
|
|
|
$
|
383,815
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share data)
|
||||||||||||||||||||||
|
Number
of Shares |
|
Common
Stock |
|
Additional
Paid- In Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Income (loss) |
|
Total
|
|||||||||||
Balance, December 31, 2012
|
68,647
|
|
|
686
|
|
|
268,515
|
|
|
409,091
|
|
|
12,238
|
|
|
690,530
|
|
|||||
Employee stock compensation
|
264
|
|
|
3
|
|
|
57,890
|
|
|
—
|
|
|
—
|
|
|
57,893
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
(4,358
|
)
|
|
(4,063
|
)
|
|
—
|
|
|
(8,421
|
)
|
|||||
Proceeds from stock issuances under employee plans
|
1,049
|
|
|
10
|
|
|
26,912
|
|
|
—
|
|
|
—
|
|
|
26,922
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
28,621
|
|
|
—
|
|
|
—
|
|
|
28,621
|
|
|||||
Cash dividends declared ($1.68 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,722
|
)
|
|
—
|
|
|
(113,722
|
)
|
|||||
Repurchase and retirement of common shares
|
(4,337
|
)
|
|
(43
|
)
|
|
(16,964
|
)
|
|
(513,026
|
)
|
|
—
|
|
|
(530,033
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
377,292
|
|
|
—
|
|
|
377,292
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,523
|
|
|
6,523
|
|
|||||
Balance, December 31, 2013
|
65,623
|
|
|
656
|
|
|
360,616
|
|
|
155,572
|
|
|
18,761
|
|
|
535,605
|
|
|||||
Employee stock compensation
|
254
|
|
|
3
|
|
|
63,180
|
|
|
—
|
|
|
—
|
|
|
63,183
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
(3,020
|
)
|
|
(2,087
|
)
|
|
—
|
|
|
(5,107
|
)
|
|||||
Proceeds from stock issuances under employee plans
|
984
|
|
|
10
|
|
|
31,303
|
|
|
—
|
|
|
—
|
|
|
31,313
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
36,966
|
|
|
—
|
|
|
—
|
|
|
36,966
|
|
|||||
Cash dividends declared ($1.92 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,908
|
)
|
|
—
|
|
|
(126,908
|
)
|
|||||
Repurchase and retirement of common shares
|
(554
|
)
|
|
(6
|
)
|
|
(3,040
|
)
|
|
(78,766
|
)
|
|
—
|
|
|
(81,812
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
454,029
|
|
|
—
|
|
|
454,029
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,002
|
)
|
|
(46,002
|
)
|
|||||
Balance, December 31, 2014
|
66,307
|
|
|
663
|
|
|
486,005
|
|
|
401,840
|
|
|
(27,241
|
)
|
|
861,267
|
|
|||||
Employee stock compensation
|
144
|
|
|
2
|
|
|
61,927
|
|
|
—
|
|
|
—
|
|
|
61,929
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
(2,994
|
)
|
|
6,877
|
|
|
—
|
|
|
3,883
|
|
|||||
Proceeds from stock issuances under employee plans
|
1,037
|
|
|
10
|
|
|
32,525
|
|
|
—
|
|
|
—
|
|
|
32,535
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
34,654
|
|
|
—
|
|
|
—
|
|
|
34,654
|
|
|||||
Cash dividends declared ($2.12 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,285
|
)
|
|
—
|
|
|
(139,285
|
)
|
|||||
Repurchase and retirement of common shares
|
(2,179
|
)
|
|
(22
|
)
|
|
(15,974
|
)
|
|
(277,620
|
)
|
|
—
|
|
|
(293,616
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
455,361
|
|
|
—
|
|
|
455,361
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,251
|
)
|
|
(35,251
|
)
|
|||||
Balance, December 31, 2015
|
65,309
|
|
|
$
|
653
|
|
|
$
|
596,143
|
|
|
$
|
447,173
|
|
|
$
|
(62,492
|
)
|
|
$
|
981,477
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
455,361
|
|
|
$
|
454,029
|
|
|
$
|
377,292
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
3,777
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
152,138
|
|
|
127,507
|
|
|
92,100
|
|
|||
Noncash compensation
|
61,929
|
|
|
63,183
|
|
|
57,893
|
|
|||
Noncash income from financial services
|
(29,405
|
)
|
|
(18,645
|
)
|
|
(4,983
|
)
|
|||
Deferred income taxes
|
(16,343
|
)
|
|
(50,388
|
)
|
|
(5,892
|
)
|
|||
Tax effect of share-based compensation exercises
|
(34,654
|
)
|
|
(36,966
|
)
|
|
(28,621
|
)
|
|||
Other, net
|
6,802
|
|
|
6,124
|
|
|
7,414
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
48,798
|
|
|
(24,174
|
)
|
|
(54,055
|
)
|
|||
Inventories
|
(148,725
|
)
|
|
(158,476
|
)
|
|
(52,049
|
)
|
|||
Accounts payable
|
(46,095
|
)
|
|
105,783
|
|
|
51,519
|
|
|||
Accrued expenses
|
9,182
|
|
|
30,664
|
|
|
53,278
|
|
|||
Income taxes payable/receivable
|
(247
|
)
|
|
45,324
|
|
|
33,398
|
|
|||
Prepaid expenses and others, net
|
(18,510
|
)
|
|
(14,695
|
)
|
|
(31,919
|
)
|
|||
Cash provided by continuing operations
|
440,231
|
|
|
529,270
|
|
|
499,152
|
|
|||
Cash used for discontinued operations
|
—
|
|
|
—
|
|
|
(6,912
|
)
|
|||
Net cash provided by operating activities
|
440,231
|
|
|
529,270
|
|
|
492,240
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(249,485
|
)
|
|
(205,079
|
)
|
|
(251,401
|
)
|
|||
Investment in finance affiliate
|
(23,087
|
)
|
|
(32,582
|
)
|
|
(19,251
|
)
|
|||
Distributions from finance affiliate
|
42,527
|
|
|
31,337
|
|
|
12,005
|
|
|||
Investment in other affiliates
|
(17,848
|
)
|
|
(12,445
|
)
|
|
(10,934
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(41,195
|
)
|
|
(28,013
|
)
|
|
(137,104
|
)
|
|||
Net cash used for investing activities
|
(289,088
|
)
|
|
(246,782
|
)
|
|
(406,685
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Borrowings under debt arrangements / capital lease obligations
|
2,631,067
|
|
|
2,146,457
|
|
|
776,669
|
|
|||
Repayments under debt arrangements / capital lease obligations
|
(2,385,480
|
)
|
|
(2,228,587
|
)
|
|
(597,492
|
)
|
|||
Repurchase and retirement of common shares
|
(293,616
|
)
|
|
(81,812
|
)
|
|
(530,033
|
)
|
|||
Cash dividends to shareholders
|
(139,285
|
)
|
|
(126,908
|
)
|
|
(113,722
|
)
|
|||
Proceeds from stock issuances under employee plans
|
32,535
|
|
|
31,313
|
|
|
26,922
|
|
|||
Tax effect of proceeds from share-based compensation exercises
|
34,654
|
|
|
36,966
|
|
|
28,621
|
|
|||
Net cash used for financing activities
|
(120,125
|
)
|
|
(222,571
|
)
|
|
(409,035
|
)
|
|||
Impact of currency exchange rates on cash balances
|
(13,269
|
)
|
|
(14,565
|
)
|
|
(1,287
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
17,749
|
|
|
45,352
|
|
|
(324,767
|
)
|
|||
Cash and cash equivalents at beginning of period
|
137,600
|
|
|
92,248
|
|
|
417,015
|
|
|||
Cash and cash equivalents at end of period
|
$
|
155,349
|
|
|
$
|
137,600
|
|
|
$
|
92,248
|
|
|
|
|
|
|
|
||||||
Noncash Activity:
|
|
|
|
|
|
||||||
Property and equipment obtained through capital leases and notes payable
|
$
|
14,500
|
|
|
$
|
24,908
|
|
|
—
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid on debt borrowings
|
$
|
11,451
|
|
|
$
|
11,259
|
|
|
$
|
6,076
|
|
Income taxes paid
|
$
|
244,328
|
|
|
$
|
261,550
|
|
|
$
|
162,647
|
|
|
Fair Value Measurements as of December 31, 2015
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Non-qualified deferred compensation assets
|
$
|
48,238
|
|
|
$
|
48,238
|
|
|
—
|
|
|
—
|
|
|
Foreign exchange contracts, net
|
2,767
|
|
|
—
|
|
|
$
|
2,767
|
|
|
—
|
|
||
Interest rate swap contracts
|
186
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|||
Total assets at fair value
|
$
|
51,191
|
|
|
$
|
48,238
|
|
|
$
|
2,953
|
|
|
—
|
|
Commodity contracts, net
|
$
|
(354
|
)
|
|
—
|
|
|
$
|
(354
|
)
|
|
—
|
|
|
Non-qualified deferred compensation liabilities
|
(48,238
|
)
|
|
$
|
(48,238
|
)
|
|
—
|
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(48,592
|
)
|
|
$
|
(48,238
|
)
|
|
$
|
(354
|
)
|
|
—
|
|
|
Fair Value Measurements as of December 31, 2014
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Non-qualified deferred compensation assets
|
$
|
41,797
|
|
|
$
|
41,797
|
|
|
—
|
|
|
—
|
|
|
Total assets at fair value
|
$
|
41,797
|
|
|
$
|
41,797
|
|
|
$
|
—
|
|
|
—
|
|
Commodity contracts, net
|
$
|
(4,609
|
)
|
|
—
|
|
|
$
|
(4,609
|
)
|
|
—
|
|
|
Foreign exchange contracts, net
|
(2,570
|
)
|
|
—
|
|
|
(2,570
|
)
|
|
—
|
|
|||
Non-qualified deferred compensation liabilities
|
(41,797
|
)
|
|
$
|
(41,797
|
)
|
|
—
|
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(48,976
|
)
|
|
$
|
(41,797
|
)
|
|
$
|
(7,179
|
)
|
|
—
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Raw materials and purchased components
|
$
|
167,569
|
|
|
$
|
165,823
|
|
Service parts, garments and accessories
|
189,731
|
|
|
163,455
|
|
||
Finished goods
|
388,970
|
|
|
262,578
|
|
||
Less: reserves
|
(36,269
|
)
|
|
(26,171
|
)
|
||
Inventories
|
$
|
710,001
|
|
|
$
|
565,685
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
$
|
53,104
|
|
|
$
|
52,818
|
|
|
$
|
47,723
|
|
Additions to warranty reserve through acquisitions
|
250
|
|
|
160
|
|
|
1,602
|
|
|||
Additions charged to expense
|
73,716
|
|
|
61,888
|
|
|
56,857
|
|
|||
Warranty claims paid
|
(70,596
|
)
|
|
(61,762
|
)
|
|
(53,364
|
)
|
|||
Balance at end of year
|
$
|
56,474
|
|
|
$
|
53,104
|
|
|
$
|
52,818
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Option plan
|
$
|
26,191
|
|
|
$
|
24,428
|
|
|
$
|
22,245
|
|
Other share-based awards
|
23,275
|
|
|
26,574
|
|
|
57,640
|
|
|||
Total share-based compensation before tax
|
49,466
|
|
|
51,002
|
|
|
79,885
|
|
|||
Tax benefit
|
18,451
|
|
|
19,039
|
|
|
29,835
|
|
|||
Total share-based compensation expense included in net income
|
$
|
31,015
|
|
|
$
|
31,963
|
|
|
$
|
50,050
|
|
|
Omnibus Plan
(Active) |
|
Option Plan
(Frozen) |
|
Director Stock Option Plan
(Frozen) |
|||||||||||||||
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|||||||||
Balance as of December 31, 2012
|
4,330,410
|
|
|
$
|
35.50
|
|
|
353,572
|
|
|
$
|
23.47
|
|
|
16,000
|
|
|
$
|
27.10
|
|
Granted
|
1,037,729
|
|
|
87.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(821,679
|
)
|
|
24.45
|
|
|
(191,141
|
)
|
|
23.23
|
|
|
(16,000
|
)
|
|
27.10
|
|
|||
Forfeited
|
(80,380
|
)
|
|
47.55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2013
|
4,466,080
|
|
|
$
|
49.29
|
|
|
162,431
|
|
|
$
|
23.74
|
|
|
—
|
|
|
—
|
|
|
Granted
|
705,564
|
|
|
130.10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(866,917
|
)
|
|
30.33
|
|
|
(96,398
|
)
|
|
23.77
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(98,215
|
)
|
|
65.14
|
|
|
(2,800
|
)
|
|
22.43
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2014
|
4,206,512
|
|
|
$
|
66.38
|
|
|
63,233
|
|
|
$
|
23.76
|
|
|
—
|
|
|
—
|
|
|
Granted
|
743,062
|
|
|
150.81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(706,750
|
)
|
|
40.21
|
|
|
(44,283
|
)
|
|
23.92
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(137,285
|
)
|
|
112.95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2015
|
4,105,539
|
|
|
$
|
84.61
|
|
|
18,950
|
|
|
$
|
23.37
|
|
|
—
|
|
|
—
|
|
|
Vested or expected to vest as of December 31, 2015
|
4,105,539
|
|
|
$
|
84.61
|
|
|
18,950
|
|
|
$
|
23.37
|
|
|
—
|
|
|
—
|
|
|
Options exercisable as of December 31, 2015
|
1,990,346
|
|
|
$
|
48.05
|
|
|
18,950
|
|
|
$
|
23.37
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted-average volatility
|
32
|
%
|
|
40
|
%
|
|
49
|
%
|
Expected dividend yield
|
1.4
|
%
|
|
1.5
|
%
|
|
1.9
|
%
|
Expected term (in years)
|
4.5
|
|
|
4.5
|
|
|
4.4
|
|
Weighted average risk free interest rate
|
1.5
|
%
|
|
1.6
|
%
|
|
0.9
|
%
|
|
Shares
Outstanding |
|
Weighted
Average Grant Price |
|||
Balance as of December 31, 2014
|
1,077,731
|
|
|
$
|
98.15
|
|
Granted
|
476,556
|
|
|
139.50
|
|
|
Vested
|
(358,966
|
)
|
|
72.56
|
|
|
Canceled/Forfeited
|
(64,554
|
)
|
|
126.64
|
|
|
Balance as of December 31, 2015
|
1,130,767
|
|
|
$
|
122.08
|
|
Expected to vest as of December 31, 2015
|
765,271
|
|
|
$
|
121.25
|
|
|
Average interest rate at December 31, 2015
|
|
Maturity
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Revolving loan facility
|
1.07%
|
|
March 2020
|
|
$
|
225,707
|
|
|
—
|
|
|
Senior notes—fixed rate
|
3.81%
|
|
May 2018
|
|
25,000
|
|
|
$
|
25,000
|
|
|
Senior notes—fixed rate
|
4.60%
|
|
May 2021
|
|
75,000
|
|
|
75,000
|
|
||
Senior notes—fixed rate
|
3.13%
|
|
December 2020
|
|
100,000
|
|
|
100,000
|
|
||
Capital lease obligations
|
5.00%
|
|
Various through 2029
|
|
21,874
|
|
|
26,148
|
|
||
Notes payable and other
|
3.50%
|
|
June 2027
|
|
15,698
|
|
|
—
|
|
||
Total debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
463,279
|
|
|
$
|
226,148
|
|
Less: current maturities
|
|
|
|
|
5,059
|
|
|
2,528
|
|
||
Total long-term debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
458,220
|
|
|
$
|
223,620
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total borrowings at December 31
|
$
|
425,707
|
|
|
$
|
200,000
|
|
|
$
|
280,500
|
|
Average outstanding borrowings during year
|
$
|
403,097
|
|
|
$
|
361,715
|
|
|
$
|
138,400
|
|
Maximum outstanding borrowings during year
|
$
|
523,097
|
|
|
$
|
500,000
|
|
|
$
|
411,000
|
|
Interest rate at December 31
|
2.33
|
%
|
|
3.77
|
%
|
|
2.98
|
%
|
|
2015
|
|
2014
|
||||
Balance as of beginning of year
|
$
|
123,031
|
|
|
$
|
126,697
|
|
Goodwill from businesses acquired
|
17,010
|
|
|
7,456
|
|
||
Currency translation effect on foreign goodwill balances
|
(9,027
|
)
|
|
(11,122
|
)
|
||
Balance as of end of year
|
$
|
131,014
|
|
|
$
|
123,031
|
|
|
2015
|
|
2014
|
||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Gross
Amount |
|
Accumulated
Amortization |
||||||||
Other intangible assets, beginning
|
$
|
124,093
|
|
|
$
|
(23,158
|
)
|
|
$
|
116,279
|
|
|
$
|
(13,268
|
)
|
Intangible assets acquired during the period
|
20,779
|
|
|
—
|
|
|
16,050
|
|
|
—
|
|
||||
Amortization expense
|
—
|
|
|
(12,136
|
)
|
|
—
|
|
|
(11,599
|
)
|
||||
Currency translation effect on foreign balances
|
(6,041
|
)
|
|
1,566
|
|
|
(8,236
|
)
|
|
1,709
|
|
||||
Other intangible assets, ending
|
$
|
138,831
|
|
|
$
|
(33,728
|
)
|
|
$
|
124,093
|
|
|
$
|
(23,158
|
)
|
December 31, 2015
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(401
|
)
|
|
$
|
139
|
|
Dealer/customer related
|
7
|
|
67,079
|
|
|
(24,069
|
)
|
|
43,010
|
|
|||
Developed technology
|
5-7
|
|
19,261
|
|
|
(9,258
|
)
|
|
10,003
|
|
|||
Total amortizable
|
|
|
86,880
|
|
|
(33,728
|
)
|
|
53,152
|
|
|||
Non-amortizable—brand/trade names
|
|
|
51,951
|
|
|
—
|
|
|
51,951
|
|
|||
Total other intangible assets, net
|
|
|
$
|
138,831
|
|
|
$
|
(33,728
|
)
|
|
$
|
105,103
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(293
|
)
|
|
$
|
247
|
|
Dealer/customer related
|
7
|
|
62,758
|
|
|
(16,361
|
)
|
|
46,397
|
|
|||
Developed technology
|
5-7
|
|
14,571
|
|
|
(6,504
|
)
|
|
8,067
|
|
|||
Total amortizable
|
|
|
77,869
|
|
|
(23,158
|
)
|
|
54,711
|
|
|||
Non-amortizable—brand/trade names
|
|
|
46,224
|
|
|
—
|
|
|
46,224
|
|
|||
Total other intangible assets, net
|
|
|
$
|
124,093
|
|
|
$
|
(23,158
|
)
|
|
$
|
100,935
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
640,604
|
|
|
$
|
666,323
|
|
|
$
|
535,265
|
|
Foreign
|
45,133
|
|
|
32,994
|
|
|
39,164
|
|
|||
Income from continuing operations before income taxes
|
$
|
685,737
|
|
|
$
|
699,317
|
|
|
$
|
574,429
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
211,017
|
|
|
$
|
255,299
|
|
|
$
|
167,690
|
|
State
|
16,609
|
|
|
20,438
|
|
|
12,942
|
|
|||
Foreign
|
20,733
|
|
|
21,584
|
|
|
15,457
|
|
|||
Deferred
|
(17,983
|
)
|
|
(52,033
|
)
|
|
(2,729
|
)
|
|||
Total provision for income taxes for continuing operations
|
$
|
230,376
|
|
|
$
|
245,288
|
|
|
$
|
193,360
|
|
|
For the Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.5
|
|
|
1.5
|
|
|
1.5
|
|
Domestic manufacturing deduction
|
(0.8
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
Research and development tax credit
|
(3.1
|
)
|
|
(1.1
|
)
|
|
(2.2
|
)
|
Valuation allowance for foreign subsidiaries net operating losses
|
0.2
|
|
|
—
|
|
|
0.3
|
|
Other permanent differences
|
0.8
|
|
|
0.8
|
|
|
0.1
|
|
Effective income tax rate for continuing operations
|
33.6
|
%
|
|
35.1
|
%
|
|
33.7
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Current deferred income taxes:
|
|
|
|
||||
Inventories
|
—
|
|
|
$
|
9,034
|
|
|
Accrued expenses
|
—
|
|
|
104,279
|
|
||
Derivative instruments
|
—
|
|
|
864
|
|
||
Total current
|
—
|
|
|
114,177
|
|
||
Noncurrent deferred income taxes:
|
|
|
|
||||
Inventories
|
$
|
10,047
|
|
|
—
|
|
|
Accrued expenses
|
107,767
|
|
|
—
|
|
||
Derivative instruments
|
(1,112
|
)
|
|
—
|
|
||
Cost in excess of net assets of business acquired
|
(7,956
|
)
|
|
(13,111
|
)
|
||
Property and equipment
|
(28,853
|
)
|
|
(28,921
|
)
|
||
Compensation payable in common stock
|
67,222
|
|
|
58,446
|
|
||
Net operating loss carryforwards and impairments
|
12,374
|
|
|
12,693
|
|
||
Valuation allowance
|
(6,684
|
)
|
|
(6,097
|
)
|
||
Total noncurrent
|
152,805
|
|
|
23,010
|
|
||
Total net deferred income tax asset
|
$
|
152,805
|
|
|
$
|
137,187
|
|
|
For the Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Balance at January 1,
|
$
|
9,836
|
|
|
$
|
13,199
|
|
Gross increases for tax positions of prior years
|
9,683
|
|
|
55
|
|
||
Gross increases for tax positions of current year
|
4,961
|
|
|
1,456
|
|
||
Decreases due to settlements and other prior year tax positions
|
(178
|
)
|
|
(2,346
|
)
|
||
Decreases for lapse of statute of limitations
|
(1,364
|
)
|
|
(1,586
|
)
|
||
Currency translation effect on foreign balances
|
(429
|
)
|
|
(942
|
)
|
||
Balance at December 31,
|
22,509
|
|
|
9,836
|
|
||
Reserves related to potential interest at December 31,
|
907
|
|
|
732
|
|
||
Unrecognized tax benefits at December 31,
|
$
|
23,416
|
|
|
$
|
10,568
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Quarterly dividend declared and paid per common share
|
|
$
|
0.53
|
|
|
$
|
0.48
|
|
Total dividends declared and paid per common share
|
|
$
|
2.12
|
|
|
$
|
1.92
|
|
|
For the Years Ended December 31,
|
|||||
|
2015
|
|
2014
|
|
2013
|
|
Weighted average number of common shares outstanding
|
65,719
|
|
65,904
|
|
68,209
|
|
Director Plan and deferred stock units
|
210
|
|
196
|
|
242
|
|
ESOP
|
91
|
|
75
|
|
84
|
|
Common shares outstanding—basic
|
66,020
|
|
66,175
|
|
68,535
|
|
Dilutive effect of restricted stock awards
|
255
|
|
359
|
|
228
|
|
Dilutive effect of stock option awards
|
1,209
|
|
1,695
|
|
1,783
|
|
Common and potential common shares outstanding—diluted
|
67,484
|
|
68,229
|
|
70,546
|
|
|
Foreign
Currency Items |
|
Cash Flow
Hedging Derivatives |
|
Accumulated Other
Comprehensive Loss |
||||||
Balance as of December 31, 2014
|
$
|
(25,789
|
)
|
|
$
|
(1,452
|
)
|
|
$
|
(27,241
|
)
|
Reclassification to the income statement
|
—
|
|
|
(3,850
|
)
|
|
(3,850
|
)
|
|||
Change in fair value
|
(38,571
|
)
|
|
7,170
|
|
|
(31,401
|
)
|
|||
Balance as of December 31, 2015
|
$
|
(64,360
|
)
|
|
$
|
1,868
|
|
|
$
|
(62,492
|
)
|
Derivatives in Cash
Flow Hedging Relationships
|
Location of Gain (Loss)
Reclassified from
Accumulated OCI
into Income
|
|
For the Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||||
Foreign currency contracts
|
Other expense, net
|
|
$
|
(8,399
|
)
|
|
$
|
(5,641
|
)
|
Foreign currency contracts
|
Cost of sales
|
|
4,549
|
|
|
172
|
|
||
Total
|
|
|
$
|
(3,850
|
)
|
|
$
|
(5,469
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
63,548
|
|
|
$
|
40,968
|
|
|
$
|
13,010
|
|
Interest and operating expenses
|
4,738
|
|
|
3,678
|
|
|
3,044
|
|
|||
Net income
|
$
|
58,810
|
|
|
$
|
37,290
|
|
|
$
|
9,966
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Finance receivables, net
|
$
|
472,029
|
|
|
$
|
337,088
|
|
Other assets
|
124
|
|
|
122
|
|
||
Total Assets
|
$
|
472,153
|
|
|
$
|
337,210
|
|
Notes payable
|
$
|
269,881
|
|
|
$
|
155,436
|
|
Other liabilities
|
4,126
|
|
|
3,560
|
|
||
Partners’ capital
|
198,146
|
|
|
178,214
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
472,153
|
|
|
$
|
337,210
|
|
|
Capital
Leases |
|
Operating
Leases |
||||
2016
|
$
|
3,045
|
|
|
$
|
13,736
|
|
2017
|
2,543
|
|
|
8,525
|
|
||
2018
|
2,070
|
|
|
6,906
|
|
||
2019
|
1,886
|
|
|
5,053
|
|
||
2020
|
1,796
|
|
|
3,229
|
|
||
Thereafter
|
15,545
|
|
|
1,928
|
|
||
Total future minimum lease obligation
|
$
|
26,885
|
|
|
$
|
39,377
|
|
Foreign Currency
|
|
Notional Amounts
(in U.S. dollars)
|
|
Net Unrealized Gain (Loss)
|
||||
Australian Dollar
|
|
$
|
20,336
|
|
|
$
|
(69
|
)
|
Canadian Dollar
|
|
81,747
|
|
|
5,062
|
|
||
Japanese Yen
|
|
10,066
|
|
|
110
|
|
||
Mexican Peso
|
|
32,857
|
|
|
(2,336
|
)
|
||
Total
|
|
$
|
145,006
|
|
|
$
|
2,767
|
|
|
Carrying Values of Derivative Instruments as of December 31, 2015
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
5,218
|
|
|
$
|
(2,451
|
)
|
|
$
|
2,767
|
|
Interest rate swap contracts(1)
|
186
|
|
|
—
|
|
|
186
|
|
|||
Total derivatives designated as hedging instruments
|
$
|
5,404
|
|
|
$
|
(2,451
|
)
|
|
$
|
2,953
|
|
Commodity contracts(1)
|
—
|
|
|
$
|
(354
|
)
|
|
$
|
(354
|
)
|
|
Total derivatives not designated as hedging instruments
|
—
|
|
|
$
|
(354
|
)
|
|
$
|
(354
|
)
|
|
Total derivatives
|
$
|
5,404
|
|
|
$
|
(2,805
|
)
|
|
$
|
2,599
|
|
|
Carrying Values of Derivative Instruments as of December 31, 2014
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
534
|
|
|
$
|
(3,104
|
)
|
|
$
|
(2,570
|
)
|
Total derivatives designated as hedging instruments
|
$
|
534
|
|
|
$
|
(3,104
|
)
|
|
$
|
(2,570
|
)
|
Commodity contracts(1)
|
—
|
|
|
$
|
(4,609
|
)
|
|
$
|
(4,609
|
)
|
|
Total derivatives not designated as hedging instruments
|
—
|
|
|
$
|
(4,609
|
)
|
|
$
|
(4,609
|
)
|
|
Total derivatives
|
$
|
534
|
|
|
$
|
(7,713
|
)
|
|
$
|
(7,179
|
)
|
(1)
|
Assets are included in prepaid expenses and other and liabilities are included in other accrued expenses on the accompanying consolidated balance sheets.
|
|
For the Years Ended December 31,
|
||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Sales
|
|
|
|
|
|
||||||
ORV/Snowmobiles
|
$
|
3,708,933
|
|
|
$
|
3,741,154
|
|
|
$
|
3,255,033
|
|
Motorcycles
|
698,257
|
|
|
418,546
|
|
|
263,443
|
|
|||
Global Adjacent Markets
|
312,100
|
|
|
319,948
|
|
|
258,592
|
|
|||
Total sales
|
4,719,290
|
|
|
4,479,648
|
|
|
3,777,068
|
|
|||
Gross profit
|
|
|
|
|
|
||||||
ORV/Snowmobiles
|
1,190,630
|
|
|
1,206,553
|
|
|
1,049,794
|
|
|||
Motorcycles
|
97,261
|
|
|
54,427
|
|
|
48,208
|
|
|||
Global Adjacent Markets
|
84,211
|
|
|
88,797
|
|
|
63,934
|
|
|||
Corporate
|
(33,060
|
)
|
|
(30,599
|
)
|
|
(41,057
|
)
|
|||
Total gross profit
|
$
|
1,339,042
|
|
|
$
|
1,319,178
|
|
|
$
|
1,120,879
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
3,688,980
|
|
|
$
|
3,339,905
|
|
|
$
|
2,721,300
|
|
Canada
|
378,725
|
|
|
454,608
|
|
|
463,316
|
|
|||
Other foreign countries
|
651,585
|
|
|
685,135
|
|
|
592,452
|
|
|||
Consolidated sales
|
$
|
4,719,290
|
|
|
$
|
4,479,648
|
|
|
$
|
3,777,068
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
United States
|
$
|
548,410
|
|
|
$
|
432,614
|
|
Mexico
|
39,542
|
|
|
49,064
|
|
||
Other foreign countries
|
62,726
|
|
|
73,750
|
|
||
Consolidated property and equipment, net
|
$
|
650,678
|
|
|
$
|
555,428
|
|
|
Sales
|
|
Gross profit
|
|
Net income
|
|
Diluted net income per share
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
1,033,345
|
|
|
$
|
293,731
|
|
|
$
|
88,563
|
|
|
$
|
1.30
|
|
Second Quarter
|
1,124,327
|
|
|
319,414
|
|
|
100,943
|
|
|
1.49
|
|
||||
Third Quarter
|
1,456,000
|
|
|
415,623
|
|
|
155,173
|
|
|
2.30
|
|
||||
Fourth Quarter
|
1,105,618
|
|
|
310,274
|
|
|
110,682
|
|
|
1.66
|
|
||||
Totals
|
$
|
4,719,290
|
|
|
$
|
1,339,042
|
|
|
$
|
455,361
|
|
|
$
|
6.75
|
|
2014
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
888,346
|
|
|
$
|
258,417
|
|
|
$
|
80,901
|
|
|
$
|
1.19
|
|
Second Quarter
|
1,013,959
|
|
|
304,914
|
|
|
96,905
|
|
|
1.42
|
|
||||
Third Quarter
|
1,302,343
|
|
|
388,274
|
|
|
140,826
|
|
|
2.06
|
|
||||
Fourth Quarter
|
1,275,000
|
|
|
367,573
|
|
|
135,397
|
|
|
1.98
|
|
||||
Totals
|
$
|
4,479,648
|
|
|
$
|
1,319,178
|
|
|
$
|
454,029
|
|
|
$
|
6.65
|
|
POLARIS INDUSTRIES INC.
|
||
By:
|
|
/
S
/ S
COTT
W. W
INE
|
|
|
Scott W. Wine
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/
S
/ S
COTT
W. W
INE
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
February 19, 2016
|
|
Scott W. Wine
|
|
||
|
|
|
|
/
S
/ M
ICHAEL
T. S
PEETZEN
|
Executive Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 19, 2016
|
|
Michael T. Speetzen
|
|
||
|
|
|
|
*
|
Director
|
February 19, 2016
|
|
Annette K. Clayton
|
|
|
|
|
|
|
|
*
|
Director
|
February 19, 2016
|
|
Kevin M. Farr
|
|
|
|
|
|
|
|
*
|
Director
|
February 19, 2016
|
|
Gary E. Hendrickson
|
|
|
|
|
|
|
|
*
|
Director
|
February 19, 2016
|
|
Gwenne A. Henricks
|
|
|
|
|
|
|
|
*
|
Director
|
February 19, 2016
|
|
Bernd F. Kessler
|
|
|
|
|
|
|
|
*
|
Director
|
February 19, 2016
|
|
R. M. Schreck
|
|
|
|
|
|
|
|
*
|
Lead Director
|
February 19, 2016
|
|
John P. Wiehoff
|
|
|
|
|
|
|
|
*By:
|
/s/ S
COTT
W. W
INE
|
|
February 19, 2016
|
|
(Scott W. Wine Attorney-in-Fact)
|
|
|
*
|
Scott W. Wine, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this report of Polaris Industries Inc. on behalf of each of such officers and directors in the capacities in which the names of each appear above.
|
Allowance for Doubtful Accounts
|
Balance at
Beginning of Period |
|
Additions
Charged to Costs and Expenses |
|
Additions
Through Acquisition |
|
Other Changes
Add (Deduct)(1) |
|
Balance at
End of Period |
||||||||||
(In thousands)
|
|
|
|
||||||||||||||||
2013: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
4,268
|
|
|
$
|
75
|
|
|
$
|
2,192
|
|
|
$
|
(640
|
)
|
|
$
|
5,895
|
|
2014: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
5,895
|
|
|
$
|
2,347
|
|
|
$
|
265
|
|
|
$
|
(1,083
|
)
|
|
$
|
7,424
|
|
2015: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
7,424
|
|
|
$
|
2,169
|
|
|
$
|
59
|
|
|
$
|
(1,008
|
)
|
|
$
|
8,644
|
|
(1)
|
Uncollectible accounts receivable written off, net of recoveries.
|
Inventory Reserve
|
Balance at
Beginning of Period |
|
Additions
Charged to Costs and Expenses |
|
Additions
Through Acquisition |
|
Other Changes
Add (Deduct)(2) |
|
Balance at
End of Period |
||||||||||
(In thousands)
|
|
|
|
||||||||||||||||
2013: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
17,357
|
|
|
$
|
9,966
|
|
|
$
|
2,423
|
|
|
$
|
(8,143
|
)
|
|
$
|
21,603
|
|
2014: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
21,603
|
|
|
$
|
12,868
|
|
|
$
|
600
|
|
|
$
|
(8,900
|
)
|
|
$
|
26,171
|
|
2015: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
26,171
|
|
|
$
|
21,648
|
|
|
$
|
1,942
|
|
|
$
|
(13,492
|
)
|
|
$
|
36,269
|
|
(2)
|
Inventory disposals, net of recoveries.
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2015 (cont.)
|
|
.i
|
Form of Stock Option Agreement and Notice of Exercise Form for options (cliff vesting) granted to executive officers under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.ff to the Company’s Current Report on Form 8-K filed February 4, 2008.*
|
|
|
.j
|
Form of Stock Option Agreement and Notice of Exercise Form for options (installment vesting) granted to executive officers under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.t to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
|
.k
|
Form of Nonqualified Stock Option Agreement (Single Trigger) made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) , incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.l
|
Form of Nonqualified Stock Option Agreement (Double Trigger) made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) , incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.m
|
Form of Restricted Stock Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.n
|
Form of Deferred Stock Award Agreement for shares of deferred stock granted to non-employee directors in 2007 under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.t to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
|
|
|
.o
|
Form of Performance Restricted Stock Unit Award Agreement under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.y to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
|
.p
|
Form of Nonqualified Stock Option Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.gg to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 .*
|
|
|
.q
|
Form of Performance Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.hh to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*
|
|
|
.r
|
Form of Restricted Stock Unit Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
|
|
|
.s
|
Form of Performance Restricted Stock Unit Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) , incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
|
|
|
.t
|
Form of Nonqualified Stock Option Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) , incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
|
|
|
.u
|
Form of Incentive Plan Acknowledgment for David C. Longren, incorporated by reference to Exhibit 10.jj to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 .*
|
|
|
.v
|
Employment Offer Letter dated April 4, 2005 by and between the Company and Bennett J. Morgan, incorporated by reference to Exhibit 10.y to the Company’s Current Report on Form 8-K, filed April 18, 2005.*
|
|
|
.w
|
Employment Offer Letter dated July 28, 2008 by and between the Company and Scott W. Wine, incorporated by reference to Exhibit 10.a to the Company’s Current Report on Form 8-K filed August 4, 2008.*
|
|
|
.x
|
Employment Offer Letter dated February 6, 2012 by and between the Company and Stephen L. Eastman, incorporated by reference to Exhibit 10.cc to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2015 (cont.)
|
|
.y
|
Employment Offer Letter dated September 15, 2014 by and between the Company and Kenneth J. Pucel, incorporated by reference to Exhibit 10.w to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014..*
|
|
|
.z
|
Employment Offer Letter dated July 10, 2015 by and between the Company and Michael T. Speetzen, incorporated by reference to Exhibit 10.d to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.*
|
|
|
.aa
|
Employment Agreement dated July 10, 2015 by and between the Company and Michael W. Malone, incorporated by reference to Exhibit 10.e to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.*
|
|
|
.bb
|
Severance, Proprietary Information and Noncompetition Agreement entered into with Scott W. Wine, incorporated by reference to Exhibit 10.b to the Company’s Current Report on Form 8-K filed August 4, 2008.*
|
|
|
.cc
|
Severance Agreement entered into with Bennett J. Morgan, incorporated by reference to Exhibit 10.ee to the Company’s Current Report on Form 8-K filed January 17, 2008.*
|
|
|
.dd
|
Severance Agreement dated February 6, 2012 entered into with Stephen L. Eastman.*
|
|
|
.ee
|
Severance Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.ii to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*
|
|
|
.ff
|
Severance Agreement dated July 31, 2015 entered into with Michael T. Speetzen.*
|
|
|
.gg
|
Amended and Restated Joint Venture Agreement dated as of February 28, 2011, by and between the Company and GE Commercial Distribution Finance Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2011.
|
|
|
.hh
|
Credit Agreement, dated as of August 18, 2011, by and among the Company, one or more of its foreign subsidiaries designated thereafter as foreign borrowers, the lenders identified therein, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Lead Book Runner, RBC Capital Markets and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners, RBC Capital Markets and Wells Fargo Bank National Association, as Syndication Agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agent, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on August 22, 2011.
|
|
|
.ii
|
First Amendment to the Credit Agreement, dated December 20, 2011, by and among the Company, and any designated Foreign Borrower, the lenders from time to time party to the Credit Agreement, and U.S. Bank National Association, as one of the lenders, lead arranger, lead book runner, and administrative agent for the lenders, incorporated by reference to Exhibit 10.nn to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
.jj
|
Second Amendment to the Credit Agreement, dated January 31, 2013, by and among the Company, and any designated Foreign Borrower, the lenders from time to time party to the Credit Agreement, and U.S. Bank National Association, as one of the lenders, lead arranger, lead book runner, and administrative agent for the lenders, incorporated by reference to Exhibit 10.nn to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
.kk
|
Amended and Restated Manufacturer’s Repurchase Agreement dated as of February 28, 2011, by and among the Company, Polaris Industries Inc., a Delaware Corporation, Polaris Sales Inc., and Polaris Acceptance, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 1, 2011.
|
|
|
.ll
|
Share Repurchase Agreement dated November 12, 2013, by and among the Company and Fuji Heavy Industries Ltd., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 12, 2013.
|
|
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2015 (cont.)
|
|
.mm
|
Amendment Agreement dated March 6, 2015, by and among Polaris Industries Inc., Polaris Sales Europe Saìrl, the lenders identified therein, and U.S. Bank National Association, as LC Issuer, Swing Line Leader and Administrative Agent, which includes an Amended and Restated Credit Agreement as Exhibit A thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 11, 2015.
|
|
|
.nn
|
First Amendment dated December 7, 2015 to the Amended and Restated Joint Venture Agreement dated as of February 28, 2011, by and between the Company and GE Commercial Distribution Finance LLC f/k/a GE Commercial Distribution Corporation.
|
|
|
.oo
|
Second Amendment dated December 7, 2015 to the Second Amended and Restated Partnership Agreement, by and between Polaris Acceptance Inc. and CDF Joint Ventures, Inc. dated as of June 1, 2014.
|
|
|
13
|
Portions of the Annual Report to Security Holders for the Year Ended December 31, 2014 included pursuant to Note 2 to General Instruction G.
|
|
|
21
|
Subsidiaries of Registrant.
|
|
|
23
|
Consent of Ernst & Young LLP.
|
|
|
24
|
Power of Attorney.
|
|
|
31.a
|
Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a).
|
|
|
31.b
|
Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a).
|
|
|
32.a
|
Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.b
|
Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
The following financial information from Polaris Industries Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 19, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of December 31, 2015 and 2014, (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013 (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014, and (vi) Notes to Consolidated Financial Statements
|
|
|
|
POLARIS INDUSTRIES INC.
|
|
EMPLOYEE
|
By:
|
/s/ Stacy Bogart
|
|
/s/ Stephen Eastman
|
|
Stacy Bogart
|
|
Name: Stephen Eastman
|
|
VP, General Counsel
|
|
|
|
POLARIS INDUSTRIES INC.
|
|
EMPLOYEE
|
By:
|
/s/ Stacy Bogart
|
|
/s/ Michael Speetzen
|
|
Stacy Bogart
|
|
Name: Michael Speetzen
|
|
VP, General Counsel
|
|
|
POLARIS INDUSTRIES INC.
|
|
By:
|
|
Name:
|
Michael T. Speetzen
|
Title:
|
Executive Vice President - Finance and Chief Financial Officer
|
Date:
|
December 7, 2015
|
|
|
|
|
GE COMMERCIAL DISTRIBUTION FINANCE LLC
|
|
By:
|
|
Name:
|
John E. Peak
|
Title:
|
Vice President
|
Date:
|
December 7, 2015
|
POLARIS ACCEPTANCE INC.
|
|
By:
|
|
Name:
|
Michael Malone
|
Title:
|
Vice President - Finance, Chief Financial Officer
|
Date:
|
December 7, 2015
|
|
|
|
|
CDF JOINT VENTURES, INC.
|
|
By:
|
|
Name:
|
John E. Peak
|
Title:
|
Vice President
|
Date:
|
December 7, 2015
|
|
2015
|
2014
|
||
Quarter
|
High
|
Low
|
High
|
Low
|
First
|
$158.24
|
$134.54
|
$146.99
|
$118.80
|
Second
|
152.50
|
136.16
|
143.98
|
124.73
|
Third
|
156.35
|
117.01
|
152.88
|
130.00
|
Fourth
|
124.39
|
81.42
|
159.33
|
138.21
|
Quarter
|
2015
|
|
2014
|
|
||
First
|
|
$0.53
|
|
|
$0.48
|
|
Second
|
0.53
|
|
0.48
|
|
||
Third
|
0.53
|
|
0.48
|
|
||
Fourth
|
0.53
|
|
0.48
|
|
||
Total
|
|
$2.12
|
|
|
$1.92
|
|
Name of Subsidiary
|
|
State or Other Jurisdiction of Incorporation or Organization
|
A.M. Holding S.A.S.
|
|
France
|
Aixam Immobilier S.A.S.
|
|
France
|
Aixam Lusitana Sociedad De Comercializacae de Automoveis, S.A.
|
|
Portugal
|
Aixam Mega S.A.S.
|
|
France
|
Aixam Production S.A.S.
|
|
France
|
Aixam Mega Engineering S.A.S.
|
|
France
|
AIXAM Mega GmbH
|
|
Austria
|
Aixam Mega Italia S.R.L.
|
|
Italy
|
Aixam Mega Ltd.
|
|
United Kingdom
|
Aixam Mega Nederland BV
|
|
Netherlands
|
Aixam-Mega Iberica, S.L.
|
|
Spain
|
Carmax SAS
|
|
France
|
Carmetal SAS
|
|
France
|
Compagnie Industrielle du Vencors SAS
|
|
France
|
Dunes Holding LLC
|
|
Minnesota
|
Eicher Polaris Private Ltd. (50%)
|
|
India
|
FAM SAS
|
|
France
|
Goupil Industrie S.A.
|
|
France
|
HH Investment Limited
|
|
Hong Kong
|
Indian Motorcycle Company
|
|
Delaware
|
Indian Motorcycle International, LLC
|
|
Delaware
|
Indian Motorcycle USA, LLC
|
|
Delaware
|
KLIM Europe ApS
|
|
Denmark
|
KLIM Europe Sarl
|
|
Switzerland
|
Kolpin Outdoors, Inc.
|
|
Wisconsin
|
Mega Production S.A.
|
|
France
|
North Pole Star, LLC
|
|
Mexico
|
Polaris Acceptance (50%)
|
|
Illinois
|
Polaris Acceptance Inc.
|
|
Minnesota
|
Polaris Britain Limited
|
|
United Kingdom
|
Polaris Canada Holdco LP
|
|
Canada
|
Polaris Direct Inc.
|
|
Minnesota
|
Polaris Finance Co Sarl
|
|
Luxembourg
|
Polaris France S.A.S.
|
|
France
|
Polaris Germany GmbH
|
|
Germany
|
Polaris India Private Ltd.
|
|
India
|
Polaris Industries Holdco LP
|
|
Cayman Islands
|
Polaris Industries Inc.
|
|
Delaware
|
Polaris Industries LLC
|
|
Delaware
|
Polaris Industries Ltd.
|
|
Manitoba, Canada
|
Polaris Industries Manufacturing LLC
|
|
Minnesota
|
Polaris Insurance Services LLC
|
|
Minnesota
|
Polaris Limited China
|
|
China
|
Polaris Luxembourg I Sarl
|
|
Switzerland
|
Polaris Luxembourg II Sarl
|
|
Switzerland
|
Polaris Norway AS
|
|
Norway
|
Polaris of Brazil
|
|
Brazil
|
Polaris Poland Sp. z o.o
|
|
Poland
|
Polaris Sales Australia Pty Ltd.
|
|
Australia
|
Polaris Sales Europe Inc.
|
|
Minnesota
|
Polaris Sales Europe Sarl
|
|
Switzerland
|
Polaris Sales Inc.
|
|
Minnesota
|
Polaris Sales Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Polaris Sales Spain, S.L.
|
|
Spain
|
Polaris Scandinavia AB
|
|
Sweden
|
Primordial, Inc.
|
|
Delaware
|
Resilient Technologies LLC
|
|
Wisconsin
|
SCI GEB
|
|
France
|
Shanghai Yi Zing Power Technology Co. Ltd.
|
|
China
|
swissauto powersport LLC
|
|
Switzerland
|
Teton Outfitters, LLC
|
|
Idaho
|
Timbersled Products, Inc.
|
|
Idaho
|
Victory Motorcycles Australia Pty Ltd
|
|
Australia
|
|
|
|
|
|
|
POLARIS INDUSTRIES INC.
|
|
|
|
By
|
/s/ Scott W. Wine
|
|
Scott W. Wine
Chairman and Chief Executive Officer
|
|
|
|
/s/ Annette K. Clayton
|
|
/s/ Bernd F. Kessler
|
Annette K. Clayton
|
|
Bernd F. Kessler
|
|
|
|
/s/ Kevin M. Farr
|
|
/s/ R.M. Schreck
|
Kevin M. Farr
|
|
R. M. Schreck
|
|
|
|
/s/ Gary E. Hendrickson
|
|
/s/ John P. Wiehoff
|
Gary E. Hendrickson
|
|
John P. Wiehoff
|
|
|
|
/s/ Gwenne A. Henricks
|
|
/s/ Scott W. Wine
|
Gwenne A. Henricks
|
|
Scott W. Wine
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Polaris Industries Inc.;
|
2.
|
Based on my knowledge, this 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 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(s) 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 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 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; and
|
5.
|
The registrant’s other certifying officer(s) 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 functions):
|
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.
|
/
S
/ S
COTT
W. W
INE
|
Scott W. Wine
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Polaris Industries Inc.;
|
2.
|
Based on my knowledge, this 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 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(s) 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 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 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; and
|
5.
|
The registrant’s other certifying officer(s) 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 functions):
|
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.
|
/
S
/ M
ICHAEL
T. S
PEETZEN
|
Michael T. Speetzen
|
Executive Vice President — Finance and
|
Chief Financial Officer
|
1.
|
This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K for the period ended
December 31, 2015
(the “Periodic Report”);
|
2.
|
The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and
|
3.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.
|
/
S
/ S
COTT
W. W
INE
|
Scott W. Wine
|
Chairman and Chief Executive Officer
|
1.
|
This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K for the period ended
December 31, 2015
(the “Periodic Report”);
|
2.
|
The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and
|
3.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.
|
/
S
/ M
ICHAEL
T. S
PEETZEN
|
Michael T. Speetzen
|
Executive Vice President — Finance and Chief Financial Officer
|