|
|
|
(Mark one)
|
|
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Minnesota
|
|
41-1790959
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2100 Highway 55, Medina MN
|
|
55340
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
(763) 542-0500
(Registrant’s telephone number, including area code)
|
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
POLARIS INDUSTRIES INC.
FORM 10-Q
For Quarterly Period Ended June 30, 2016
|
|||
|
|
|
Page
|
|
|||
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
|
|||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
146,633
|
|
|
$
|
155,349
|
|
Trade receivables, net
|
142,434
|
|
|
150,778
|
|
||
Inventories, net
|
692,272
|
|
|
710,001
|
|
||
Prepaid expenses and other
|
64,201
|
|
|
90,619
|
|
||
Income taxes receivable
|
20,013
|
|
|
46,175
|
|
||
Total current assets
|
1,065,553
|
|
|
1,152,922
|
|
||
Property and equipment, net
|
696,241
|
|
|
650,678
|
|
||
Investment in finance affiliate
|
93,870
|
|
|
99,073
|
|
||
Deferred tax assets
|
170,955
|
|
|
166,538
|
|
||
Goodwill and other intangible assets, net
|
273,896
|
|
|
236,117
|
|
||
Other long-term assets
|
95,129
|
|
|
80,331
|
|
||
Total assets
|
$
|
2,395,644
|
|
|
$
|
2,385,659
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt, capital lease obligations and notes payable
|
$
|
4,821
|
|
|
$
|
5,059
|
|
Accounts payable
|
348,376
|
|
|
299,660
|
|
||
Accrued expenses:
|
|
|
|
||||
Compensation
|
80,348
|
|
|
106,486
|
|
||
Warranties
|
76,873
|
|
|
56,474
|
|
||
Sales promotions and incentives
|
138,679
|
|
|
141,057
|
|
||
Dealer holdback
|
119,833
|
|
|
123,276
|
|
||
Other
|
103,211
|
|
|
88,030
|
|
||
Income taxes payable
|
9,728
|
|
|
6,741
|
|
||
Total current liabilities
|
881,869
|
|
|
826,783
|
|
||
Long-term income taxes payable
|
23,864
|
|
|
23,416
|
|
||
Capital lease obligations
|
19,178
|
|
|
19,660
|
|
||
Long-term debt
|
444,126
|
|
|
436,757
|
|
||
Deferred tax liabilities
|
12,887
|
|
|
13,733
|
|
||
Other long-term liabilities
|
78,511
|
|
|
74,188
|
|
||
Total liabilities
|
$
|
1,460,435
|
|
|
$
|
1,394,537
|
|
Deferred compensation
|
$
|
11,027
|
|
|
$
|
9,645
|
|
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, 64,091 and 65,309 shares issued and outstanding, respectively
|
$
|
641
|
|
|
$
|
653
|
|
Additional paid-in capital
|
626,854
|
|
|
596,143
|
|
||
Retained earnings
|
367,476
|
|
|
447,173
|
|
||
Accumulated other comprehensive loss, net
|
(70,789
|
)
|
|
(62,492
|
)
|
||
Total shareholders’ equity
|
924,182
|
|
|
981,477
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,395,644
|
|
|
$
|
2,385,659
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
|
|||||||||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
$
|
1,130,777
|
|
|
$
|
1,124,327
|
|
|
$
|
2,113,773
|
|
|
$
|
2,157,672
|
|
Cost of sales
|
846,274
|
|
|
804,913
|
|
|
1,581,692
|
|
|
1,544,527
|
|
||||
Gross profit
|
284,503
|
|
|
319,414
|
|
|
532,081
|
|
|
613,145
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling and marketing
|
77,820
|
|
|
79,656
|
|
|
155,061
|
|
|
149,341
|
|
||||
Research and development
|
45,579
|
|
|
41,431
|
|
|
88,688
|
|
|
80,294
|
|
||||
General and administrative
|
64,566
|
|
|
51,948
|
|
|
134,146
|
|
|
101,487
|
|
||||
Total operating expenses
|
187,965
|
|
|
173,035
|
|
|
377,895
|
|
|
331,122
|
|
||||
Income from financial services
|
20,464
|
|
|
17,638
|
|
|
39,960
|
|
|
32,280
|
|
||||
Operating income
|
117,002
|
|
|
164,017
|
|
|
194,146
|
|
|
314,303
|
|
||||
Non-operating expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
3,802
|
|
|
2,972
|
|
|
6,667
|
|
|
5,882
|
|
||||
Equity in loss of other affiliates
|
1,583
|
|
|
1,748
|
|
|
3,641
|
|
|
3,371
|
|
||||
Other expense, net
|
1,805
|
|
|
2,681
|
|
|
1,886
|
|
|
10,121
|
|
||||
Income before income taxes
|
109,812
|
|
|
156,616
|
|
|
181,952
|
|
|
294,929
|
|
||||
Provision for income taxes
|
38,646
|
|
|
55,673
|
|
|
63,897
|
|
|
105,423
|
|
||||
Net income
|
$
|
71,166
|
|
|
$
|
100,943
|
|
|
$
|
118,055
|
|
|
$
|
189,506
|
|
Basic net income per share
|
$
|
1.10
|
|
|
$
|
1.52
|
|
|
$
|
1.82
|
|
|
$
|
2.86
|
|
Diluted net income per share
|
$
|
1.09
|
|
|
$
|
1.49
|
|
|
$
|
1.80
|
|
|
$
|
2.79
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
64,406
|
|
|
66,324
|
|
|
64,726
|
|
|
66,376
|
|
||||
Diluted
|
65,297
|
|
|
67,829
|
|
|
65,639
|
|
|
67,987
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
71,166
|
|
|
$
|
100,943
|
|
|
$
|
118,055
|
|
|
$
|
189,506
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax benefit (expense) of ($172) and $28 in 2016 and $198 and $213 in 2015
|
(10,904
|
)
|
|
2,465
|
|
|
(1,038
|
)
|
|
(27,691
|
)
|
||||
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $44 and $4,318 in 2016 and $798 and ($137) in 2015
|
(74
|
)
|
|
(1,341
|
)
|
|
(7,259
|
)
|
|
231
|
|
||||
Comprehensive income
|
$
|
60,188
|
|
|
$
|
102,067
|
|
|
$
|
109,758
|
|
|
$
|
162,046
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|||||||
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
118,055
|
|
|
$
|
189,506
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
78,109
|
|
|
72,372
|
|
||
Noncash compensation
|
38,382
|
|
|
34,452
|
|
||
Noncash income from financial services
|
(14,828
|
)
|
|
(13,757
|
)
|
||
Deferred income taxes
|
(4,876
|
)
|
|
(507
|
)
|
||
Excess tax benefits from share-based compensation
|
—
|
|
|
(32,863
|
)
|
||
Other, net
|
3,641
|
|
|
3,371
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables
|
14,744
|
|
|
50,521
|
|
||
Inventories
|
27,605
|
|
|
(137,362
|
)
|
||
Accounts payable
|
45,598
|
|
|
(46,766
|
)
|
||
Accrued expenses
|
4,910
|
|
|
(45,769
|
)
|
||
Income taxes payable/receivable
|
28,527
|
|
|
18,821
|
|
||
Prepaid expenses and others, net
|
8,416
|
|
|
(2,110
|
)
|
||
Net cash provided by operating activities
|
348,283
|
|
|
89,909
|
|
||
Investing Activities:
|
|
|
|
||||
Purchase of property and equipment
|
(117,628
|
)
|
|
(88,663
|
)
|
||
Investment in finance affiliate, net
|
20,030
|
|
|
15,239
|
|
||
Investment in other affiliates
|
(6,861
|
)
|
|
(10,050
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(54,830
|
)
|
|
(27,019
|
)
|
||
Net cash used for investing activities
|
(159,289
|
)
|
|
(110,493
|
)
|
||
Financing Activities:
|
|
|
|
||||
Borrowings under debt arrangements / capital lease obligations
|
1,202,652
|
|
|
1,481,655
|
|
||
Repayments under debt arrangements / capital lease obligations
|
(1,198,337
|
)
|
|
(1,303,098
|
)
|
||
Repurchase and retirement of common shares
|
(143,876
|
)
|
|
(157,739
|
)
|
||
Cash dividends to shareholders
|
(70,583
|
)
|
|
(70,061
|
)
|
||
Proceeds from stock issuances under employee plans
|
11,758
|
|
|
25,133
|
|
||
Excess tax benefits from share-based compensation
|
—
|
|
|
32,863
|
|
||
Net cash provided by (used for) financing activities
|
(198,386
|
)
|
|
8,753
|
|
||
Impact of currency exchange rates on cash balances
|
676
|
|
|
(6,950
|
)
|
||
Net decrease in cash and cash equivalents
|
(8,716
|
)
|
|
(18,781
|
)
|
||
Cash and cash equivalents at beginning of period
|
155,349
|
|
|
137,600
|
|
||
Cash and cash equivalents at end of period
|
$
|
146,633
|
|
|
$
|
118,819
|
|
|
|
|
|
||||
Noncash Activity:
|
|
|
|
||||
Property and equipment obtained through notes payable
|
—
|
|
|
$
|
14,500
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Interest paid on debt borrowings
|
$
|
6,537
|
|
|
$
|
5,880
|
|
Income taxes paid
|
$
|
34,966
|
|
|
$
|
86,483
|
|
|
Fair Value Measurements as of June 30, 2016
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Non-qualified deferred compensation assets
|
$
|
49,560
|
|
|
$
|
49,560
|
|
|
—
|
|
|
—
|
|
|
Total assets at fair value
|
$
|
49,560
|
|
|
$
|
49,560
|
|
|
—
|
|
|
—
|
|
|
Foreign exchange contracts, net
|
$
|
(8,791
|
)
|
|
—
|
|
|
$
|
(8,791
|
)
|
|
—
|
|
|
Non-qualified deferred compensation liabilities
|
(49,560
|
)
|
|
$
|
(49,560
|
)
|
|
—
|
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(58,351
|
)
|
|
$
|
(49,560
|
)
|
|
$
|
(8,791
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||
|
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
|
)
|
|
—
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Raw materials and purchased components
|
$
|
160,457
|
|
|
$
|
167,569
|
|
Service parts, garments and accessories
|
186,847
|
|
|
189,731
|
|
||
Finished goods
|
394,517
|
|
|
388,970
|
|
||
Less: reserves
|
(49,549
|
)
|
|
(36,269
|
)
|
||
Inventories
|
$
|
692,272
|
|
|
$
|
710,001
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance at beginning of period
|
$
|
67,207
|
|
|
$
|
48,634
|
|
|
$
|
56,474
|
|
|
$
|
53,104
|
|
Additions to warranty reserve through acquisitions
|
42
|
|
|
150
|
|
|
147
|
|
|
200
|
|
||||
Additions charged to expense
|
38,358
|
|
|
14,646
|
|
|
67,531
|
|
|
28,565
|
|
||||
Warranty claims paid
|
(28,734
|
)
|
|
(18,331
|
)
|
|
(47,279
|
)
|
|
(36,770
|
)
|
||||
Balance at end of period
|
$
|
76,873
|
|
|
$
|
45,099
|
|
|
$
|
76,873
|
|
|
$
|
45,099
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Option plan
|
$
|
6,158
|
|
|
$
|
6,595
|
|
|
$
|
11,562
|
|
|
$
|
13,180
|
|
Other share-based awards
|
9,362
|
|
|
9,721
|
|
|
18,819
|
|
|
16,478
|
|
||||
Total share-based compensation before tax
|
15,520
|
|
|
16,316
|
|
|
30,381
|
|
|
29,658
|
|
||||
Tax benefit
|
5,789
|
|
|
6,085
|
|
|
11,332
|
|
|
11,062
|
|
||||
Total share-based compensation expense included in net income
|
$
|
9,731
|
|
|
$
|
10,231
|
|
|
$
|
19,049
|
|
|
$
|
18,596
|
|
|
Average interest rate at June 30, 2016
|
|
Maturity
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Revolving loan facility
|
1.31%
|
|
May 2021
|
|
$
|
135,793
|
|
|
$
|
225,707
|
|
Revolving loan facility—term note
|
1.59%
|
|
May 2021
|
|
100,000
|
|
|
—
|
|
||
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
|
5.08%
|
|
Various through 2029
|
|
21,175
|
|
|
21,874
|
|
||
Notes payable and other
|
3.50%
|
|
June 2027
|
|
14,304
|
|
|
15,698
|
|
||
Debt issuance costs
|
|
|
|
|
(3,147
|
)
|
|
(1,803
|
)
|
||
Total debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
468,125
|
|
|
$
|
461,476
|
|
Less: current maturities
|
|
|
|
|
4,821
|
|
|
5,059
|
|
||
Total long-term debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
463,304
|
|
|
$
|
456,417
|
|
|
Six months ended June 30, 2016
|
||
Goodwill, beginning of period
|
$
|
131,014
|
|
Goodwill from businesses acquired
|
29,158
|
|
|
Currency translation effect on foreign goodwill balances
|
1,261
|
|
|
Goodwill, end of period
|
$
|
161,433
|
|
|
Six months ended June 30, 2016
|
||||||
|
Gross
Amount |
|
Accumulated
Amortization |
||||
Other intangible assets, beginning of period
|
$
|
138,831
|
|
|
$
|
(33,728
|
)
|
Intangible assets acquired during the period
|
14,000
|
|
|
—
|
|
||
Amortization expense
|
—
|
|
|
(7,181
|
)
|
||
Foreign currency translation effect on balances
|
715
|
|
|
(174
|
)
|
||
Other intangible assets, end of period
|
$
|
153,546
|
|
|
$
|
(41,083
|
)
|
|
Total estimated life (years)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Non-amortizable—indefinite lived:
|
|
|
|
|
|
||||
Brand names
|
|
|
$
|
54,323
|
|
|
$
|
51,951
|
|
Amortizable:
|
|
|
|
|
|
||||
Non-compete agreements
|
5
|
|
540
|
|
|
540
|
|
||
Dealer/customer related
|
7
|
|
79,382
|
|
|
67,079
|
|
||
Developed technology
|
5-7
|
|
19,301
|
|
|
19,261
|
|
||
Total amortizable
|
|
|
99,223
|
|
|
86,880
|
|
||
Less: Accumulated amortization
|
|
|
(41,083
|
)
|
|
(33,728
|
)
|
||
Net amortized other intangible assets
|
|
|
58,140
|
|
|
53,152
|
|
||
Total other intangible assets, net
|
|
|
$
|
112,463
|
|
|
$
|
105,103
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cash dividends declared and paid per common share
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
1.10
|
|
|
$
|
1.06
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||
Weighted average number of common shares outstanding
|
64,130
|
|
66,000
|
|
|
64,444
|
|
66,068
|
|
Director Plan and deferred stock units
|
166
|
|
242
|
|
|
181
|
|
224
|
|
ESOP
|
110
|
|
82
|
|
|
101
|
|
84
|
|
Common shares outstanding—basic
|
64,406
|
|
66,324
|
|
|
64,726
|
|
66,376
|
|
Dilutive effect of Option Plans and Omnibus Plan
|
891
|
|
1,505
|
|
|
913
|
|
1,611
|
|
Common and potential common shares outstanding—diluted
|
65,297
|
|
67,829
|
|
|
65,639
|
|
67,987
|
|
|
Foreign
Currency Items |
|
Cash Flow
Hedging Derivatives |
|
Accumulated Other
Comprehensive Loss |
||||||
Balance as of December 31, 2015
|
$
|
(64,360
|
)
|
|
$
|
1,868
|
|
|
$
|
(62,492
|
)
|
Reclassification to the income statement
|
—
|
|
|
(1,574
|
)
|
|
(1,574
|
)
|
|||
Change in fair value
|
(1,038
|
)
|
|
(5,685
|
)
|
|
(6,723
|
)
|
|||
Balance as of June 30, 2016
|
$
|
(65,398
|
)
|
|
$
|
(5,391
|
)
|
|
$
|
(70,789
|
)
|
Derivatives in Cash
Flow Hedging Relationships
|
Location of (Gain) Loss
Reclassified from
Accumulated OCI
into Income
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
Foreign currency contracts
|
Other expense, net
|
|
$
|
493
|
|
|
$
|
1,898
|
|
|
$
|
2,423
|
|
|
$
|
2,402
|
|
Foreign currency contracts
|
Cost of sales
|
|
(278
|
)
|
|
(1,122
|
)
|
|
(849
|
)
|
|
(2,018
|
)
|
||||
Total
|
|
|
$
|
215
|
|
|
$
|
776
|
|
|
$
|
1,574
|
|
|
$
|
384
|
|
Foreign Currency
|
|
Notional Amounts
(in U.S. Dollars)
|
|
Net Unrealized Gain (Loss)
|
||||
Australian Dollar
|
|
$
|
25,522
|
|
|
$
|
(260
|
)
|
Canadian Dollar
|
|
160,247
|
|
|
(7,090
|
)
|
||
Japanese Yen
|
|
1,417
|
|
|
210
|
|
||
Mexican Peso
|
|
29,280
|
|
|
(1,651
|
)
|
||
Total
|
|
$
|
216,466
|
|
|
$
|
(8,791
|
)
|
|
Carrying Values of Derivative Instruments as of June 30, 2016
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
816
|
|
|
$
|
(9,607
|
)
|
|
$
|
(8,791
|
)
|
Total derivatives designated as hedging instruments
|
$
|
816
|
|
|
$
|
(9,607
|
)
|
|
$
|
(8,791
|
)
|
Total derivatives
|
$
|
816
|
|
|
$
|
(9,607
|
)
|
|
$
|
(8,791
|
)
|
|
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
|
|
(1)
|
Assets are included in prepaid expenses and other and liabilities are included in other accrued expenses on the accompanying consolidated balance sheets.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
|
|
|
|
|
|
||||||||
ORV/Snowmobiles
|
$
|
808,494
|
|
|
$
|
857,146
|
|
|
$
|
1,529,136
|
|
|
$
|
1,653,387
|
|
Motorcycles
|
231,324
|
|
|
187,541
|
|
|
419,569
|
|
|
347,020
|
|
||||
Global Adjacent Markets
|
90,959
|
|
|
79,640
|
|
|
165,068
|
|
|
157,265
|
|
||||
Total sales
|
$
|
1,130,777
|
|
|
$
|
1,124,327
|
|
|
$
|
2,113,773
|
|
|
$
|
2,157,672
|
|
Gross profit
|
|
|
|
|
|
|
|
||||||||
ORV/Snowmobiles
|
$
|
230,554
|
|
|
$
|
278,938
|
|
|
$
|
439,659
|
|
|
$
|
539,261
|
|
Motorcycles
|
39,837
|
|
|
24,505
|
|
|
68,677
|
|
|
44,812
|
|
||||
Global Adjacent Markets
|
23,952
|
|
|
22,639
|
|
|
44,335
|
|
|
40,787
|
|
||||
Corporate
|
(9,840
|
)
|
|
(6,668
|
)
|
|
(20,590
|
)
|
|
(11,715
|
)
|
||||
Total gross profit
|
$
|
284,503
|
|
|
$
|
319,414
|
|
|
$
|
532,081
|
|
|
$
|
613,145
|
|
|
Percent change in total Company sales compared to corresponding period of the prior year
|
||||
|
Three months ended
|
|
Six months ended
|
||
|
June 30, 2016
|
|
June 30, 2016
|
||
Volume
|
(1
|
)%
|
|
(1
|
)%
|
Product mix and price
|
2
|
|
|
—
|
|
Currency
|
—
|
|
|
(1
|
)
|
|
1
|
%
|
|
(2
|
)%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||||||
($ in millions)
|
2016
|
|
Percent
of Total Sales |
|
2015
|
|
Percent
of Total Sales |
|
Percent
Change 2016 vs. 2015 |
|
2016
|
|
Percent
of Total Sales |
|
2015
|
|
Percent
of Total Sales |
|
Percent
Change 2016 vs. 2015 |
||||||||||||||
ORV/Snowmobiles
|
$
|
808.5
|
|
|
71
|
%
|
|
$
|
857.2
|
|
|
76
|
%
|
|
(6
|
)%
|
|
$
|
1,529.1
|
|
|
72
|
%
|
|
$
|
1,653.4
|
|
|
77
|
%
|
|
(8
|
)%
|
Motorcycles
|
231.3
|
|
|
21
|
%
|
|
187.5
|
|
|
17
|
%
|
|
23
|
%
|
|
419.6
|
|
|
20
|
%
|
|
347.0
|
|
|
16
|
%
|
|
21
|
%
|
||||
Global Adjacent Markets
|
91.0
|
|
|
8
|
%
|
|
79.6
|
|
|
7
|
%
|
|
14
|
%
|
|
165.1
|
|
|
8
|
%
|
|
157.3
|
|
|
7
|
%
|
|
5
|
%
|
||||
Total Sales
|
$
|
1,130.8
|
|
|
100
|
%
|
|
$
|
1,124.3
|
|
|
100
|
%
|
|
1
|
%
|
|
$
|
2,113.8
|
|
|
100
|
%
|
|
$
|
2,157.7
|
|
|
100
|
%
|
|
(2
|
)%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||||||
($ in millions)
|
2016
|
|
Percent of Total Sales
|
|
2015
|
|
Percent of Total Sales
|
|
Percent Change 2016 vs. 2015
|
|
2016
|
|
Percent of Total Sales
|
|
2015
|
|
Percent of Total Sales
|
|
Percent Change 2016 vs. 2015
|
||||||||||||||
United States
|
$
|
879.8
|
|
|
78
|
%
|
|
$
|
861.0
|
|
|
77
|
%
|
|
2
|
%
|
|
$
|
1,646.1
|
|
|
78
|
%
|
|
$
|
1,671.1
|
|
|
77
|
%
|
|
(1)
|
%
|
Canada
|
80.5
|
|
|
7
|
%
|
|
100.4
|
|
|
9
|
%
|
|
(20
|
)%
|
|
134.6
|
|
|
6
|
%
|
|
170.5
|
|
|
8
|
%
|
|
(21
|
)%
|
||||
Other foreign countries
|
170.5
|
|
|
15
|
%
|
|
162.9
|
|
|
14
|
%
|
|
5
|
%
|
|
333.1
|
|
|
16
|
%
|
|
316.1
|
|
|
15
|
%
|
|
5
|
%
|
||||
Total sales
|
$
|
1,130.8
|
|
|
100
|
%
|
|
$
|
1,124.3
|
|
|
100
|
%
|
|
1
|
%
|
|
$
|
2,113.8
|
|
|
100
|
%
|
|
$
|
2,157.7
|
|
|
100
|
%
|
|
(2)
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||||||
($ in millions)
|
2016
|
|
Percent of Sales
|
|
2015
|
|
Percent of Sales
|
|
Change
2016 vs.
2015
|
|
2016
|
|
Percent of Sales
|
|
2015
|
|
Percent of Sales
|
|
Change
2016 vs.
2015
|
||||||||||||||
ORV/Snowmobiles
|
$
|
230.6
|
|
|
28.5
|
%
|
|
$
|
278.9
|
|
|
32.5
|
%
|
|
(17
|
)%
|
|
$
|
439.7
|
|
|
28.8
|
%
|
|
$
|
539.2
|
|
|
32.6
|
%
|
|
(18
|
)%
|
Motorcycles
|
39.8
|
|
|
17.2
|
%
|
|
24.5
|
|
|
13.1
|
%
|
|
63
|
%
|
|
68.7
|
|
|
16.4
|
%
|
|
44.8
|
|
|
12.9
|
%
|
|
53
|
%
|
||||
Global Adjacent Markets
|
23.9
|
|
|
26.3
|
%
|
|
22.6
|
|
|
28.4
|
%
|
|
6
|
%
|
|
44.3
|
|
|
26.9
|
%
|
|
40.8
|
|
|
25.9
|
%
|
|
9
|
%
|
||||
Corporate
|
(9.8
|
)
|
|
|
|
(6.6
|
)
|
|
|
|
|
|
(20.6
|
)
|
|
|
|
(11.7
|
)
|
|
|
|
|
||||||||||
Total gross profit dollars
|
$
|
284.5
|
|
|
|
|
$
|
319.4
|
|
|
|
|
-11
|
%
|
|
$
|
532.1
|
|
|
|
|
$
|
613.1
|
|
|
|
|
-13
|
%
|
||||
Percentage of sales
|
25.2
|
%
|
|
|
|
28.4
|
%
|
|
-325 basis points
|
|
|
25.2
|
%
|
|
|
|
28.4
|
%
|
|
-325 basis points
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Change
2016 vs. 2015 |
|
2016
|
|
2015
|
|
Change
2016 vs. 2015 |
||||||||||
Selling and marketing
|
$
|
77.8
|
|
|
$
|
79.7
|
|
|
-2
|
%
|
|
$
|
155.1
|
|
|
$
|
149.3
|
|
|
4
|
%
|
Research and development
|
45.6
|
|
|
41.4
|
|
|
10
|
%
|
|
88.7
|
|
|
80.3
|
|
|
10
|
%
|
||||
General and administrative
|
64.6
|
|
|
51.9
|
|
|
24
|
%
|
|
134.1
|
|
|
101.5
|
|
|
32
|
%
|
||||
Total operating expenses
|
$
|
188.0
|
|
|
$
|
173.0
|
|
|
9
|
%
|
|
$
|
377.9
|
|
|
$
|
331.1
|
|
|
14
|
%
|
Percentage of sales
|
16.6
|
%
|
|
15.4
|
%
|
|
+123 basis points
|
|
|
17.9
|
%
|
|
15.3
|
%
|
|
+253 basis points
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Change
2016 vs. 2015 |
|
2016
|
|
2015
|
|
Change
2016 vs. 2015 |
||||||||||
Income from financial services
|
$
|
20.5
|
|
|
$
|
17.6
|
|
|
16
|
%
|
|
$
|
40.0
|
|
|
$
|
32.3
|
|
|
24
|
%
|
Percentage of sales
|
1.8
|
%
|
|
1.6
|
%
|
|
+24 basis points
|
|
|
1.9
|
%
|
|
1.5
|
%
|
|
+39 basis points
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
($ in millions except per share data)
|
2016
|
|
2015
|
|
Change
2016 vs. 2015 |
|
2016
|
|
2015
|
|
Change
2016 vs. 2015 |
||||||||||
Interest expense
|
$
|
3.8
|
|
|
$
|
3.0
|
|
|
28
|
%
|
|
$
|
6.7
|
|
|
$
|
5.9
|
|
|
13
|
%
|
Equity in loss of other affiliates
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
(9
|
)%
|
|
$
|
3.6
|
|
|
$
|
3.4
|
|
|
8
|
%
|
Other expense, net
|
$
|
1.8
|
|
|
$
|
2.7
|
|
|
(33
|
)%
|
|
$
|
1.9
|
|
|
$
|
10.1
|
|
|
(81
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before taxes
|
$
|
109.8
|
|
|
$
|
156.6
|
|
|
(30
|
)%
|
|
$
|
182.0
|
|
|
$
|
294.9
|
|
|
(38
|
)%
|
Provision for income taxes
|
$
|
38.6
|
|
|
$
|
55.7
|
|
|
(31
|
)%
|
|
$
|
63.9
|
|
|
$
|
105.4
|
|
|
(39
|
)%
|
Percentage of income before taxes
|
35.2
|
%
|
|
35.5
|
%
|
|
-36 basis
|
|
|
35.1
|
%
|
|
35.7
|
%
|
|
-63 basis
|
|
||||
|
|
|
|
|
points
|
|
|
|
|
|
|
points
|
|
||||||||
Net income
|
$
|
71.2
|
|
|
$
|
100.9
|
|
|
(29
|
)%
|
|
$
|
118.1
|
|
|
$
|
189.5
|
|
|
(38
|
)%
|
Diluted net income per share:
|
$
|
1.09
|
|
|
$
|
1.49
|
|
|
(27
|
)%
|
|
$
|
1.80
|
|
|
$
|
2.79
|
|
|
(35
|
)%
|
Weighted average diluted shares outstanding
|
65.3
|
|
|
67.8
|
|
|
(4
|
)%
|
|
65.6
|
|
|
68.0
|
|
|
(4
|
)%
|
($ in millions)
|
Six months ended June 30,
|
||||||||||
2016
|
|
2015
|
|
Change
|
|||||||
Total cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
348.3
|
|
|
$
|
89.9
|
|
|
$
|
258.4
|
|
Investing activities
|
(159.3
|
)
|
|
(110.5
|
)
|
|
(48.8
|
)
|
|||
Financing activities
|
(198.4
|
)
|
|
8.8
|
|
|
(207.2
|
)
|
|||
Impact of currency exchange rates on cash balances
|
0.7
|
|
|
(7.0
|
)
|
|
7.7
|
|
|||
Increase in cash and cash equivalents
|
$
|
(8.7
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
10.1
|
|
($ in millions)
|
Average interest rate at June 30, 2016
|
|
Maturity
|
|
June 30, 2016
|
||
Revolving loan facility
|
1.31%
|
|
May 2021
|
|
$
|
135.8
|
|
Revolving loan facility—term note
|
1.59%
|
|
May 2021
|
|
100.0
|
|
|
Senior notes—fixed rate
|
3.81%
|
|
May 2018
|
|
25.0
|
|
|
Senior notes—fixed rate
|
4.60%
|
|
May 2021
|
|
75.0
|
|
|
Senior notes—fixed rate
|
3.13%
|
|
December 2020
|
|
100.0
|
|
|
Capital lease obligations
|
5.08%
|
|
Various through 2029
|
|
21.1
|
|
|
Notes payable and other
|
3.50%
|
|
June 2027
|
|
14.3
|
|
|
Debt issuance costs
|
|
|
|
|
(3.1)
|
|
|
Total debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
468.1
|
|
Less: current maturities
|
|
|
|
|
4.8
|
|
|
Long-term debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
463.3
|
|
Foreign Currency
|
|
|
Foreign currency hedging contracts
|
|
Currency impact on net income compared to the prior year period
|
||||||
Currency Position
|
|
Notional amounts (in thousands of U.S. Dollars)
|
|
Average exchange rate of open contracts
|
|
Second quarter 2016
|
|
Estimated remainder of 2016
|
|||
Australian Dollar (AUD)
|
Long
|
|
$
|
25,522
|
|
|
$0.72 to 1 AUD
|
|
Negative
|
|
Negative
|
Canadian Dollar (CAD)
|
Long
|
|
160,247
|
|
|
$0.71 to 1 CAD
|
|
Negative
|
|
Negative
|
|
Euro
|
Long
|
|
—
|
|
|
—
|
|
Positive
|
|
Slightly negative
|
|
Japanese Yen
|
Short
|
|
1,417
|
|
|
118 Yen to $1
|
|
Positive
|
|
Negative
|
|
Mexican Peso
|
Short
|
|
29,280
|
|
|
18 Peso to $1
|
|
Positive
|
|
Positive
|
|
Norwegian Krone
|
Long
|
|
—
|
|
|
—
|
|
Negative
|
|
Slightly negative
|
|
Swedish Krona
|
Long
|
|
—
|
|
|
—
|
|
Positive
|
|
Slightly negative
|
|
Swiss Franc
|
Short
|
|
—
|
|
|
—
|
|
Positive
|
|
Slightly negative
|
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)
|
|||||
April 1 — 30, 2016
|
152,000
|
|
|
$
|
99.72
|
|
|
152,000
|
|
|
9,179,000
|
|
May 1 — 31, 2016
|
500,000
|
|
|
$
|
87.60
|
|
|
500,000
|
|
|
8,679,000
|
|
June 1 — 30, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
8,679,000
|
|
|
Total
|
652,000
|
|
|
$
|
90.41
|
|
|
652,000
|
|
|
8,679,000
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.a
|
|
Restated Articles of Incorporation of Polaris Industries Inc. (the “Company”), effective October 24, 2011, incorporated by reference to Exhibit 3.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
|
|
|
3.b
|
|
Bylaws of the Company, as amended and restated on April 29, 2010, incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
|
|
|
|
10.a
|
|
Form of the Deferred Stock Unit Award Agreement for units of deferred stock granted to non-employee directors under the Company’s Amended and Restated 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K filed May 3, 2016.*
|
|
|
|
10.b
|
|
Employment Offer Letter dated April 27, 2016 by and between Steve Eastman and Polaris Industries Inc.*
|
|
|
|
10.c
|
|
Letter Agreement dated May 16, 2016 by and between Bennett J. Morgan and Polaris Industries Inc., incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K, filed May 20, 2016.*
|
|
|
|
10.d
|
|
Second Amended and Restated Credit Agreement dated May 2, 2016 by and among Polaris Industries Inc., Polaris Sales Europe Sárl, any other Foreign Borrower (as defined therein) that hereafter becomes a party thereto, the Lenders named therein, U.S. Bank National Association as Administrative Agent, Left Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank, N.A., PNC Bank, National Association and BMO Harris Bank N/A., as Documentation Agents, incorporated by reference to Exhibit 10.1 on Company’s Current Report on Form 8-K, filed May 5, 2016.
|
|
|
|
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 Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the SEC on July 22, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) the Consolidated Statements of Income for the three and six month periods ended June 30, 2016 and 2015, (iii) the Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2016 and 2015, (iv) the Consolidated Statements of Cash Flows for the six month periods ended June 30, 2016 and 2015, and (v) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
POLARIS INDUSTRIES INC.
(Registrant)
|
|
|
|
|
Date:
|
July 22, 2016
|
|
/s/ S
COTT
W. W
INE
|
|
|
|
Scott W. Wine
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
July 22, 2016
|
|
/s/ M
ICHAEL
T. S
PEETZEN
|
|
|
|
Michael T. Speetzen
Executive Vice President — Finance
and Chief Financial Officer
(Principal Financial and Chief Accounting Officer)
|
I.
|
Effective Date
|
II.
|
Base Salary
|
III.
|
Cash Incentive Compensation
|
IV.
|
Long Term Incentive Plan (LTIP)
|
V.
|
Stock Options
|
VI.
|
Benefits & Perquisites
|
VII.
|
Ownership Guidelines and Section 16 Reporting Obligations
|
/s/ B
ENNETT
M
ORGAN
|
Bennett Morgan
|
President and Chief Operating Officer
|
/s/ S
TEVE
E
ASTMAN
|
Steve Eastman
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 Quarterly Report on Form 10-Q for the period ended
June 30, 2016
(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 Quarterly Report on Form 10-Q for the period ended
June 30, 2016
(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
|