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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, 2017
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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.
2017 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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Item 16.
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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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50
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|
Chairman of the Board of Directors and Chief Executive Officer
|
Kenneth J. Pucel
|
|
51
|
|
Executive Vice President—Global Operations, Engineering and Lean
|
Michael T. Speetzen
|
|
48
|
|
Executive Vice President—Finance and Chief Financial Officer
|
Lucy Clark Dougherty
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48
|
|
Senior Vice President—General Counsel, Compliance Officer and Secretary
|
Robert P. Mack
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48
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Senior Vice President—Corporate Development and Strategy, and President—Adjacent Markets
|
James P. Williams
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55
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Senior Vice President—Chief Human Resources Officer
|
Michael D. Dougherty
|
|
50
|
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President—International
|
Stephen L. Eastman
|
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53
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President—Parts, Garments and Accessories
|
Christopher S. Musso
|
|
43
|
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President—Off-Road Vehicles
|
Location
|
|
Facility Type/Use
|
|
Owned or Leased
|
|
Square
Footage |
Medina, Minnesota
|
|
Headquarters
|
|
Owned
|
|
130,000
|
Roseau, Minnesota
|
|
Wholegoods manufacturing and R&D
|
|
Owned
|
|
733,000
|
Huntsville, Alabama
|
|
Wholegoods manufacturing
|
|
Owned
|
|
725,000
|
Monterrey, Mexico
|
|
Wholegoods manufacturing
|
|
Owned
|
|
440,000
|
Opole, Poland
|
|
Wholegoods manufacturing
|
|
Leased
|
|
300,000
|
Osceola, Wisconsin
|
|
Component parts & engine manufacturing
|
|
Owned
|
|
286,000
|
Spirit Lake, Iowa
|
|
Wholegoods manufacturing
|
|
Owned
|
|
273,000
|
Chanas, France
|
|
Wholegoods manufacturing
|
|
Owned
|
|
196,000
|
Shanghai, China
|
|
Wholegoods manufacturing
|
|
Leased
|
|
158,000
|
Anaheim, California
|
|
Wholegoods manufacturing
|
|
Leased
|
|
151,000
|
Bourran, France
|
|
Wholegoods manufacturing and R&D
|
|
Leased
|
|
100,000
|
Aix-les-Bains, France
|
|
Wholegoods manufacturing and R&D
|
|
Owned
|
|
98,000
|
Spearfish, South Dakota
|
|
Component parts manufacturing
|
|
Owned
|
|
51,000
|
Wyoming, Minnesota
|
|
Research and development facility
|
|
Owned
|
|
272,000
|
Burgdorf, Switzerland
|
|
Research and development facility
|
|
Leased
|
|
17,000
|
Wilmington, Ohio
|
|
Distribution center
|
|
Owned
|
|
429,000
|
Vermillion, South Dakota
|
|
Distribution center
|
|
Primarily owned
|
|
643,000
|
Carlisle, Pennslyvania
|
|
Distribution center
|
|
Leased
|
|
205,000
|
Coppell, Texas
|
|
Distribution center
|
|
Leased
|
|
165,000
|
Jacksonville, Florida
|
|
Distribution center
|
|
Leased
|
|
144,000
|
Columbiana, Ohio
|
|
Distribution center
|
|
Owned
|
|
102,000
|
Compton, California
|
|
Distribution center and office facility
|
|
Leased
|
|
254,000
|
Rigby, Idaho
|
|
Distribution center and office facility
|
|
Owned
|
|
55,000
|
Shakopee, Minnesota
|
|
Wholegoods distribution
|
|
Leased
|
|
870,000
|
Altona, Australia
|
|
Wholegoods distribution
|
|
Leased
|
|
215,000
|
Milford, Iowa
|
|
Wholegoods distribution
|
|
Leased
|
|
100,000
|
Plymouth, Minnesota
|
|
Office facility
|
|
Primarily owned
|
|
175,000
|
Winnipeg, Canada
|
|
Office facility
|
|
Leased
|
|
15,000
|
Rolle, Switzerland
|
|
Office facility
|
|
Leased
|
|
8,000
|
|
|
2017
|
|
2016
|
|
||||||||||||
Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
||||||||
First quarter
|
|
$
|
91.90
|
|
|
$
|
81.14
|
|
|
$
|
100.95
|
|
|
$
|
67.80
|
|
|
Second quarter
|
|
$
|
95.75
|
|
|
$
|
77.91
|
|
|
$
|
104.25
|
|
|
$
|
77.58
|
|
|
Third quarter
|
|
$
|
108.46
|
|
|
$
|
86.51
|
|
|
$
|
99.00
|
|
|
$
|
70.14
|
|
|
Fourth quarter
|
|
$
|
134.67
|
|
|
$
|
101.06
|
|
|
$
|
92.50
|
|
|
$
|
73.07
|
|
|
Quarter
|
|
2017
|
|
2016
|
|
||||
First quarter
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
|
Second quarter
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
|
Third quarter
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
|
Fourth quarter
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
|
Total
|
|
$
|
2.32
|
|
|
$
|
2.20
|
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Polaris Industries Inc.
|
$
|
100.00
|
|
|
$
|
175.89
|
|
|
$
|
185.16
|
|
|
$
|
106.93
|
|
|
$
|
105.08
|
|
|
$
|
162.02
|
|
S&P Midcap 400 Index
|
100.00
|
|
|
133.50
|
|
|
146.54
|
|
|
143.35
|
|
|
173.08
|
|
|
201.20
|
|
||||||
Recreational Vehicles Industry Group Index—Morningstar Group
|
100.00
|
|
|
155.05
|
|
|
152.89
|
|
|
111.58
|
|
|
155.56
|
|
|
198.00
|
|
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)
|
||||
October 1–31, 2017
|
1,000
|
|
|
$
|
106.19
|
|
|
1,000
|
|
|
6,447,000
|
November 1–30, 2017
|
1,000
|
|
|
117.05
|
|
|
1,000
|
|
|
6,446,000
|
|
December 1–31, 2017
|
11,000
|
|
|
126.11
|
|
|
11,000
|
|
|
6,435,000
|
|
Total
|
13,000
|
|
|
$
|
123.81
|
|
|
13,000
|
|
|
6,435,000
|
(1)
|
The Board of Directors has authorized the cumulative repurchase of up to an aggregate of
86.5 million
shares of the Company’s common stock (the “Program”). Of that total,
80.1 million
shares have been repurchased cumulatively from 1996 through
December 31, 2017
. This Program does not have an expiration date.
|
|
For the Years Ended December 31,
|
||||||||||||||
(Dollars in millions, except per-share data)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||||||
Sales Data:
|
|
|
|
|
|
||||||||||
Total sales
|
$
|
5,428.5
|
|
$
|
4,516.6
|
|
$
|
4,719.3
|
|
$
|
4,479.6
|
|
$
|
3,777.1
|
|
Percent change from prior year
|
20
|
%
|
(4
|
)%
|
5
|
%
|
19
|
%
|
18
|
%
|
|||||
Gross Profit Data:
|
|
|
|
|
|
||||||||||
Total gross profit
|
$
|
1,324.7
|
|
$
|
1,105.6
|
|
$
|
1,339.0
|
|
$
|
1,319.2
|
|
$
|
1,120.9
|
|
Percent of sales
|
24.4
|
%
|
24.5
|
%
|
28.4
|
%
|
29.4
|
%
|
29.7
|
%
|
|||||
Operating Expense Data:
|
|
|
|
|
|
||||||||||
Total operating expenses
|
$
|
1,041.3
|
|
$
|
833.8
|
|
$
|
692.2
|
|
$
|
666.2
|
|
$
|
588.9
|
|
Percent of sales
|
19.2
|
%
|
18.5
|
%
|
14.7
|
%
|
14.9
|
%
|
15.6
|
%
|
|||||
Operating Income Data:
|
|
|
|
|
|
||||||||||
Total operating income
|
$
|
359.7
|
|
$
|
350.3
|
|
$
|
716.1
|
|
$
|
714.7
|
|
$
|
577.9
|
|
Percent of sales
|
6.6
|
%
|
7.8
|
%
|
15.2
|
%
|
16.0
|
%
|
15.3
|
%
|
|||||
Net Income Data:
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
$
|
172.5
|
|
$
|
212.9
|
|
$
|
455.4
|
|
$
|
454.0
|
|
$
|
381.1
|
|
Percent of sales
|
3.2
|
%
|
4.7
|
%
|
9.6
|
%
|
10.1
|
%
|
10.1
|
%
|
|||||
Diluted net income per share from continuing operations
|
$
|
2.69
|
|
$
|
3.27
|
|
$
|
6.75
|
|
$
|
6.65
|
|
$
|
5.40
|
|
Net income
|
$
|
172.5
|
|
$
|
212.9
|
|
$
|
455.4
|
|
$
|
454.0
|
|
$
|
377.3
|
|
Diluted net income per share
|
$
|
2.69
|
|
$
|
3.27
|
|
$
|
6.75
|
|
$
|
6.65
|
|
$
|
5.35
|
|
Cash Flow Data:
|
|
|
|
|
|
||||||||||
Cash flow provided by continuing operations
|
$
|
580.0
|
|
$
|
571.8
|
|
$
|
440.2
|
|
$
|
529.3
|
|
$
|
499.2
|
|
Purchase of property and equipment
|
184.4
|
|
209.1
|
|
249.5
|
|
205.1
|
|
251.4
|
|
|||||
Repurchase and retirement of common stock
|
90.5
|
|
245.8
|
|
293.6
|
|
81.8
|
|
530.0
|
|
|||||
Cash dividends to shareholders
|
145.4
|
|
140.3
|
|
139.3
|
|
126.9
|
|
113.7
|
|
|||||
Cash dividends per share
|
$
|
2.32
|
|
$
|
2.20
|
|
$
|
2.12
|
|
$
|
1.92
|
|
$
|
1.68
|
|
Balance Sheet Data (at end of year):
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
138.3
|
|
$
|
127.3
|
|
$
|
155.3
|
|
$
|
137.6
|
|
$
|
92.2
|
|
Current assets
|
1,253.5
|
|
1,191.0
|
|
1,152.9
|
|
1,096.6
|
|
865.7
|
|
|||||
Total assets
|
3,089.6
|
|
3,099.6
|
|
2,385.7
|
|
2,074.9
|
|
1,685.5
|
|
|||||
Current liabilities
|
1,130.3
|
|
959.8
|
|
826.8
|
|
850.8
|
|
748.1
|
|
|||||
Long-term debt and capital lease obligations
|
865.3
|
|
1,138.1
|
|
456.4
|
|
223.6
|
|
284.3
|
|
|||||
Shareholders’ equity
|
931.7
|
|
867.0
|
|
981.5
|
|
861.3
|
|
535.6
|
|
|
Percent change in total Company sales compared to the prior year
|
||||
|
2017
|
|
2016
|
||
Volume
|
4
|
%
|
|
(5
|
)%
|
Product mix and price
|
1
|
|
|
(1
|
)
|
Acquisitions
|
15
|
|
|
3
|
|
Currency
|
—
|
|
|
(1
|
)
|
|
20
|
%
|
|
(4
|
)%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2017
|
|
Percent of
Sales |
|
2016
|
|
Percent of
Sales |
|
Percent
Change 2017 vs. 2016 |
|
2015
|
|
Percent of
Sales |
|
Percent
Change 2016 vs. 2015 |
|||||||||||
ORV/Snowmobiles
|
$
|
3,570.8
|
|
|
66
|
%
|
|
$
|
3,283.9
|
|
|
73
|
%
|
|
9
|
%
|
|
$
|
3,646.9
|
|
|
77
|
%
|
|
(10
|
)%
|
Motorcycles
|
576.0
|
|
|
11
|
%
|
|
699.2
|
|
|
15
|
%
|
|
(18
|
)%
|
|
688.3
|
|
|
15
|
%
|
|
2
|
%
|
|||
Global Adjacent Markets
|
396.8
|
|
|
7
|
%
|
|
341.9
|
|
|
8
|
%
|
|
16
|
%
|
|
312.1
|
|
|
7
|
%
|
|
10
|
%
|
|||
Aftermarket
|
884.9
|
|
|
16
|
%
|
|
191.6
|
|
|
4
|
%
|
|
362
|
%
|
|
72.0
|
|
|
1
|
%
|
|
166
|
%
|
|||
Total Sales
|
$
|
5,428.5
|
|
|
100
|
%
|
|
$
|
4,516.6
|
|
|
100
|
%
|
|
20
|
%
|
|
$
|
4,719.3
|
|
|
100
|
%
|
|
(4
|
)%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2017
|
|
Percent of Total Sales
|
|
2016
|
|
Percent of Total Sales
|
|
Percent Change 2017 vs. 2016
|
|
2015
|
|
Percent of Total Sales
|
|
Percent Change 2016 vs. 2015
|
|||||||||||
United States
|
$
|
4,327.6
|
|
|
80
|
%
|
|
$
|
3,557.2
|
|
|
79
|
%
|
|
22
|
%
|
|
$
|
3,689.0
|
|
|
78
|
%
|
|
(4)
|
%
|
Canada
|
375.6
|
|
|
7
|
%
|
|
307.1
|
|
|
7
|
%
|
|
22
|
%
|
|
378.7
|
|
|
8
|
%
|
|
(19
|
)%
|
|||
Other foreign countries
|
725.3
|
|
|
13
|
%
|
|
652.3
|
|
|
14
|
%
|
|
11
|
%
|
|
651.6
|
|
|
14
|
%
|
|
0
|
%
|
|||
Total sales
|
$
|
5,428.5
|
|
|
100
|
%
|
|
$
|
4,516.6
|
|
|
100
|
%
|
|
20
|
%
|
|
$
|
4,719.3
|
|
|
100
|
%
|
|
(4)
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2017
|
|
Percent of Total Cost of Sales
|
|
2016
|
|
Percent of Total Cost of Sales
|
|
Change 2017 vs. 2016
|
|
2015
|
|
Percent of
Total Cost of Sales |
|
Change 2016 vs. 2015
|
|||||||||||
Purchased materials and services
|
$
|
3,526.0
|
|
|
86
|
%
|
|
$
|
2,840.8
|
|
|
83
|
%
|
|
24
|
%
|
|
$
|
2,929.9
|
|
|
87
|
%
|
|
(3
|
)%
|
Labor and benefits
|
292.6
|
|
|
7
|
%
|
|
250.7
|
|
|
7
|
%
|
|
17
|
%
|
|
258.7
|
|
|
8
|
%
|
|
(3
|
)%
|
|||
Depreciation and amortization
|
139.5
|
|
|
3
|
%
|
|
124.5
|
|
|
4
|
%
|
|
12
|
%
|
|
117.9
|
|
|
3
|
%
|
|
6
|
%
|
|||
Warranty costs
|
145.7
|
|
|
4
|
%
|
|
195.0
|
|
|
6
|
%
|
|
(25
|
)%
|
|
73.7
|
|
|
2
|
%
|
|
165
|
%
|
|||
Total cost of sales
|
$
|
4,103.8
|
|
|
100
|
%
|
|
$
|
3,411.0
|
|
|
100
|
%
|
|
20
|
%
|
|
$
|
3,380.2
|
|
|
100
|
%
|
|
1
|
%
|
Percentage of sales
|
75.6
|
%
|
|
|
|
75.5
|
%
|
|
|
|
+8 basis
|
|
|
71.6
|
%
|
|
|
|
+389 basis
|
|
||||||
|
|
|
|
|
|
|
|
|
points
|
|
|
|
|
|
|
points
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2017
|
|
Percent of Sales
|
|
2016
|
|
Percent of Sales
|
|
Change
2017 vs.
2016
|
|
2015
|
|
Percent of Sales
|
|
Change
2016 vs.
2015
|
|||||||||||
ORV/Snowmobiles
|
$
|
1,054.6
|
|
|
29.5
|
%
|
|
$
|
907.6
|
|
|
27.6
|
%
|
|
16
|
%
|
|
$
|
1,170.8
|
|
|
32.1
|
%
|
|
(22
|
)%
|
Motorcycles
|
16.7
|
|
|
2.9
|
%
|
|
87.5
|
|
|
12.5
|
%
|
|
(81
|
)%
|
|
91.9
|
|
|
13.3
|
%
|
|
(5
|
)%
|
|||
Global Adjacent Markets
|
94.9
|
|
|
23.9
|
%
|
|
95.1
|
|
|
27.8
|
%
|
|
0
|
%
|
|
84.2
|
|
|
27.0
|
%
|
|
13
|
%
|
|||
Aftermarket
|
225.5
|
|
|
25.5
|
%
|
|
46.3
|
|
|
24.2
|
%
|
|
387
|
%
|
|
25.2
|
|
|
34.9
|
%
|
|
84
|
%
|
|||
Corporate
|
(67.0
|
)
|
|
|
|
(30.9
|
)
|
|
|
|
117
|
%
|
|
(33.1
|
)
|
|
|
|
(7
|
)%
|
||||||
Total gross profit dollars
|
$
|
1,324.7
|
|
|
|
|
$
|
1,105.6
|
|
|
|
|
20
|
%
|
|
$
|
1,339.0
|
|
|
|
|
(17
|
)%
|
|||
Percentage of sales
|
24.4
|
%
|
|
|
|
24.5
|
%
|
|
|
|
-8 basis points
|
|
|
28.4
|
%
|
|
|
|
-389 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
Change
2017 vs. 2016 |
|
2015
|
|
Change
2016 vs. 2015 |
||||||||
Selling and marketing
|
$
|
471.8
|
|
|
$
|
342.2
|
|
|
38
|
%
|
|
$
|
316.7
|
|
|
8
|
%
|
Research and development
|
238.3
|
|
|
185.1
|
|
|
29
|
%
|
|
166.4
|
|
|
11
|
%
|
|||
General and administrative
|
331.2
|
|
|
306.5
|
|
|
8
|
%
|
|
209.1
|
|
|
47
|
%
|
|||
Total operating expenses
|
$
|
1,041.3
|
|
|
$
|
833.8
|
|
|
25
|
%
|
|
$
|
692.2
|
|
|
20
|
%
|
Percentage of sales
|
19.2
|
%
|
|
18.5
|
%
|
|
+72 basis points
|
|
|
14.7
|
%
|
|
+379 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions except per share data)
|
2017
|
|
2016
|
|
Change
2017 vs. 2016 |
|
2015
|
|
Change
2016 vs. 2015 |
||||||||
Interest expense
|
$
|
32.2
|
|
|
$
|
16.3
|
|
|
97
|
%
|
|
$
|
11.5
|
|
|
42
|
%
|
Equity in loss of other affiliates
|
$
|
6.8
|
|
|
$
|
6.9
|
|
|
(2
|
)%
|
|
$
|
6.8
|
|
|
1
|
%
|
Other expense, net
|
$
|
2.0
|
|
|
$
|
13.8
|
|
|
(86
|
)%
|
|
$
|
12.1
|
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
$
|
318.8
|
|
|
$
|
313.3
|
|
|
2
|
%
|
|
$
|
685.7
|
|
|
(54
|
)%
|
Provision for income taxes
|
$
|
146.3
|
|
|
$
|
100.3
|
|
|
46
|
%
|
|
$
|
230.4
|
|
|
(56
|
)%
|
Percentage of income before income taxes
|
45.9%
|
|
32.0%
|
|
+1,387 basis
|
|
|
33.6%
|
|
-158 basis
|
|
||||||
|
|
|
|
|
points
|
|
|
|
|
points
|
|
||||||
Net income
|
$
|
172.5
|
|
|
$
|
212.9
|
|
|
(19
|
)%
|
|
$
|
455.4
|
|
|
(53
|
)%
|
Diluted net income per share
|
$
|
2.69
|
|
|
$
|
3.27
|
|
|
(18
|
)%
|
|
$
|
6.75
|
|
|
(52
|
)%
|
Weighted average diluted shares outstanding
|
64.2
|
|
|
65.2
|
|
|
(2
|
)%
|
|
67.5
|
|
|
(3
|
)%
|
($ in millions)
|
For the Years Ended December 31,
|
||||||||||||||||||
2017
|
|
2016
|
|
Change
2017 vs. 2016 |
|
2015
|
|
Change
2016 vs. 2015 |
|||||||||||
Total cash provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
580.0
|
|
|
$
|
571.8
|
|
|
$
|
8.2
|
|
|
$
|
440.2
|
|
|
$
|
131.6
|
|
Investing activities
|
(151.1
|
)
|
|
(909.3
|
)
|
|
758.2
|
|
|
(289.1
|
)
|
|
(620.2
|
)
|
|||||
Financing activities
|
(427.7
|
)
|
|
314.5
|
|
|
(742.2
|
)
|
|
(120.1
|
)
|
|
434.6
|
|
|||||
Impact of currency exchange rates on cash balances
|
9.8
|
|
|
(5.0
|
)
|
|
14.8
|
|
|
(13.3
|
)
|
|
8.3
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
11.0
|
|
|
$
|
(28.0
|
)
|
|
$
|
39.0
|
|
|
$
|
17.7
|
|
|
$
|
(45.7
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(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
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|||||
Term loan facility
|
680.0
|
|
|
20.0
|
|
|
80.0
|
|
|
580.0
|
|
|
—
|
|
|||||
Notes Payable
|
12.4
|
|
|
1.2
|
|
|
2.8
|
|
|
2.4
|
|
|
$
|
6.0
|
|
||||
Interest expense
|
109.4
|
|
|
25.7
|
|
|
50.0
|
|
|
33.7
|
|
|
—
|
|
|||||
Capital leases
|
25.2
|
|
|
2.1
|
|
|
4.5
|
|
|
4.4
|
|
|
14.2
|
|
|||||
Operating leases
|
132.1
|
|
|
35.0
|
|
|
53.1
|
|
|
26.9
|
|
|
17.1
|
|
|||||
Total
|
$
|
1,162.1
|
|
|
$
|
109.0
|
|
|
$
|
290.4
|
|
|
$
|
725.4
|
|
|
$
|
37.3
|
|
Foreign Currency
|
|
|
|
Foreign currency hedging contracts
|
||||
|
Currency Position
|
|
Notional amounts (in thousands of U.S. dollars)
|
|
Average exchange rate of open contracts
|
|||
Australian Dollar (AUD)
|
|
Long
|
|
$
|
24,250
|
|
|
$0.77 to 1 AUD
|
Canadian Dollar (CAD)
|
|
Long
|
|
94,292
|
|
|
$0.79 to 1 CAD
|
|
Euro
|
|
Long
|
|
—
|
|
|
—
|
|
Mexican Peso
|
|
Short
|
|
9,999
|
|
|
20 Peso to $1
|
|
Swiss Franc
|
|
Short
|
|
—
|
|
|
—
|
|
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, 2017
|
|
December 31, 2016
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
138,345
|
|
|
$
|
127,325
|
|
Trade receivables, net
|
200,144
|
|
|
174,832
|
|
||
Inventories, net
|
783,961
|
|
|
746,534
|
|
||
Prepaid expenses and other
|
101,453
|
|
|
91,636
|
|
||
Income taxes receivable
|
29,601
|
|
|
50,662
|
|
||
Total current assets
|
1,253,504
|
|
|
1,190,989
|
|
||
Property and equipment:
|
|
|
|
||||
Land, buildings and improvements
|
410,604
|
|
|
386,366
|
|
||
Equipment and tooling
|
1,137,183
|
|
|
1,080,239
|
|
||
|
1,547,787
|
|
|
1,466,605
|
|
||
Less: accumulated depreciation
|
(800,598
|
)
|
|
(739,009
|
)
|
||
Property and equipment, net
|
747,189
|
|
|
727,596
|
|
||
Investment in finance affiliate
|
88,764
|
|
|
94,009
|
|
||
Deferred tax assets
|
115,511
|
|
|
188,471
|
|
||
Goodwill and other intangible assets, net
|
780,586
|
|
|
792,979
|
|
||
Other long-term assets
|
104,039
|
|
|
105,553
|
|
||
Total assets
|
$
|
3,089,593
|
|
|
$
|
3,099,597
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt, capital lease obligations, and notes payable
|
$
|
47,746
|
|
|
$
|
3,847
|
|
Accounts payable
|
317,377
|
|
|
273,742
|
|
||
Accrued expenses:
|
|
|
|
||||
Compensation
|
168,014
|
|
|
122,214
|
|
||
Warranties
|
123,840
|
|
|
119,274
|
|
||
Sales promotions and incentives
|
162,298
|
|
|
158,562
|
|
||
Dealer holdback
|
114,196
|
|
|
117,574
|
|
||
Other
|
186,103
|
|
|
162,432
|
|
||
Income taxes payable
|
10,737
|
|
|
2,106
|
|
||
Total current liabilities
|
1,130,311
|
|
|
959,751
|
|
||
Long-term income taxes payable
|
20,114
|
|
|
26,391
|
|
||
Capital lease obligations
|
18,351
|
|
|
17,538
|
|
||
Long-term debt
|
846,915
|
|
|
1,120,525
|
|
||
Deferred tax liabilities
|
10,128
|
|
|
9,127
|
|
||
Other long-term liabilities
|
120,398
|
|
|
90,497
|
|
||
Total liabilities
|
$
|
2,146,217
|
|
|
$
|
2,223,829
|
|
Deferred compensation
|
11,717
|
|
|
8,728
|
|
||
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, 63,075 and 63,109 shares issued and outstanding, respectively
|
$
|
631
|
|
|
$
|
631
|
|
Additional paid-in capital
|
733,894
|
|
|
650,162
|
|
||
Retained earnings
|
242,763
|
|
|
300,084
|
|
||
Accumulated other comprehensive loss, net
|
(45,629
|
)
|
|
(83,837
|
)
|
||
Total shareholders’ equity
|
931,659
|
|
|
867,040
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,089,593
|
|
|
$
|
3,099,597
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
$
|
5,428,477
|
|
|
$
|
4,516,629
|
|
|
$
|
4,719,290
|
|
Cost of sales
|
4,103,826
|
|
|
3,411,006
|
|
|
3,380,248
|
|
|||
Gross profit
|
1,324,651
|
|
|
1,105,623
|
|
|
1,339,042
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and marketing
|
471,805
|
|
|
342,235
|
|
|
316,669
|
|
|||
Research and development
|
238,299
|
|
|
185,126
|
|
|
166,460
|
|
|||
General and administrative
|
331,196
|
|
|
306,442
|
|
|
209,077
|
|
|||
Total operating expenses
|
1,041,300
|
|
|
833,803
|
|
|
692,206
|
|
|||
Income from financial services
|
76,306
|
|
|
78,458
|
|
|
69,303
|
|
|||
Operating income
|
359,657
|
|
|
350,278
|
|
|
716,139
|
|
|||
Non-operating expense:
|
|
|
|
|
|
||||||
Interest expense
|
32,155
|
|
|
16,319
|
|
|
11,456
|
|
|||
Equity in loss of other affiliates
|
6,760
|
|
|
6,873
|
|
|
6,802
|
|
|||
Other expense, net
|
1,951
|
|
|
13,835
|
|
|
12,144
|
|
|||
Income before income taxes
|
318,791
|
|
|
313,251
|
|
|
685,737
|
|
|||
Provision for income taxes
|
146,299
|
|
|
100,303
|
|
|
230,376
|
|
|||
Net income
|
$
|
172,492
|
|
|
$
|
212,948
|
|
|
$
|
455,361
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.74
|
|
|
$
|
3.31
|
|
|
$
|
6.90
|
|
Diluted
|
$
|
2.69
|
|
|
$
|
3.27
|
|
|
$
|
6.75
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
62,916
|
|
|
64,296
|
|
|
66,020
|
|
|||
Diluted
|
64,180
|
|
|
65,158
|
|
|
67,484
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
172,492
|
|
|
$
|
212,948
|
|
|
$
|
455,361
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax benefit (expense) of ($404), $195 and $643
|
41,691
|
|
|
(19,773
|
)
|
|
(38,571
|
)
|
|||
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $186, $936 and ($1,975)
|
(330
|
)
|
|
(1,572
|
)
|
|
3,320
|
|
|||
Retirement benefit plan activity, net of tax benefit of $1,863, $0 and $0
|
(3,153
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
$
|
210,700
|
|
|
$
|
191,603
|
|
|
$
|
420,110
|
|
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, 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
|
|
|||||
Employee stock compensation
|
303
|
|
|
3
|
|
|
57,924
|
|
|
—
|
|
|
—
|
|
|
57,927
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
1,379
|
|
|
(462
|
)
|
|
—
|
|
|
917
|
|
|||||
Proceeds from stock issuances under employee plans
|
405
|
|
|
4
|
|
|
17,686
|
|
|
—
|
|
|
—
|
|
|
17,690
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
3,578
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
|||||
Cash dividends declared ($2.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,336
|
)
|
|
—
|
|
|
(140,336
|
)
|
|||||
Repurchase and retirement of common shares
|
(2,908
|
)
|
|
(29
|
)
|
|
(26,548
|
)
|
|
(219,239
|
)
|
|
—
|
|
|
(245,816
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
212,948
|
|
|
—
|
|
|
212,948
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,345
|
)
|
|
(21,345
|
)
|
|||||
Balance, December 31, 2016
|
63,109
|
|
|
631
|
|
|
650,162
|
|
|
300,084
|
|
|
(83,837
|
)
|
|
867,040
|
|
|||||
Employee stock compensation
|
60
|
|
|
1
|
|
|
50,053
|
|
|
—
|
|
|
—
|
|
|
50,054
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
1,536
|
|
|
(4,525
|
)
|
|
—
|
|
|
(2,989
|
)
|
|||||
Proceeds from stock issuances under employee plans
|
934
|
|
|
9
|
|
|
42,729
|
|
|
—
|
|
|
—
|
|
|
42,738
|
|
|||||
Cash dividends declared ($2.32 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,423
|
)
|
|
—
|
|
|
(145,423
|
)
|
|||||
Repurchase and retirement of common shares
|
(1,028
|
)
|
|
(10
|
)
|
|
(10,586
|
)
|
|
(79,865
|
)
|
|
—
|
|
|
(90,461
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
172,492
|
|
|
—
|
|
|
172,492
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,208
|
|
|
38,208
|
|
|||||
Balance, December 31, 2017
|
63,075
|
|
|
$
|
631
|
|
|
$
|
733,894
|
|
|
$
|
242,763
|
|
|
$
|
(45,629
|
)
|
|
$
|
931,659
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
172,492
|
|
|
$
|
212,948
|
|
|
$
|
455,361
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
191,108
|
|
|
167,512
|
|
|
152,138
|
|
|||
Noncash compensation
|
50,054
|
|
|
57,927
|
|
|
61,929
|
|
|||
Noncash income from financial services
|
(27,027
|
)
|
|
(30,116
|
)
|
|
(29,405
|
)
|
|||
Deferred income taxes
|
73,614
|
|
|
(26,056
|
)
|
|
(16,343
|
)
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
(3,578
|
)
|
|
(34,654
|
)
|
|||
Impairment charges
|
25,395
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
3,401
|
|
|
13,462
|
|
|
6,802
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(17,064
|
)
|
|
2,030
|
|
|
48,798
|
|
|||
Inventories
|
(26,958
|
)
|
|
111,999
|
|
|
(148,725
|
)
|
|||
Accounts payable
|
39,516
|
|
|
(62,693
|
)
|
|
(46,095
|
)
|
|||
Accrued expenses
|
94,557
|
|
|
145,261
|
|
|
9,182
|
|
|||
Income taxes payable/receivable
|
23,410
|
|
|
(1,997
|
)
|
|
(247
|
)
|
|||
Prepaid expenses and other, net
|
(22,518
|
)
|
|
(14,916
|
)
|
|
(18,510
|
)
|
|||
Net cash provided by operating activities
|
579,980
|
|
|
571,783
|
|
|
440,231
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(184,388
|
)
|
|
(209,137
|
)
|
|
(249,485
|
)
|
|||
Investment in finance affiliate
|
(25,230
|
)
|
|
(8,641
|
)
|
|
(23,087
|
)
|
|||
Distributions from finance affiliate
|
57,502
|
|
|
43,820
|
|
|
42,527
|
|
|||
Investment in other affiliates
|
(625
|
)
|
|
(11,595
|
)
|
|
(17,848
|
)
|
|||
Acquisition and disposal of businesses, net of cash acquired
|
1,645
|
|
|
(723,705
|
)
|
|
(41,195
|
)
|
|||
Net cash used for investing activities
|
(151,096
|
)
|
|
(909,258
|
)
|
|
(289,088
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Borrowings under debt arrangements / capital lease obligations
|
2,186,939
|
|
|
3,232,137
|
|
|
2,631,067
|
|
|||
Repayments under debt arrangements / capital lease obligations
|
(2,421,473
|
)
|
|
(2,552,760
|
)
|
|
(2,385,480
|
)
|
|||
Repurchase and retirement of common shares
|
(90,461
|
)
|
|
(245,816
|
)
|
|
(293,616
|
)
|
|||
Cash dividends to shareholders
|
(145,423
|
)
|
|
(140,336
|
)
|
|
(139,285
|
)
|
|||
Proceeds from stock issuances under employee plans
|
42,738
|
|
|
17,690
|
|
|
32,535
|
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
3,578
|
|
|
34,654
|
|
|||
Net cash provided by (used for) financing activities
|
(427,680
|
)
|
|
314,493
|
|
|
(120,125
|
)
|
|||
Impact of currency exchange rates on cash balances
|
9,816
|
|
|
(5,042
|
)
|
|
(13,269
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
11,020
|
|
|
(28,024
|
)
|
|
17,749
|
|
|||
Cash and cash equivalents at beginning of period
|
127,325
|
|
|
155,349
|
|
|
137,600
|
|
|||
Cash and cash equivalents at end of period
|
$
|
138,345
|
|
|
$
|
127,325
|
|
|
$
|
155,349
|
|
|
|
|
|
|
|
||||||
Noncash Activity:
|
|
|
|
|
|
||||||
Property and equipment obtained through capital leases and notes payable
|
—
|
|
|
—
|
|
|
$
|
14,500
|
|
||
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid on debt borrowings
|
$
|
30,884
|
|
|
$
|
15,833
|
|
|
$
|
11,451
|
|
Income taxes paid
|
$
|
46,308
|
|
|
$
|
126,799
|
|
|
$
|
244,328
|
|
|
Fair Value Measurements as of December 31, 2017
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Non-qualified deferred compensation assets
|
$
|
54,244
|
|
|
$
|
54,244
|
|
|
—
|
|
|
—
|
|
|
Total assets at fair value
|
$
|
54,244
|
|
|
$
|
54,244
|
|
|
$
|
—
|
|
|
—
|
|
Non-qualified deferred compensation liabilities
|
$
|
(54,244
|
)
|
|
$
|
(54,244
|
)
|
|
—
|
|
|
—
|
|
|
Foreign exchange contracts, net
|
(426
|
)
|
|
—
|
|
|
$
|
(426
|
)
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(54,670
|
)
|
|
$
|
(54,244
|
)
|
|
$
|
(426
|
)
|
|
—
|
|
|
Fair Value Measurements as of December 31, 2016
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Non-qualified deferred compensation assets
|
$
|
49,330
|
|
|
$
|
49,330
|
|
|
—
|
|
|
—
|
|
|
Foreign exchange contracts, net
|
298
|
|
|
—
|
|
|
$
|
298
|
|
|
—
|
|
||
Total assets at fair value
|
$
|
49,628
|
|
|
$
|
49,330
|
|
|
$
|
298
|
|
|
—
|
|
Commodity contracts, net
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Non-qualified deferred compensation liabilities
|
(49,330
|
)
|
|
$
|
(49,330
|
)
|
|
—
|
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(49,330
|
)
|
|
$
|
(49,330
|
)
|
|
$
|
—
|
|
|
—
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Raw materials and purchased components
|
$
|
194,108
|
|
|
$
|
141,566
|
|
Service parts, garments and accessories
|
307,684
|
|
|
316,383
|
|
||
Finished goods
|
329,288
|
|
|
333,760
|
|
||
Less: reserves
|
(47,119
|
)
|
|
(45,175
|
)
|
||
Inventories
|
$
|
783,961
|
|
|
$
|
746,534
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
119,274
|
|
|
$
|
56,474
|
|
|
$
|
53,104
|
|
Additions to reserve through acquisitions
|
—
|
|
|
147
|
|
|
250
|
|
|||
Additions charged to expense
|
145,705
|
|
|
194,996
|
|
|
73,716
|
|
|||
Less: warranty claims paid
|
(141,139
|
)
|
|
(132,343
|
)
|
|
(70,596
|
)
|
|||
Balance at end of year
|
$
|
123,840
|
|
|
$
|
119,274
|
|
|
$
|
56,474
|
|
|
For the Years Ended December 31,
|
|||||||||
|
2017
|
|
2016
|
|
2015
|
|||||
Balance at beginning of year
|
$
|
26,157
|
|
|
—
|
|
|
—
|
|
|
Additions to deferred revenue through acquisitions
|
—
|
|
|
$
|
7,944
|
|
|
|
||
New contracts sold
|
31,617
|
|
|
20,569
|
|
|
—
|
|
||
Less: reductions for revenue recognized
|
(12,014
|
)
|
|
(2,356
|
)
|
|
—
|
|
||
Balance at end of year
|
$
|
45,760
|
|
|
$
|
26,157
|
|
|
—
|
|
Cash and cash equivalents
|
$
|
3,017
|
|
Trade receivables
|
18,214
|
|
|
Inventory
|
145,094
|
|
|
Property, plant and equipment
|
33,402
|
|
|
Customer relationships
|
87,000
|
|
|
Trademarks / trade names
|
175,500
|
|
|
Goodwill
|
266,126
|
|
|
Other assets
|
17,687
|
|
|
Deferred revenue
|
(7,944
|
)
|
|
Other liabilities assumed
|
(66,731
|
)
|
|
Total fair value of net assets acquired
|
671,365
|
|
|
Less cash acquired
|
(3,017
|
)
|
|
Total consideration for acquisition, less cash acquired
|
$
|
668,348
|
|
|
For the Year Ended December 31, 2016
|
||
Net sales
|
$
|
5,161,688
|
|
Net income
|
240,400
|
|
|
Basic earnings per share
|
$
|
3.74
|
|
Diluted earnings per common share
|
$
|
3.69
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Option plan
|
$
|
18,423
|
|
|
$
|
23,876
|
|
|
$
|
26,191
|
|
Other share-based awards
|
28,844
|
|
|
23,368
|
|
|
23,275
|
|
|||
Total share-based compensation before tax
|
47,267
|
|
|
47,244
|
|
|
49,466
|
|
|||
Tax benefit
|
17,555
|
|
|
17,546
|
|
|
18,451
|
|
|||
Total share-based compensation expense included in net income
|
$
|
29,712
|
|
|
$
|
29,698
|
|
|
$
|
31,015
|
|
|
Omnibus Plan
(Active) |
|
Option Plan
(Frozen) |
||||||||||
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
||||||
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
|
|
Granted
|
1,326,430
|
|
|
78.72
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(348,206
|
)
|
|
40.51
|
|
|
(18,950
|
)
|
|
23.37
|
|
||
Forfeited
|
(366,702
|
)
|
|
108.90
|
|
|
—
|
|
|
—
|
|
||
Balance as of December 31, 2016
|
4,717,061
|
|
|
$
|
84.32
|
|
|
—
|
|
|
—
|
|
|
Granted
|
1,267,812
|
|
|
88.22
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(898,417
|
)
|
|
44.18
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(192,505
|
)
|
|
108.15
|
|
|
—
|
|
|
—
|
|
||
Balance as of December 31, 2017
|
4,893,951
|
|
|
$
|
91.78
|
|
|
—
|
|
|
—
|
|
|
Vested or expected to vest as of December 31, 2017
|
4,893,951
|
|
|
$
|
91.78
|
|
|
—
|
|
|
—
|
|
|
Options exercisable as of December 31, 2017
|
1,921,189
|
|
|
$
|
88.21
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average volatility
|
29
|
%
|
|
32
|
%
|
|
32
|
%
|
Expected dividend yield
|
2.6
|
%
|
|
2.8
|
%
|
|
1.4
|
%
|
Expected term (in years)
|
4.7
|
|
|
4.5
|
|
|
4.5
|
|
Weighted average risk free interest rate
|
1.9
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|
For the Years Ended December 31,
|
|||||
|
2017
|
|
2016
|
|
2015
|
|
Weighted-average volatility
|
31
|
%
|
|
—
|
|
—
|
Expected term (in years)
|
3.0
|
|
|
—
|
|
—
|
Weighted average risk free interest rate
|
1.5
|
%
|
|
—
|
|
—
|
|
Shares
Outstanding |
|
Weighted
Average Grant Price |
|||
Balance as of December 31, 2016
|
1,521,202
|
|
|
$
|
103.05
|
|
Granted
|
526,119
|
|
|
85.97
|
|
|
Vested
|
(84,663
|
)
|
|
134.23
|
|
|
Canceled/Forfeited
|
(342,033
|
)
|
|
116.55
|
|
|
Balance as of December 31, 2017
|
1,620,625
|
|
|
$
|
93.03
|
|
Expected to vest as of December 31, 2017
|
1,176,085
|
|
|
$
|
87.92
|
|
|
Average interest rate at December 31, 2017
|
|
Maturity
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Revolving loan facility
|
2.56%
|
|
May 2021
|
|
$
|
3,000
|
|
|
$
|
172,142
|
|
Term loan facility
|
2.66%
|
|
May 2021
|
|
680,000
|
|
|
740,000
|
|
||
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
|
5.20%
|
|
Various through 2029
|
|
19,889
|
|
|
19,306
|
|
||
Notes payable and other
|
3.40%
|
|
June 2027
|
|
12,384
|
|
|
13,618
|
|
||
Debt issuance costs
|
|
|
|
|
(2,261
|
)
|
|
(3,156
|
)
|
||
Total debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
913,012
|
|
|
$
|
1,141,910
|
|
Less: current maturities
|
|
|
|
|
47,746
|
|
|
3,847
|
|
||
Total long-term debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
865,266
|
|
|
$
|
1,138,063
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total borrowings at December 31
|
$
|
883,000
|
|
|
$
|
1,112,142
|
|
|
$
|
425,707
|
|
Average outstanding borrowings during year
|
$
|
1,133,641
|
|
|
$
|
638,614
|
|
|
$
|
403,097
|
|
Maximum outstanding borrowings during year
|
$
|
1,319,105
|
|
|
$
|
1,234,337
|
|
|
$
|
523,097
|
|
Interest rate at December 31
|
2.91
|
%
|
|
2.25
|
%
|
|
2.33
|
%
|
|
2017
|
|
2016
|
||||
Goodwill
|
$
|
433,374
|
|
|
$
|
421,563
|
|
Other intangible assets, net
|
347,212
|
|
|
371,416
|
|
||
Total goodwill and other intangible assets, net
|
$
|
780,586
|
|
|
$
|
792,979
|
|
|
2017
|
|
2016
|
||||
Balance as of beginning of year
|
$
|
421,563
|
|
|
$
|
131,014
|
|
Goodwill from businesses acquired
|
1,563
|
|
|
293,390
|
|
||
Currency translation effect on foreign goodwill balances
|
10,248
|
|
|
(2,841
|
)
|
||
Balance as of end of year
|
$
|
433,374
|
|
|
$
|
421,563
|
|
|
2017
|
|
2016
|
||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Gross
Amount |
|
Accumulated
Amortization |
||||||||
Other intangible assets, beginning
|
$
|
420,546
|
|
|
$
|
(49,130
|
)
|
|
$
|
138,831
|
|
|
$
|
(33,728
|
)
|
Intangible assets acquired during the period
|
(461
|
)
|
|
—
|
|
|
284,000
|
|
|
—
|
|
||||
Amortization expense
|
—
|
|
|
(25,855
|
)
|
|
—
|
|
|
(16,549
|
)
|
||||
Impairment
|
(3,657
|
)
|
|
1,987
|
|
|
—
|
|
|
—
|
|
||||
Currency translation effect on foreign balances
|
7,418
|
|
|
(3,636
|
)
|
|
(2,285
|
)
|
|
1,147
|
|
||||
Other intangible assets, ending
|
$
|
423,846
|
|
|
$
|
(76,634
|
)
|
|
$
|
420,546
|
|
|
$
|
(49,130
|
)
|
December 31, 2017
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(540
|
)
|
|
$
|
0
|
|
Dealer/customer related
|
5-10
|
|
169,694
|
|
|
(60,638
|
)
|
|
109,056
|
|
|||
Developed technology
|
5-7
|
|
22,903
|
|
|
(15,456
|
)
|
|
7,447
|
|
|||
Total amortizable
|
|
|
193,137
|
|
|
(76,634
|
)
|
|
116,503
|
|
|||
Non-amortizable—brand/trade names
|
|
|
230,709
|
|
|
—
|
|
|
230,709
|
|
|||
Total other intangible assets, net
|
|
|
$
|
423,846
|
|
|
$
|
(76,634
|
)
|
|
$
|
347,212
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2016
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(485
|
)
|
|
$
|
55
|
|
Dealer/customer related
|
5-10
|
|
164,837
|
|
|
(35,907
|
)
|
|
128,930
|
|
|||
Developed technology
|
5-7
|
|
26,048
|
|
|
(12,738
|
)
|
|
13,310
|
|
|||
Total amortizable
|
|
|
191,425
|
|
|
(49,130
|
)
|
|
142,295
|
|
|||
Non-amortizable—brand/trade names
|
|
|
229,121
|
|
|
—
|
|
|
229,121
|
|
|||
Total other intangible assets, net
|
|
|
$
|
420,546
|
|
|
$
|
(49,130
|
)
|
|
$
|
371,416
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
264,207
|
|
|
$
|
262,403
|
|
|
$
|
640,604
|
|
Foreign
|
54,584
|
|
|
50,848
|
|
|
45,133
|
|
|||
Income from continuing operations before income taxes
|
$
|
318,791
|
|
|
$
|
313,251
|
|
|
$
|
685,737
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
41,134
|
|
|
$
|
103,717
|
|
|
$
|
211,017
|
|
State
|
7,264
|
|
|
4,780
|
|
|
16,609
|
|
|||
Foreign
|
22,267
|
|
|
17,367
|
|
|
20,733
|
|
|||
Deferred
|
75,634
|
|
|
(25,561
|
)
|
|
(17,983
|
)
|
|||
Total provision for income taxes for continuing operations
|
$
|
146,299
|
|
|
$
|
100,303
|
|
|
$
|
230,376
|
|
|
For the Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.4
|
|
|
1.4
|
|
|
1.5
|
|
Domestic manufacturing deduction
|
(0.5
|
)
|
|
(2.1
|
)
|
|
(0.8
|
)
|
Research and development tax credit
|
(5.6
|
)
|
|
(4.3
|
)
|
|
(3.1
|
)
|
Stock based compensation
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
Valuation allowance for foreign subsidiaries net operating losses
|
1.2
|
|
|
—
|
|
|
0.2
|
|
Tax rate changes
|
17.4
|
|
|
—
|
|
|
—
|
|
Non-deductible expenses
|
2.0
|
|
|
2.4
|
|
|
0.4
|
|
Other permanent differences
|
(0.6
|
)
|
|
(0.4
|
)
|
|
0.4
|
|
Effective income tax rate for continuing operations
|
45.9
|
%
|
|
32.0
|
%
|
|
33.6
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred income taxes:
|
|
|
|
||||
Inventories
|
$
|
11,072
|
|
|
$
|
13,252
|
|
Accrued expenses
|
102,308
|
|
|
152,798
|
|
||
Derivative instruments
|
10
|
|
|
(175
|
)
|
||
Cost in excess of net assets of business acquired
|
(15,171
|
)
|
|
(10,257
|
)
|
||
Property and equipment
|
(52,757
|
)
|
|
(56,240
|
)
|
||
Compensation payable in common stock
|
55,350
|
|
|
73,297
|
|
||
Net operating loss carryforwards and impairments
|
13,628
|
|
|
13,650
|
|
||
Valuation allowance
|
(9,057
|
)
|
|
(6,981
|
)
|
||
Total net deferred income tax asset
|
$
|
105,383
|
|
|
$
|
179,344
|
|
|
For the Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance at January 1,
|
$
|
25,001
|
|
|
$
|
22,509
|
|
Gross increases for tax positions of prior years
|
1,935
|
|
|
3,065
|
|
||
Gross increases for tax positions of current year
|
2,397
|
|
|
4,672
|
|
||
Decreases due to settlements and other prior year tax positions
|
(10,338
|
)
|
|
(3,424
|
)
|
||
Decreases for lapse of statute of limitations
|
—
|
|
|
(1,782
|
)
|
||
Currency translation effect on foreign balances
|
101
|
|
|
(39
|
)
|
||
Balance at December 31,
|
19,096
|
|
|
25,001
|
|
||
Reserves related to potential interest at December 31,
|
1,018
|
|
|
1,389
|
|
||
Unrecognized tax benefits at December 31,
|
$
|
20,114
|
|
|
$
|
26,390
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total number of shares repurchased and retired
|
|
1,028
|
|
|
2,908
|
|
|
2,179
|
|
|||
Total investment
|
|
$
|
90,461
|
|
|
$
|
245,816
|
|
|
$
|
293,616
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Quarterly dividend declared and paid per common share
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
Total dividends declared and paid per common share
|
|
$
|
2.32
|
|
|
$
|
2.20
|
|
|
For the Years Ended December 31,
|
|||||
|
2017
|
|
2016
|
|
2015
|
|
Weighted average number of common shares outstanding
|
62,668
|
|
64,033
|
|
65,719
|
|
Director Plan and deferred stock units
|
157
|
|
162
|
|
210
|
|
ESOP
|
91
|
|
101
|
|
91
|
|
Common shares outstanding—basic
|
62,916
|
|
64,296
|
|
66,020
|
|
Dilutive effect of restricted stock awards
|
384
|
|
150
|
|
255
|
|
Dilutive effect of stock option awards
|
880
|
|
712
|
|
1,209
|
|
Common and potential common shares outstanding—diluted
|
64,180
|
|
65,158
|
|
67,484
|
|
|
Foreign
Currency Items |
|
Cash Flow
Hedging Derivatives |
|
Retirement Benefit Plan Activity
|
|
Accumulated Other
Comprehensive Loss |
||||||||
Balance as of December 31, 2016
|
$
|
(84,133
|
)
|
|
$
|
296
|
|
|
—
|
|
|
$
|
(83,837
|
)
|
|
Reclassification to the income statement
|
—
|
|
|
(1,565
|
)
|
|
—
|
|
|
(1,565
|
)
|
||||
Change in fair value
|
41,691
|
|
|
1,235
|
|
|
$
|
(3,153
|
)
|
|
39,773
|
|
|||
Balance as of December 31, 2017
|
$
|
(42,442
|
)
|
|
$
|
(34
|
)
|
|
$
|
(3,153
|
)
|
|
$
|
(45,629
|
)
|
Derivatives in Cash
Flow Hedging Relationships
|
Location of Gain
Reclassified from
Accumulated OCI
into Income
|
|
For the Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||||
Foreign currency contracts
|
Other expense, net
|
|
$
|
1,410
|
|
|
$
|
1,325
|
|
Foreign currency contracts
|
Cost of sales
|
|
155
|
|
|
3,318
|
|
||
Total
|
|
|
$
|
1,565
|
|
|
$
|
4,643
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
61,645
|
|
|
$
|
66,414
|
|
|
$
|
63,548
|
|
Interest and operating expenses
|
7,590
|
|
|
6,182
|
|
|
4,738
|
|
|||
Net income
|
$
|
54,055
|
|
|
$
|
60,232
|
|
|
$
|
58,810
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Finance receivables, net
|
$
|
518,199
|
|
|
$
|
479,944
|
|
Other assets
|
96
|
|
|
200
|
|
||
Total Assets
|
$
|
518,295
|
|
|
$
|
480,144
|
|
Notes payable
|
$
|
337,050
|
|
|
$
|
288,275
|
|
Other liabilities
|
3,717
|
|
|
3,851
|
|
||
Partners’ capital
|
177,528
|
|
|
188,018
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
518,295
|
|
|
$
|
480,144
|
|
|
Capital
Leases |
|
Operating
Leases |
||||
2018
|
$
|
2,124
|
|
|
$
|
35,028
|
|
2019
|
2,165
|
|
|
29,633
|
|
||
2020
|
2,336
|
|
|
23,443
|
|
||
2021
|
2,327
|
|
|
16,253
|
|
||
2022
|
2,070
|
|
|
10,680
|
|
||
Thereafter
|
14,172
|
|
|
17,114
|
|
||
Total future minimum lease obligation
|
$
|
25,194
|
|
|
$
|
132,151
|
|
Foreign Currency
|
|
Notional Amounts
(in U.S. dollars)
|
|
Net Unrealized Loss
|
||||
Australian Dollar
|
|
$
|
24,250
|
|
|
$
|
(134
|
)
|
Canadian Dollar
|
|
94,292
|
|
|
(159
|
)
|
||
Mexican Peso
|
|
9,999
|
|
|
(133
|
)
|
||
Total
|
|
$
|
128,541
|
|
|
$
|
(426
|
)
|
|
Carrying Values of Derivative Instruments as of December 31, 2017
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
621
|
|
|
$
|
(1,047
|
)
|
|
$
|
(426
|
)
|
Total derivatives designated as hedging instruments
|
$
|
621
|
|
|
$
|
(1,047
|
)
|
|
$
|
(426
|
)
|
Total derivatives
|
$
|
621
|
|
|
$
|
(1,047
|
)
|
|
$
|
(426
|
)
|
|
Carrying Values of Derivative Instruments as of December 31, 2016
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
2,128
|
|
|
$
|
(1,830
|
)
|
|
$
|
298
|
|
Total derivatives designated as hedging instruments
|
$
|
2,128
|
|
|
$
|
(1,830
|
)
|
|
$
|
298
|
|
Total derivatives
|
$
|
2,128
|
|
|
$
|
(1,830
|
)
|
|
$
|
298
|
|
(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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
|
|
|
|
|
||||||
ORV/Snowmobiles
|
$
|
3,570,753
|
|
|
$
|
3,283,890
|
|
|
$
|
3,646,891
|
|
Motorcycles
|
576,068
|
|
|
699,171
|
|
|
688,261
|
|
|||
Global Adjacent Markets
|
396,764
|
|
|
341,937
|
|
|
312,100
|
|
|||
Aftermarket
|
884,892
|
|
|
191,631
|
|
|
72,038
|
|
|||
Total sales
|
5,428,477
|
|
|
4,516,629
|
|
|
4,719,290
|
|
|||
Gross profit
|
|
|
|
|
|
||||||
ORV/Snowmobiles
|
1,054,557
|
|
|
907,597
|
|
|
1,170,835
|
|
|||
Motorcycles
|
16,697
|
|
|
87,538
|
|
|
91,881
|
|
|||
Global Adjacent Markets
|
94,920
|
|
|
95,149
|
|
|
84,211
|
|
|||
Aftermarket
|
225,498
|
|
|
46,289
|
|
|
25,174
|
|
|||
Corporate
|
(67,021
|
)
|
|
(30,950
|
)
|
|
(33,059
|
)
|
|||
Total gross profit
|
$
|
1,324,651
|
|
|
$
|
1,105,623
|
|
|
$
|
1,339,042
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
4,327,579
|
|
|
$
|
3,557,228
|
|
|
$
|
3,688,980
|
|
Canada
|
375,580
|
|
|
307,094
|
|
|
378,725
|
|
|||
Other foreign countries
|
725,318
|
|
|
652,307
|
|
|
651,585
|
|
|||
Consolidated sales
|
$
|
5,428,477
|
|
|
$
|
4,516,629
|
|
|
$
|
4,719,290
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
United States
|
$
|
653,023
|
|
|
$
|
637,632
|
|
Other foreign countries
|
94,166
|
|
|
89,964
|
|
||
Consolidated property and equipment, net
|
$
|
747,189
|
|
|
$
|
727,596
|
|
|
|
Year ended December 31, 2017
|
||
Contract termination charges
|
|
$
|
21,632
|
|
Asset impairment charges
|
|
18,760
|
|
|
Inventory charges
|
|
10,169
|
|
|
Other costs
|
|
9,231
|
|
|
Total
|
|
$
|
59,792
|
|
|
Contract termination charges
|
|
Inventory charges
|
|
Other costs
|
|
Total
|
||||||||
Reserves balance as of January 1, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Expenses
|
$
|
21,632
|
|
|
$
|
10,169
|
|
|
$
|
9,231
|
|
|
$
|
41,032
|
|
Cash payments / scrapped inventory
|
(18,445
|
)
|
|
(9,392
|
)
|
|
(7,550
|
)
|
|
(35,387
|
)
|
||||
Reserves balance as of December 31, 2017
|
$
|
3,187
|
|
|
$
|
777
|
|
|
$
|
1,681
|
|
|
$
|
5,645
|
|
|
Sales
|
|
Gross profit
|
|
Net income
|
|
Diluted net income per share
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
1,153,782
|
|
|
$
|
242,491
|
|
|
$
|
(2,911
|
)
|
|
$
|
(0.05
|
)
|
Second Quarter
|
1,364,920
|
|
|
350,386
|
|
|
62,041
|
|
|
0.97
|
|
||||
Third Quarter
|
1,478,726
|
|
|
363,962
|
|
|
81,888
|
|
|
1.28
|
|
||||
Fourth Quarter
|
1,431,049
|
|
|
367,812
|
|
|
31,474
|
|
|
0.49
|
|
||||
Totals
|
$
|
5,428,477
|
|
|
$
|
1,324,651
|
|
|
$
|
172,492
|
|
|
$
|
2.69
|
|
2016
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
982,996
|
|
|
$
|
247,578
|
|
|
$
|
46,889
|
|
|
$
|
0.71
|
|
Second Quarter
|
1,130,777
|
|
|
284,503
|
|
|
71,166
|
|
|
1.09
|
|
||||
Third Quarter
|
1,185,067
|
|
|
260,770
|
|
|
32,312
|
|
|
0.50
|
|
||||
Fourth Quarter
|
1,217,789
|
|
|
312,772
|
|
|
62,581
|
|
|
0.97
|
|
||||
Totals
|
$
|
4,516,629
|
|
|
$
|
1,105,623
|
|
|
$
|
212,948
|
|
|
$
|
3.27
|
|
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 14, 2018
|
|
Scott W. Wine
|
|
||
|
|
|
|
/
S
/ M
ICHAEL
T. S
PEETZEN
|
Executive Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 14, 2018
|
|
Michael T. Speetzen
|
|
||
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
George W. Bilicic
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
Annette K. Clayton
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
Kevin M. Farr
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
Gary E. Hendrickson
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
Gwenne A. Henricks
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
Bernd F. Kessler
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2018
|
|
Lawrence D. Kingsley
|
|
|
|
|
|
|
|
*
|
Lead Director
|
February 14, 2018
|
|
John P. Wiehoff
|
|
|
|
|
|
|
|
*By:
|
/s/ S
COTT
W. W
INE
|
|
February 14, 2018
|
|
(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)
|
|
|
|
||||||||||||||||
2015: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
7,424
|
|
|
$
|
2,169
|
|
|
$
|
59
|
|
|
$
|
(1,008
|
)
|
|
$
|
8,644
|
|
2016: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
8,644
|
|
|
$
|
7,085
|
|
|
$
|
4,644
|
|
|
$
|
(934
|
)
|
|
$
|
19,439
|
|
2017: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
19,439
|
|
|
$
|
(965
|
)
|
|
$
|
—
|
|
|
$
|
(7,560
|
)
|
|
$
|
10,914
|
|
(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)
|
|
|
|
||||||||||||||||
2015: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
26,171
|
|
|
$
|
21,648
|
|
|
$
|
1,942
|
|
|
$
|
(13,492
|
)
|
|
$
|
36,269
|
|
2016: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
36,269
|
|
|
$
|
19,770
|
|
|
$
|
5,165
|
|
|
$
|
(16,029
|
)
|
|
$
|
45,175
|
|
2017: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
45,175
|
|
|
$
|
36,150
|
|
|
$
|
—
|
|
|
$
|
(34,206
|
)
|
|
$
|
47,119
|
|
(2)
|
Inventory disposals, net of recoveries.
|
1.
|
Section 1.18 of the Plan (titled “Eligible Executive”) is amended to read as follows:
|
2.
|
Section 3.01 of the Plan (titled “Filing Requirements”) is amended by amending subsection (c)(iii) thereof to read as follows:
|
3.
|
Section 3.06 of the Plan (titled “Timing of Deferral Elections”) is amended by amending subsection (b) thereof to read as follows:
|
Number of Restricted Stock Units Granted:
|
30,000
|
|
Grant Date:
|
November 6, 2017
|
|
Vesting Schedule:
|
Vesting Date
|
Number of Units That Vest
|
|
March 31, 2019
|
2,500
|
|
June 30, 2019
|
2,500
|
|
September 30, 2019
|
2,500
|
|
December 31, 2019
|
2,500
|
|
March 31, 2020
|
2,500
|
|
June 30, 2020
|
2,500
|
|
September 30, 2020
|
2,500
|
|
December 31, 2020
|
2,500
|
|
March 31, 2021
|
2,500
|
|
June 30, 2021
|
2,500
|
|
September 30, 2021
|
2,500
|
|
December 31, 2021
|
2,500
|
|
EMPLOYEE
|
|
POLARIS INDUSTRIES INC.
|
Agreed:
|
/s/ Christopher Musso
|
|
/s/ James P. Williams
|
|
Name: Christopher Musso
|
|
James P. Williams
|
|
|
|
Senior Vice President, Chief Human Resources Officer
|
1.
|
Award of Restricted Stock Units
.
The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of the number of Restricted Stock Units identified on the cover page of this Agreement (the "Units"). Each Unit represents the right to receive one Share of the Company’s common stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.
|
2.
|
Restrictions Applicable to Units
.
Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 2 shall be void and ineffective. The Units and your right to receive Shares in settlement of the Units under this Agreement shall be subject to forfeiture except to extent the Units have vested as provided in Section 4.
|
3.
|
No Shareholder Rights
. The Units subject to this Award do not entitle you to any rights of a shareholder of the Company’s common stock. You will not have any of the rights of a shareholder of the Company in connection with the grant of Units subject to this Agreement unless and until Shares are issued to you upon settlement of the Units as provided in Section 5.
|
4.
|
Vesting and Forfeiture of Units
.
The Units shall vest at the earliest of the following times and to the degree specified. For purposes of this Agreement, use of the terms “employment” and “employed” refers to providing services to the Company and its Affiliates in the capacity of an Employee, Nonemployee Director or Third-Party Service Provider.
|
(a)
|
Scheduled Vesting
. The Units shall vest in accordance with the Vesting Schedule set forth on the cover page to this Agreement, so long as your employment has been continuous since the Grant Date. Notwithstanding the foregoing, if you experience an involuntary termination of employment for reasons other than Cause, or terminate your employment for Good Reason (as defined below), then all of the Units subject to this Award shall vest as of the termination date.
|
(b)
|
Change of Control
. If a Change of Control occurs while you continue to be employed and before all of the Units have otherwise vested in accordance with the Vesting Schedule, then the following shall apply:
|
(1)
|
If this Award is continued, assumed or replaced in connection with a Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Change of Control, then all of the Units subject to this Award shall vest as of the termination date.
|
(2)
|
If this Award is not continued, assumed or replaced in connection with a Change of Control, then all of the Units subject to this Award shall vest as of the date of the Change of Control.
|
(c)
|
Forfeiture of Unvested Units
. If your employment terminates prior to the final scheduled Vesting Date under circumstances other than as set forth in Sections 4(a) and 4(b), all unvested Units shall immediately be forfeited.
|
5.
|
Settlement of Units
.
After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than the later of (i) the end of the calendar year in which such Units vest or (ii) the 15
th
day of the third calendar month after the vesting date), cause to be issued and delivered to you, or to your designated beneficiary or estate in the event of your death, one Share in payment and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided, or by the electronic delivery of the Shares to a designated brokerage account, shall be subject to satisfaction of withholding tax obligations as provided in Section 6 and compliance with all applicable legal requirements as provided in Section 21.6 of the Plan, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issuance and delivery of the Shares to you, and all fees and expenses incurred by it in connection therewith.
|
6.
|
Withholding Taxes
.
The Company will notify you of the amount of any federal, state, local or foreign withholding taxes (including social insurance contributions) that must be paid in connection with the vesting or settlement of the Units. The Company (or any Affiliate employing you) may deduct such amount from your regular salary payments or other compensation otherwise due and owing to you. If the full amount of the withholding taxes cannot be timely recovered in this manner, you must immediately remit the deficiency to the Company upon the receipt of the Company’s notice. If you wish to satisfy some or all of such withholding taxes by delivering Shares you already own or by having the Company retain a portion of the Shares that would otherwise be issued to you in settlement of vested Units, you must make such a request in accordance with Section 19.2 of the Plan which shall be subject to approval by the Committee. The Company may withhold the issuance to you of any and all Shares to which you are otherwise entitled under this Agreement until you have satisfied the applicable tax withholding obligations.
|
7.
|
Compensation Recovery
.
Notwithstanding any other provision of this Agreement, this Award and any Shares or cash received in settlement thereof shall, to the extent applicable, be subject to (i) the Company’s Policy Regarding Executive Incentive Compensation Recoupment as in effect from time to time, including any amendments or revisions thereto adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and the rules promulgated by the Securities and Exchange Commission and the New York Stock Exchange thereunder; and (ii) forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the Sarbanes-Oxley Act of 2002 if you are one of the individuals expressly subject to such Section 304 or if you knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct which resulted in material noncompliance by the Company with any financial reporting requirement under the securities laws and as a result of which the Company was required to prepare an accounting restatement.
|
8.
|
Governing Plan Document
. This Agreement and Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
|
9.
|
Binding Effect
.
This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
|
10.
|
Entire Agreement; Amendment; Severability
.
This Agreement and the Plan embody the entire understanding of the parties regarding the subject matter hereof and shall supersede all prior agreements and understandings, oral or written, between the parties with respect thereto. Except as otherwise provided in Section 17.4 of the Plan, no change, alteration or modification of this Agreement may adversely affect in any material way your rights under this Agreement without your prior written consent. If any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby.
|
11.
|
Certain References
.
References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Units may be transferred by will or the laws of descent and distribution, shall be deemed to include such person or persons.
|
12.
|
Notices
.
Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including electronically) to the party for whom it is intended at such address as may from time to time be
|
13.
|
Choice of Law
. This Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).
|
14.
|
Section 409A
.
Nothwithstanding any other provision of this Agreement, to the extent this Award constitutes a deferral of compensation subject to Code Section 409A:
|
(a)
|
For purposes of any amount that becomes vested and payable upon a termination of employment, a termination of employment will be deemed to have occurred only at such time as you have experienced a “separation from service” as such term is defined for purposes of Code Section 409A.
|
(b)
|
If any amount subject to this Award shall become vested and payable as a result of your separation from service at such time as you are a “specified employee” within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after your separation from service or (ii) your death. Unless the Committee has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified in accordance with the default provisions specified under Code Section 409A.
|
(c)
|
A Change of Control shall be deemed to have occurred only after giving effect to the last sentence of Section 2.7 of the Plan.
|
15.
|
Electronic Delivery and Acceptance
. The Company may deliver any documents related to this Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.
|
16.
|
Appendix
. This Award and the Shares acquired under the Plan upon settlement of the Units shall be subject to any and all special terms and provisions, if any, as set forth in the Appendix for your country of residence, which Appendix is incorporated into and made a part of this Agreement.
|
1.
|
Consulting Arrangement.
|
Very truly yours,
|
/s/ Scott W. Wine
|
Scott Wine
|
Chairman & Chief Executive Officer
|
Accepted and Confirmed:
|
Date: January 2, 2018
|
/s/ Stacy Bogart
|
Stacy Bogart
|
|
POLARIS INDUSTRIES INC.
|
|
EMPLOYEE
|
By:
|
/s/ Stacy Bogart
|
|
/s/ Christopher Musso
|
|
Stacy Bogart
|
|
Name: Christopher Musso
|
|
Senior Vice President, General Counsel
|
|
|
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
|
BAIC TAP Off-Road Vehicle Technology Company Limited
|
|
China
|
Carmax SAS
|
|
France
|
Carmetal SAS
|
|
France
|
Compagnie Industrielle du Vencors SAS
|
|
France
|
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
|
Mega Production S.A.
|
|
France
|
North Pole Star, LLC
|
|
Mexico
|
North 54 Insurance Company
|
|
Hawaii
|
Polaris Acceptance (50%)
|
|
Illinois
|
Polaris Acceptance Inc.
|
|
Minnesota
|
Polaris Britain Limited
|
|
United Kingdom
|
Polaris Canada Holdco LP
|
|
Canada
|
Polaris Direct Inc.
|
|
Minnesota
|
Polaris EMEA Support Center Sp. z.o.o.
|
|
Poland
|
Polaris Experience, LLC
|
|
Minnesota
|
Polaris Finance Co Sarl
|
|
Luxembourg
|
Polaris France Holdco SNC
|
|
France
|
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 Limited China
|
|
China
|
Polaris Luxembourg I Sarl
|
|
Luxembourg
|
Polaris Luxembourg II Sarl
|
|
Luxembourg
|
Polaris Norway AS
|
|
Norway
|
Polaris of Brazil Import and Trade of Vehicles and Motorcycles LLC
|
|
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
|
Premier O.E.M. Inc.
|
|
Wisconsin
|
Primordial, Inc.
|
|
Delaware
|
SCI GEB
|
|
France
|
Shanghai Yi Zing Power Technology Co. Ltd.
|
|
China
|
swissauto powersport LLC
|
|
Switzerland
|
TAP Automotive Holdings, LLC
|
|
Delaware
|
TAP Automotive Holdings Canada, Inc.
|
|
Canada
|
TAP Manufacturing, LLC
|
|
Delaware
|
TAP Off Road Investment Company, Ltd.
|
|
Hong Kong
|
TAP Worldwide, LLC
|
|
Delaware
|
Taylor-Dunn Manufacturing Company
|
|
California
|
Teton Outfitters, LLC
|
|
Idaho
|
Transamerican (NINGBO) Automotive Technology Co. Ltd.
|
|
China
|
Victory Motorcycles Australia Pty Ltd
|
|
Australia
|
|
|
|
|
|
|
POLARIS INDUSTRIES INC.
|
|
|
|
By
|
/s/ Scott W. Wine
|
|
Scott W. Wine
Chairman and Chief Executive Officer
|
/s/ George W. Bilicic
|
|
/s/ Bernd F. Kessler
|
George W. Bilicic
|
|
Bernd F. Kessler
|
|
|
|
/s/ Annette K. Clayton
|
|
/s/ Lawrence D. Kingsley
|
Annette K. Clayton
|
|
Lawrence D. Kingsley
|
|
|
|
/s/ Kevin M. Farr
|
|
/s/ John P. Wiehoff
|
Kevin M. Farr
|
|
John P. Wiehoff
|
|
|
|
/s/ Gary E. Hendrickson
|
|
/s/ Scott W. Wine
|
Gary E. Hendrickson
|
|
Scott W. Wine
|
|
|
|
/s/ Gwenne A. Henricks
|
|
|
Gwenne A. Henricks
|
|
|
|
|
|
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, 2017
(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, 2017
(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
|