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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, 2018
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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.
2018 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
|
Scott W. Wine
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51
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Chairman of the Board of Directors and Chief Executive Officer
|
Michael T. Speetzen
|
|
49
|
|
Executive Vice President—Finance and Chief Financial Officer
|
Kenneth J. Pucel
|
|
52
|
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Executive Vice President—Global Operations, Engineering and Lean
|
Lucy Clark Dougherty
|
|
49
|
|
Senior Vice President—General Counsel, Compliance Officer and Secretary
|
Robert P. Mack
|
|
49
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Senior Vice President—Corporate Development and Strategy, and President—Adjacent Markets
|
James P. Williams
|
|
56
|
|
Senior Vice President—Chief Human Resources Officer
|
Michael D. Dougherty
|
|
51
|
|
President—International
|
Stephen L. Eastman
|
|
54
|
|
President—Aftermarket/Parts, Garments and Accessories
|
Christopher S. Musso
|
|
44
|
|
President—Off-Road Vehicles
|
•
|
political and economic instability;
|
•
|
increased costs of customizing products for foreign countries;
|
•
|
the imposition of additional U.S. and foreign governmental controls or regulations, including the United States Foreign Corrupt Practices Act;
|
•
|
withdrawal from or revision to international trade agreements;
|
•
|
the imposition or increases in import and export licensing and other compliance requirements, customs duties and tariffs, import and export quotas and other trade restrictions, license obligations, and other non-tariff barriers to trade;
|
•
|
the imposition of U.S. and/or international sanctions against a country, company, person, or entity with whom we do business that would restrict or prohibit our business with the sanctioned country, company, person, or entity;
|
•
|
international pricing pressures;
|
•
|
laws and business practices favoring local companies;
|
•
|
adverse currency exchange rate fluctuations;
|
•
|
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
higher tax rates and potentially adverse tax consequences
|
•
|
fluctuations in our operating performance based on our geographic mix of sales;
|
•
|
transportation delays and interruptions;
|
•
|
national and international conflicts, including foreign policy changes or terrorist acts;
|
•
|
difficulties in protecting, enforcing or defending intellectual property rights; and
|
•
|
multiple, changing, and often inconsistent enforcement of laws, rules, and regulations, including rules relating to environmental, health, and safety matters.
|
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
|
Elkhart, Indiana
|
|
Wholegoods manufacturing
|
|
Owned
|
|
822,000
|
Syracuse, Indiana
|
|
Wholegoods manufacturing
|
|
Owned
|
|
265,000
|
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
|
Monticello, Minnesota
|
|
Component parts manufacturing
|
|
Owned
|
|
109,000
|
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
|
Plymouth, Minnesota
|
|
Office facility
|
|
Primarily owned
|
|
175,000
|
Winnipeg, Canada
|
|
Office facility
|
|
Leased
|
|
15,000
|
Rolle, Switzerland
|
|
Office facility
|
|
Leased
|
|
8,000
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Polaris Industries Inc.
|
$
|
100.00
|
|
|
$
|
105.27
|
|
|
$
|
60.79
|
|
|
$
|
59.74
|
|
|
$
|
92.12
|
|
|
$
|
58.25
|
|
S&P Midcap 400 Index
|
100.00
|
|
|
109.77
|
|
|
107.38
|
|
|
129.65
|
|
|
150.71
|
|
|
134.01
|
|
||||||
Recreational Vehicles Industry Group Index—Morningstar Group
|
100.00
|
|
|
99.47
|
|
|
72.42
|
|
|
100.86
|
|
|
128.05
|
|
|
68.45
|
|
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, 2018
|
601,000
|
|
|
$
|
87.65
|
|
|
601,000
|
|
|
3,765,000
|
November 1–30, 2018
|
513,000
|
|
|
95.33
|
|
|
513,000
|
|
|
3,252,000
|
|
December 1–31, 2018
|
1,000
|
|
|
96.94
|
|
|
1,000
|
|
|
3,251,000
|
|
Total
|
1,115,000
|
|
|
$
|
91.19
|
|
|
1,115,000
|
|
|
3,251,000
|
(1)
|
The Board of Directors has authorized the cumulative repurchase of up to an aggregate of
90.5 million
shares of the Company’s common stock (the “Program”), including the most recent authorization that added 7.5 million shares announced on January 28, 2016. Of that total,
87.2 million
shares have been repurchased cumulatively from 1996 through
December 31, 2018
. This Program does not have an expiration date.
|
|
For the Years Ended December 31,
|
||||||||||||||
(Dollars in millions, except per-share data)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||||||
Sales Data:
|
|
|
|
|
|
||||||||||
Total sales
|
$
|
6,078.5
|
|
$
|
5,428.5
|
|
$
|
4,516.6
|
|
$
|
4,719.3
|
|
$
|
4,479.6
|
|
Percent change from prior year
|
12
|
%
|
20
|
%
|
(4
|
)%
|
5
|
%
|
19
|
%
|
|||||
Gross Profit Data:
|
|
|
|
|
|
||||||||||
Total gross profit
|
$
|
1,501.2
|
|
$
|
1,324.7
|
|
$
|
1,105.6
|
|
$
|
1,339.0
|
|
$
|
1,319.2
|
|
Percent of sales
|
24.7
|
%
|
24.4
|
%
|
24.5
|
%
|
28.4
|
%
|
29.4
|
%
|
|||||
Operating Expense Data:
|
|
|
|
|
|
||||||||||
Total operating expenses
|
$
|
1,101.2
|
|
$
|
1,041.3
|
|
$
|
833.8
|
|
$
|
692.2
|
|
$
|
666.2
|
|
Percent of sales
|
18.1
|
%
|
19.2
|
%
|
18.5
|
%
|
14.7
|
%
|
14.9
|
%
|
|||||
Operating Income Data:
|
|
|
|
|
|
||||||||||
Total operating income
|
$
|
487.4
|
|
$
|
359.7
|
|
$
|
350.3
|
|
$
|
716.1
|
|
$
|
714.7
|
|
Percent of sales
|
8.0
|
%
|
6.6
|
%
|
7.8
|
%
|
15.2
|
%
|
16.0
|
%
|
|||||
Net Income Data:
|
|
|
|
|
|
||||||||||
Net income
|
$
|
335.3
|
|
$
|
172.5
|
|
$
|
212.9
|
|
$
|
455.4
|
|
$
|
454.0
|
|
Percent of sales
|
5.5
|
%
|
3.2
|
%
|
4.7
|
%
|
9.6
|
%
|
10.1
|
%
|
|||||
Diluted net income per share
|
$
|
5.24
|
|
$
|
2.69
|
|
$
|
3.27
|
|
$
|
6.75
|
|
$
|
6.65
|
|
Cash Flow Data:
|
|
|
|
|
|
||||||||||
Cash flow provided by continuing operations
|
$
|
477.1
|
|
$
|
585.4
|
|
$
|
589.6
|
|
$
|
440.2
|
|
$
|
529.3
|
|
Purchase of property and equipment
|
225.4
|
|
184.4
|
|
209.1
|
|
249.5
|
|
205.1
|
|
|||||
Repurchase and retirement of common stock
|
348.7
|
|
90.5
|
|
245.8
|
|
293.6
|
|
81.8
|
|
|||||
Cash dividends to shareholders
|
149.0
|
|
145.4
|
|
140.3
|
|
139.3
|
|
126.9
|
|
|||||
Cash dividends per share
|
$
|
2.40
|
|
$
|
2.32
|
|
$
|
2.20
|
|
$
|
2.12
|
|
$
|
1.92
|
|
Balance Sheet Data (at end of year):
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
161.2
|
|
$
|
138.3
|
|
$
|
127.3
|
|
$
|
155.3
|
|
$
|
137.6
|
|
Current assets
|
1,485.7
|
|
1,253.5
|
|
1,191.0
|
|
1,152.9
|
|
1,096.6
|
|
|||||
Total assets
|
4,124.9
|
|
3,089.6
|
|
3,099.6
|
|
2,385.7
|
|
2,074.9
|
|
|||||
Current liabilities
|
1,197.4
|
|
1,130.3
|
|
959.8
|
|
826.8
|
|
850.8
|
|
|||||
Long-term debt and capital lease obligations
|
1,896.0
|
|
865.3
|
|
1,138.1
|
|
456.4
|
|
223.6
|
|
|||||
Shareholders’ equity
|
867.0
|
|
931.7
|
|
867.0
|
|
981.5
|
|
861.3
|
|
|
Percent change in total Company sales compared to the prior year
|
||||
|
2018
|
|
2017
|
||
Volume
|
4
|
%
|
|
4
|
%
|
Product mix and price
|
3
|
|
|
1
|
|
Acquisitions
|
5
|
|
|
15
|
|
Currency
|
—
|
|
|
—
|
|
|
12
|
%
|
|
20
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2018
|
|
Percent of
Sales |
|
2017
|
|
Percent of
Sales |
|
Percent
Change 2018 vs. 2017 |
|
2016
|
|
Percent of
Sales |
|
Percent
Change 2017 vs. 2016 |
|||||||||||
ORV/Snowmobiles
|
$
|
3,919.4
|
|
|
64
|
%
|
|
$
|
3,570.8
|
|
|
66
|
%
|
|
10
|
%
|
|
$
|
3,283.9
|
|
|
73
|
%
|
|
9
|
%
|
Motorcycles
|
545.6
|
|
|
9
|
%
|
|
576.0
|
|
|
11
|
%
|
|
(5
|
)%
|
|
699.2
|
|
|
15
|
%
|
|
(18
|
)%
|
|||
Global Adjacent Markets
|
444.6
|
|
|
7
|
%
|
|
396.8
|
|
|
7
|
%
|
|
12
|
%
|
|
341.9
|
|
|
8
|
%
|
|
16
|
%
|
|||
Aftermarket
|
889.2
|
|
|
15
|
%
|
|
884.9
|
|
|
16
|
%
|
|
0
|
%
|
|
191.6
|
|
|
4
|
%
|
|
362
|
%
|
|||
Boats
|
279.7
|
|
|
5
|
%
|
|
—
|
|
|
—
|
%
|
|
NM
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||
Total Sales
|
$
|
6,078.5
|
|
|
100
|
%
|
|
$
|
5,428.5
|
|
|
100
|
%
|
|
12
|
%
|
|
$
|
4,516.6
|
|
|
100
|
%
|
|
20
|
%
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2018
|
|
Percent of Total Sales
|
|
2017
|
|
Percent of Total Sales
|
|
Percent Change 2018 vs. 2017
|
|
2016
|
|
Percent of Total Sales
|
|
Percent Change 2017 vs. 2016
|
|||||||||||
United States
|
$
|
4,883.8
|
|
|
80
|
%
|
|
$
|
4,327.6
|
|
|
80
|
%
|
|
13
|
%
|
|
$
|
3,557.2
|
|
|
79
|
%
|
|
22
|
%
|
Canada
|
390.2
|
|
|
7
|
%
|
|
375.6
|
|
|
7
|
%
|
|
4
|
%
|
|
307.1
|
|
|
7
|
%
|
|
22
|
%
|
|||
Other foreign countries
|
804.5
|
|
|
13
|
%
|
|
725.3
|
|
|
13
|
%
|
|
11
|
%
|
|
652.3
|
|
|
14
|
%
|
|
11
|
%
|
|||
Total sales
|
$
|
6,078.5
|
|
|
100
|
%
|
|
$
|
5,428.5
|
|
|
100
|
%
|
|
12
|
%
|
|
$
|
4,516.6
|
|
|
100
|
%
|
|
20
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2018
|
|
Percent of Total Cost of Sales
|
|
2017
|
|
Percent of Total Cost of Sales
|
|
Change 2018 vs. 2017
|
|
2016
|
|
Percent of
Total Cost of Sales |
|
Change 2017 vs. 2016
|
|||||||||||
Purchased materials and services
|
$
|
3,978.1
|
|
|
87
|
%
|
|
$
|
3,526.0
|
|
|
86
|
%
|
|
13
|
%
|
|
$
|
2,840.8
|
|
|
83
|
%
|
|
24
|
%
|
Labor and benefits
|
358.5
|
|
|
8
|
%
|
|
292.6
|
|
|
7
|
%
|
|
23
|
%
|
|
250.7
|
|
|
7
|
%
|
|
17
|
%
|
|||
Depreciation and amortization
|
135.7
|
|
|
3
|
%
|
|
139.5
|
|
|
3
|
%
|
|
(3
|
)%
|
|
124.5
|
|
|
4
|
%
|
|
12
|
%
|
|||
Warranty costs
|
105.0
|
|
|
2
|
%
|
|
145.7
|
|
|
4
|
%
|
|
(28
|
)%
|
|
195.0
|
|
|
6
|
%
|
|
(25
|
)%
|
|||
Total cost of sales
|
$
|
4,577.3
|
|
|
100
|
%
|
|
$
|
4,103.8
|
|
|
100
|
%
|
|
12
|
%
|
|
$
|
3,411.0
|
|
|
100
|
%
|
|
20
|
%
|
Percentage of sales
|
75.3
|
%
|
|
|
|
75.6
|
%
|
|
|
|
-29 basis
|
|
|
75.5
|
%
|
|
|
|
+8 basis
|
|
||||||
|
|
|
|
|
|
|
|
|
points
|
|
|
|
|
|
|
points
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2018
|
|
Percent of Sales
|
|
2017
|
|
Percent of Sales
|
|
Change
2018 vs.
2017
|
|
2016
|
|
Percent of Sales
|
|
Change
2017 vs.
2016
|
|||||||||||
ORV/Snowmobiles
|
$
|
1,113.9
|
|
|
28.4
|
%
|
|
$
|
1,054.6
|
|
|
29.5
|
%
|
|
6
|
%
|
|
$
|
907.6
|
|
|
27.6
|
%
|
|
16
|
%
|
Motorcycles
|
63.0
|
|
|
11.6
|
%
|
|
16.7
|
|
|
2.9
|
%
|
|
277
|
%
|
|
87.5
|
|
|
12.5
|
%
|
|
(81
|
)%
|
|||
Global Adjacent Markets
|
116.6
|
|
|
26.2
|
%
|
|
94.9
|
|
|
23.9
|
%
|
|
23
|
%
|
|
95.1
|
|
|
27.8
|
%
|
|
0
|
%
|
|||
Aftermarket
|
234.4
|
|
|
26.4
|
%
|
|
225.5
|
|
|
25.5
|
%
|
|
4
|
%
|
|
46.3
|
|
|
24.2
|
%
|
|
387
|
%
|
|||
Boats
|
46.3
|
|
|
16.5
|
%
|
|
—
|
|
|
—
|
%
|
|
NM
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||
Corporate
|
(73.0
|
)
|
|
|
|
(67.0
|
)
|
|
|
|
9
|
%
|
|
(30.9
|
)
|
|
|
|
117
|
%
|
||||||
Total gross profit dollars
|
$
|
1,501.2
|
|
|
|
|
$
|
1,324.7
|
|
|
|
|
13
|
%
|
|
$
|
1,105.6
|
|
|
|
|
20
|
%
|
|||
Percentage of sales
|
24.7
|
%
|
|
|
|
24.4
|
%
|
|
|
|
+29 basis points
|
|
|
24.5
|
%
|
|
|
|
-8 basis points
|
|
||||||
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Change
2018 vs. 2017 |
|
2016
|
|
Change
2017 vs. 2016 |
||||||||
Selling and marketing
|
$
|
491.8
|
|
|
$
|
471.8
|
|
|
4
|
%
|
|
$
|
342.2
|
|
|
38
|
%
|
Research and development
|
259.7
|
|
|
238.3
|
|
|
9
|
%
|
|
185.1
|
|
|
29
|
%
|
|||
General and administrative
|
349.7
|
|
|
331.2
|
|
|
6
|
%
|
|
306.5
|
|
|
8
|
%
|
|||
Total operating expenses
|
$
|
1,101.2
|
|
|
$
|
1,041.3
|
|
|
6
|
%
|
|
$
|
833.8
|
|
|
25
|
%
|
Percentage of sales
|
18.1
|
%
|
|
19.2
|
%
|
|
-107 basis points
|
|
|
18.5
|
%
|
|
+72 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Change
2018 vs. 2017 |
|
2016
|
|
Change
2017 vs. 2016 |
||||||||
Income from Polaris Acceptance joint venture
|
$
|
30.4
|
|
|
$
|
27.3
|
|
|
11
|
%
|
|
$
|
31.1
|
|
|
(12
|
)%
|
Income from retail credit agreements
|
46.3
|
|
|
37.5
|
|
|
23
|
%
|
|
41.8
|
|
|
(10
|
)%
|
|||
Income from other financial services activities
|
10.7
|
|
|
11.5
|
|
|
(7
|
)%
|
|
5.6
|
|
|
105
|
%
|
|||
Total income from financial services
|
$
|
87.4
|
|
|
$
|
76.3
|
|
|
15
|
%
|
|
$
|
78.5
|
|
|
(3
|
)%
|
Percentage of sales
|
1.4
|
%
|
|
1.4
|
%
|
|
+3 basis points
|
|
|
1.7
|
%
|
|
-33 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions except per share data)
|
2018
|
|
2017
|
|
Change
2018 vs. 2017 |
|
2016
|
|
Change
2017 vs. 2016 |
||||||||
Interest expense
|
$
|
57.0
|
|
|
$
|
32.2
|
|
|
77
|
%
|
|
$
|
16.3
|
|
|
97
|
%
|
Equity in loss of other affiliates
|
$
|
29.3
|
|
|
$
|
6.8
|
|
|
333
|
%
|
|
$
|
6.9
|
|
|
(2
|
)%
|
Other (income) expense, net
|
$
|
(28.1
|
)
|
|
$
|
2.0
|
|
|
NM
|
|
|
$
|
13.8
|
|
|
(86
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
$
|
429.2
|
|
|
$
|
318.8
|
|
|
35
|
%
|
|
$
|
313.3
|
|
|
2
|
%
|
Provision for income taxes
|
$
|
94.0
|
|
|
$
|
146.3
|
|
|
(36
|
)%
|
|
$
|
100.3
|
|
|
46
|
%
|
Percentage of income before income taxes
|
21.9%
|
|
45.9%
|
|
|
|
32.0%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
335.3
|
|
|
$
|
172.5
|
|
|
94
|
%
|
|
$
|
212.9
|
|
|
(19
|
)%
|
Diluted net income per share
|
$
|
5.24
|
|
|
$
|
2.69
|
|
|
95
|
%
|
|
$
|
3.27
|
|
|
(18
|
)%
|
Weighted average diluted shares outstanding
|
63.9
|
|
|
64.2
|
|
|
0
|
%
|
|
65.2
|
|
|
(2
|
)%
|
|||
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
For the Years Ended December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
Change
2018 vs. 2017 |
|
2016
|
|
Change
2017 vs. 2016 |
|||||||||||
Total cash provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
477.1
|
|
|
$
|
585.4
|
|
|
$
|
(108.3
|
)
|
|
$
|
589.6
|
|
|
$
|
(4.2
|
)
|
Investing activities
|
(959.5
|
)
|
|
(151.1
|
)
|
|
(808.4
|
)
|
|
(909.3
|
)
|
|
758.2
|
|
|||||
Financing activities
|
523.4
|
|
|
(427.7
|
)
|
|
951.1
|
|
|
314.5
|
|
|
(742.2
|
)
|
|||||
Impact of currency exchange rates on cash balances
|
(9.5
|
)
|
|
9.8
|
|
|
(19.3
|
)
|
|
(5.0
|
)
|
|
14.8
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
31.5
|
|
|
$
|
16.4
|
|
|
$
|
15.1
|
|
|
$
|
(10.2
|
)
|
|
$
|
26.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In millions):
|
Total
|
|
<1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
>5 Years
|
||||||||||
Senior notes
|
$
|
525.0
|
|
|
$
|
—
|
|
|
$
|
175.0
|
|
|
$
|
—
|
|
|
350.0
|
|
|
Borrowings under our credit facility
|
187.6
|
|
|
—
|
|
|
—
|
|
|
187.6
|
|
|
—
|
|
|||||
Term loan facility
|
1,150.0
|
|
|
59.0
|
|
|
118.0
|
|
|
973.0
|
|
|
—
|
|
|||||
Notes payable and other
|
87.6
|
|
|
6.2
|
|
|
13.1
|
|
|
14.0
|
|
|
$
|
54.3
|
|
||||
Interest expense
|
308.9
|
|
|
70.4
|
|
|
135.5
|
|
|
103.0
|
|
|
—
|
|
|||||
Capital leases
|
20.7
|
|
|
2.1
|
|
|
4.1
|
|
|
3.9
|
|
|
10.6
|
|
|||||
Operating leases
|
127.8
|
|
|
39.0
|
|
|
51.1
|
|
|
24.4
|
|
|
13.3
|
|
|||||
Total
|
$
|
2,407.6
|
|
|
$
|
176.7
|
|
|
$
|
496.8
|
|
|
$
|
1,305.9
|
|
|
$
|
428.2
|
|
Foreign Currency
|
|
|
|
Foreign currency hedging contracts
|
||||
|
Currency Position
|
|
Notional amounts (in thousands of U.S. dollars)
|
|
Average exchange rate of open contracts
|
|||
Canadian Dollar
|
|
Long
|
|
$
|
55,133
|
|
|
$0.77 to 1 CAD
|
Mexican Peso
|
|
Short
|
|
19,222
|
|
|
21 Peso to $1
|
|
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, 2018
|
|
December 31, 2017
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
161,164
|
|
|
$
|
138,345
|
|
Trade receivables, net
|
197,082
|
|
|
200,144
|
|
||
Inventories, net
|
969,511
|
|
|
783,961
|
|
||
Prepaid expenses and other
|
121,472
|
|
|
101,453
|
|
||
Income taxes receivable
|
36,474
|
|
|
29,601
|
|
||
Total current assets
|
1,485,703
|
|
|
1,253,504
|
|
||
Property and equipment:
|
|
|
|
||||
Land, buildings and improvements
|
462,224
|
|
|
410,604
|
|
||
Equipment and tooling
|
1,245,312
|
|
|
1,137,183
|
|
||
|
1,707,536
|
|
|
1,547,787
|
|
||
Less: accumulated depreciation
|
(864,414
|
)
|
|
(800,598
|
)
|
||
Property and equipment, net
|
843,122
|
|
|
747,189
|
|
||
Investment in finance affiliate
|
92,059
|
|
|
88,764
|
|
||
Deferred tax assets
|
87,474
|
|
|
115,511
|
|
||
Goodwill and other intangible assets, net
|
1,517,594
|
|
|
780,586
|
|
||
Other long-term assets
|
98,963
|
|
|
104,039
|
|
||
Total assets
|
$
|
4,124,915
|
|
|
$
|
3,089,593
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt, capital lease obligations, and notes payable
|
$
|
66,543
|
|
|
$
|
47,746
|
|
Accounts payable
|
346,294
|
|
|
317,377
|
|
||
Accrued expenses:
|
|
|
|
||||
Compensation
|
167,857
|
|
|
168,014
|
|
||
Warranties
|
121,824
|
|
|
123,840
|
|
||
Sales promotions and incentives
|
167,621
|
|
|
162,298
|
|
||
Dealer holdback
|
125,003
|
|
|
114,196
|
|
||
Other
|
197,687
|
|
|
186,103
|
|
||
Income taxes payable
|
4,545
|
|
|
10,737
|
|
||
Total current liabilities
|
1,197,374
|
|
|
1,130,311
|
|
||
Long-term income taxes payable
|
28,602
|
|
|
20,114
|
|
||
Capital lease obligations
|
16,140
|
|
|
18,351
|
|
||
Long-term debt
|
1,879,887
|
|
|
846,915
|
|
||
Deferred tax liabilities
|
6,490
|
|
|
10,128
|
|
||
Other long-term liabilities
|
122,570
|
|
|
120,398
|
|
||
Total liabilities
|
$
|
3,251,063
|
|
|
$
|
2,146,217
|
|
Deferred compensation
|
6,837
|
|
|
11,717
|
|
||
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, 60,890 and 63,075 shares issued and outstanding, respectively
|
$
|
609
|
|
|
$
|
631
|
|
Additional paid-in capital
|
807,986
|
|
|
733,894
|
|
||
Retained earnings
|
121,393
|
|
|
242,763
|
|
||
Accumulated other comprehensive loss, net
|
(62,973
|
)
|
|
(45,629
|
)
|
||
Total shareholders’ equity
|
867,015
|
|
|
931,659
|
|
||
Total liabilities and shareholders’ equity
|
$
|
4,124,915
|
|
|
$
|
3,089,593
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
$
|
6,078,540
|
|
|
$
|
5,428,477
|
|
|
$
|
4,516,629
|
|
Cost of sales
|
4,577,340
|
|
|
4,103,826
|
|
|
3,411,006
|
|
|||
Gross profit
|
1,501,200
|
|
|
1,324,651
|
|
|
1,105,623
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and marketing
|
491,773
|
|
|
471,805
|
|
|
342,235
|
|
|||
Research and development
|
259,682
|
|
|
238,299
|
|
|
185,126
|
|
|||
General and administrative
|
349,763
|
|
|
331,196
|
|
|
306,442
|
|
|||
Total operating expenses
|
1,101,218
|
|
|
1,041,300
|
|
|
833,803
|
|
|||
Income from financial services
|
87,430
|
|
|
76,306
|
|
|
78,458
|
|
|||
Operating income
|
487,412
|
|
|
359,657
|
|
|
350,278
|
|
|||
Non-operating expense:
|
|
|
|
|
|
||||||
Interest expense
|
56,967
|
|
|
32,155
|
|
|
16,319
|
|
|||
Equity in loss of other affiliates
|
29,252
|
|
|
6,760
|
|
|
6,873
|
|
|||
Other (income) expense, net
|
(28,056
|
)
|
|
1,951
|
|
|
13,835
|
|
|||
Income before income taxes
|
429,249
|
|
|
318,791
|
|
|
313,251
|
|
|||
Provision for income taxes
|
93,992
|
|
|
146,299
|
|
|
100,303
|
|
|||
Net income
|
$
|
335,257
|
|
|
$
|
172,492
|
|
|
$
|
212,948
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.36
|
|
|
$
|
2.74
|
|
|
$
|
3.31
|
|
Diluted
|
$
|
5.24
|
|
|
$
|
2.69
|
|
|
$
|
3.27
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
62,513
|
|
|
62,916
|
|
|
64,296
|
|
|||
Diluted
|
63,949
|
|
|
64,180
|
|
|
65,158
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
335,257
|
|
|
$
|
172,492
|
|
|
$
|
212,948
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(18,062
|
)
|
|
41,691
|
|
|
(19,773
|
)
|
|||
Unrealized gain (loss) on derivative instruments
|
457
|
|
|
(330
|
)
|
|
(1,572
|
)
|
|||
Retirement benefit plan activity
|
261
|
|
|
(3,153
|
)
|
|
—
|
|
|||
Comprehensive income
|
$
|
317,913
|
|
|
$
|
210,700
|
|
|
$
|
191,603
|
|
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, 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 gain (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 gain (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,208
|
|
|
38,208
|
|
|||||
Balance, December 31, 2017
|
63,075
|
|
|
631
|
|
|
733,894
|
|
|
242,763
|
|
|
(45,629
|
)
|
|
931,659
|
|
|||||
Employee stock compensation
|
245
|
|
|
2
|
|
|
63,964
|
|
|
—
|
|
|
—
|
|
|
63,966
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
111
|
|
|
4,769
|
|
|
—
|
|
|
4,880
|
|
|||||
Proceeds from stock issuances under employee plans
|
754
|
|
|
8
|
|
|
47,084
|
|
|
—
|
|
|
—
|
|
|
47,092
|
|
|||||
Cash dividends declared ($2.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,032
|
)
|
|
—
|
|
|
(149,032
|
)
|
|||||
Repurchase and retirement of common shares
|
(3,184
|
)
|
|
(32
|
)
|
|
(37,066
|
)
|
|
(311,565
|
)
|
|
—
|
|
|
(348,663
|
)
|
|||||
Other activity
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(799
|
)
|
|
—
|
|
|
(800
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
335,257
|
|
|
—
|
|
|
335,257
|
|
|||||
Other comprehensive gain (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,344
|
)
|
|
(17,344
|
)
|
|||||
Balance, December 31, 2018
|
60,890
|
|
|
$
|
609
|
|
|
$
|
807,986
|
|
|
$
|
121,393
|
|
|
$
|
(62,973
|
)
|
|
$
|
867,015
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
335,257
|
|
|
$
|
172,492
|
|
|
$
|
212,948
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
211,036
|
|
|
191,108
|
|
|
167,512
|
|
|||
Noncash compensation
|
63,966
|
|
|
50,054
|
|
|
57,927
|
|
|||
Noncash income from financial services
|
(30,130
|
)
|
|
(27,027
|
)
|
|
(30,116
|
)
|
|||
Deferred income taxes
|
23,440
|
|
|
73,614
|
|
|
(26,056
|
)
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
(3,578
|
)
|
|||
Impairment charges
|
24,263
|
|
|
25,395
|
|
|
—
|
|
|||
Other, net
|
(8,489
|
)
|
|
3,401
|
|
|
13,462
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
20,686
|
|
|
(17,064
|
)
|
|
2,030
|
|
|||
Inventories
|
(149,701
|
)
|
|
(26,958
|
)
|
|
111,999
|
|
|||
Accounts payable
|
(984
|
)
|
|
39,516
|
|
|
(62,693
|
)
|
|||
Accrued expenses
|
7,170
|
|
|
94,557
|
|
|
145,261
|
|
|||
Income taxes payable/receivable
|
(4,490
|
)
|
|
23,410
|
|
|
(1,997
|
)
|
|||
Prepaid expenses and other, net
|
(14,912
|
)
|
|
(17,090
|
)
|
|
2,929
|
|
|||
Net cash provided by operating activities
|
477,112
|
|
|
585,408
|
|
|
589,628
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(225,414
|
)
|
|
(184,388
|
)
|
|
(209,137
|
)
|
|||
Investment in finance affiliate
|
(12,289
|
)
|
|
(25,230
|
)
|
|
(8,641
|
)
|
|||
Distributions from finance affiliate
|
39,125
|
|
|
57,502
|
|
|
43,820
|
|
|||
Investment in other affiliates
|
(1,113
|
)
|
|
(625
|
)
|
|
(11,595
|
)
|
|||
Acquisition and disposal of businesses, net of cash acquired
|
(759,801
|
)
|
|
1,645
|
|
|
(723,705
|
)
|
|||
Net cash used for investing activities
|
(959,492
|
)
|
|
(151,096
|
)
|
|
(909,258
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Borrowings under debt arrangements / capital lease obligations
|
3,553,237
|
|
|
2,186,939
|
|
|
3,232,137
|
|
|||
Repayments under debt arrangements / capital lease obligations
|
(2,579,495
|
)
|
|
(2,421,473
|
)
|
|
(2,552,760
|
)
|
|||
Repurchase and retirement of common shares
|
(348,663
|
)
|
|
(90,461
|
)
|
|
(245,816
|
)
|
|||
Cash dividends to shareholders
|
(149,032
|
)
|
|
(145,423
|
)
|
|
(140,336
|
)
|
|||
Proceeds from stock issuances under employee plans
|
47,371
|
|
|
42,738
|
|
|
17,690
|
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
3,578
|
|
|||
Net cash provided by (used for) financing activities
|
523,418
|
|
|
(427,680
|
)
|
|
314,493
|
|
|||
Impact of currency exchange rates on cash balances
|
(9,530
|
)
|
|
9,816
|
|
|
(5,042
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
31,508
|
|
|
16,448
|
|
|
(10,179
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
161,618
|
|
|
145,170
|
|
|
155,349
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
193,126
|
|
|
$
|
161,618
|
|
|
$
|
145,170
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid on debt borrowings
|
$
|
51,014
|
|
|
$
|
30,884
|
|
|
$
|
15,833
|
|
Income taxes paid
|
$
|
73,999
|
|
|
$
|
46,308
|
|
|
$
|
126,799
|
|
The following presents cash, cash equivalents and restricted cash by category within the consolidated balance sheets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
161,164
|
|
|
$
|
138,345
|
|
|
$
|
127,325
|
|
Other long-term assets
|
31,962
|
|
|
23,273
|
|
|
17,845
|
|
|||
Total
|
$
|
193,126
|
|
|
$
|
161,618
|
|
|
$
|
145,170
|
|
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Non-qualified deferred compensation assets
|
$
|
48,545
|
|
|
$
|
48,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange contracts, net
|
3,128
|
|
|
—
|
|
|
3,128
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
51,673
|
|
|
$
|
48,545
|
|
|
$
|
3,128
|
|
|
$
|
—
|
|
Non-qualified deferred compensation liabilities
|
$
|
(48,545
|
)
|
|
$
|
(48,545
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate contracts, net
|
(2,665
|
)
|
|
—
|
|
|
(2,665
|
)
|
|
—
|
|
||||
Total liabilities at fair value
|
$
|
(51,210
|
)
|
|
$
|
(48,545
|
)
|
|
$
|
(2,665
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
)
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Raw materials and purchased components
|
$
|
233,258
|
|
|
$
|
194,108
|
|
Service parts, garments and accessories
|
342,593
|
|
|
307,684
|
|
||
Finished goods
|
442,003
|
|
|
329,288
|
|
||
Less: reserves
|
(48,343
|
)
|
|
(47,119
|
)
|
||
Inventories
|
$
|
969,511
|
|
|
$
|
783,961
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
123,840
|
|
|
$
|
119,274
|
|
|
$
|
56,474
|
|
Additions to reserve through acquisitions
|
19,468
|
|
|
—
|
|
|
147
|
|
|||
Additions charged to expense
|
105,015
|
|
|
145,705
|
|
|
194,996
|
|
|||
Less: warranty claims paid
|
(126,499
|
)
|
|
(141,139
|
)
|
|
(132,343
|
)
|
|||
Balance at end of year
|
$
|
121,824
|
|
|
$
|
123,840
|
|
|
$
|
119,274
|
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||||||
|
ORV / Snowmobiles
|
|
Motorcycles
|
|
Global Adj. Markets
|
|
Aftermarket
|
|
Boats
|
|
Consolidated
|
||||||||||||
Revenue by product type
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wholegoods
|
$
|
3,237,463
|
|
|
$
|
465,269
|
|
|
$
|
366,103
|
|
|
—
|
|
|
$
|
279,656
|
|
|
$
|
4,348,491
|
|
|
PG&A
|
681,954
|
|
|
80,377
|
|
|
78,541
|
|
|
$
|
889,177
|
|
|
—
|
|
|
1,730,049
|
|
|||||
Total revenue
|
$
|
3,919,417
|
|
|
$
|
545,646
|
|
|
$
|
444,644
|
|
|
$
|
889,177
|
|
|
$
|
279,656
|
|
|
$
|
6,078,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue by geography
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
3,178,104
|
|
|
$
|
371,483
|
|
|
$
|
212,653
|
|
|
$
|
847,293
|
|
|
$
|
274,274
|
|
|
$
|
4,883,807
|
|
Canada
|
293,269
|
|
|
31,150
|
|
|
18,539
|
|
|
41,884
|
|
|
5,382
|
|
|
390,224
|
|
||||||
EMEA
|
306,890
|
|
|
87,977
|
|
|
208,032
|
|
|
—
|
|
|
—
|
|
|
602,899
|
|
||||||
APLA
|
141,154
|
|
|
55,036
|
|
|
5,420
|
|
|
—
|
|
|
—
|
|
|
201,610
|
|
||||||
Total revenue
|
$
|
3,919,417
|
|
|
$
|
545,646
|
|
|
$
|
444,644
|
|
|
$
|
889,177
|
|
|
$
|
279,656
|
|
|
$
|
6,078,540
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
45,760
|
|
|
$
|
26,157
|
|
|
|
||
Additions to deferred revenue through acquisitions
|
—
|
|
|
—
|
|
|
$
|
7,944
|
|
||
New contracts sold
|
35,610
|
|
|
31,617
|
|
|
20,569
|
|
|||
Less: reductions for revenue recognized
|
(21,455
|
)
|
|
(12,014
|
)
|
|
(2,356
|
)
|
|||
Balance at end of year
(1)
|
$
|
59,915
|
|
|
$
|
45,760
|
|
|
$
|
26,157
|
|
Cash and cash equivalents
|
$
|
16,534
|
|
Trade receivables
|
17,528
|
|
|
Inventory
|
39,990
|
|
|
Other current assets
|
4,522
|
|
|
Property, plant and equipment
|
35,299
|
|
|
Customer relationships
|
341,080
|
|
|
Trademarks / trade names
|
210,680
|
|
|
Non-compete agreements
|
2,630
|
|
|
Goodwill
|
211,757
|
|
|
Accounts payable
|
(30,064
|
)
|
|
Other liabilities assumed
|
(26,764
|
)
|
|
Total fair value of net assets acquired
|
823,192
|
|
|
Less cash acquired
|
(16,534
|
)
|
|
Total consideration for acquisition, less cash acquired
|
$
|
806,658
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net sales
|
$
|
6,429,700
|
|
|
$
|
5,980,741
|
|
Net income
|
360,690
|
|
|
182,749
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
5.77
|
|
|
$
|
2.90
|
|
Diluted earnings per common share
|
$
|
5.64
|
|
|
$
|
2.85
|
|
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,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Option awards
|
$
|
23,393
|
|
|
$
|
18,423
|
|
|
$
|
23,876
|
|
Other share-based awards
|
28,513
|
|
|
28,844
|
|
|
23,368
|
|
|||
Total share-based compensation before tax
|
51,906
|
|
|
47,267
|
|
|
47,244
|
|
|||
Tax benefit
|
12,354
|
|
|
17,555
|
|
|
17,546
|
|
|||
Total share-based compensation expense included in net income
|
$
|
39,552
|
|
|
$
|
29,712
|
|
|
$
|
29,698
|
|
|
Omnibus Plan
(Active) |
|
Option Plan
(Frozen) |
||||||||||
|
Shares
Outstanding
|
|
Weighted
Average Exercise Price |
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
||||||
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
|
|
|
—
|
|
|
—
|
|
|
Granted
|
806,698
|
|
|
115.43
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(724,124
|
)
|
|
61.49
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(400,599
|
)
|
|
105.70
|
|
|
—
|
|
|
—
|
|
||
Balance as of December 31, 2018
|
4,575,926
|
|
|
$
|
99.53
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested or expected to vest as of December 31, 2018
|
4,575,926
|
|
|
$
|
99.53
|
|
|
—
|
|
|
—
|
|
|
Options exercisable as of December 31, 2018
|
1,909,271
|
|
|
$
|
99.47
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted-average volatility
|
30
|
%
|
|
29
|
%
|
|
32
|
%
|
Expected dividend yield
|
2.1
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
Expected term (in years)
|
4.4
|
|
|
4.7
|
|
|
4.5
|
|
Weighted average risk free interest rate
|
2.6
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
|
2016
|
||
Weighted-average volatility
|
33
|
%
|
|
31
|
%
|
|
—
|
Expected term (in years)
|
3.0
|
|
|
3.0
|
|
|
—
|
Weighted average risk free interest rate
|
2.3
|
%
|
|
1.5
|
%
|
|
—
|
|
Shares
Outstanding |
|
Weighted
Average Grant Price |
|||
Balance as of December 31, 2017
|
1,620,625
|
|
|
$
|
93.03
|
|
Granted
|
582,488
|
|
|
114.42
|
|
|
Vested
|
(158,031
|
)
|
|
101.95
|
|
|
Canceled/Forfeited
|
(403,885
|
)
|
|
123.80
|
|
|
Balance as of December 31, 2018
|
1,641,197
|
|
|
$
|
92.19
|
|
Expected to vest as of December 31, 2018
|
1,282,659
|
|
|
$
|
98.28
|
|
|
Average interest rate at December 31, 2018
|
|
Maturity
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Revolving loan facility
|
2.88%
|
|
July 2023
|
|
$
|
187,631
|
|
|
$
|
3,000
|
|
Term loan facility
|
3.76%
|
|
July 2023
|
|
1,150,000
|
|
|
680,000
|
|
||
Senior notes—fixed rate
|
3.81%
|
|
May 2018
|
|
—
|
|
|
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
|
|
||
Senior notes—fixed rate
|
4.23%
|
|
July 2028
|
|
350,000
|
|
|
—
|
|
||
Capital lease obligations
|
5.28%
|
|
Various through 2029
|
|
17,587
|
|
|
19,889
|
|
||
Notes payable and other
|
4.23%
|
|
Various through 2030
|
|
87,608
|
|
|
12,384
|
|
||
Debt issuance costs
|
|
|
|
|
(5,256
|
)
|
|
(2,261
|
)
|
||
Total debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
1,962,570
|
|
|
$
|
913,012
|
|
Less: current maturities
|
|
|
|
|
66,543
|
|
|
47,746
|
|
||
Total long-term debt, capital lease obligations, and notes payable
|
|
|
|
|
$
|
1,896,027
|
|
|
$
|
865,266
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total borrowings at December 31
|
$
|
1,862,631
|
|
|
$
|
883,000
|
|
|
$
|
1,112,142
|
|
Average outstanding borrowings during year
|
$
|
1,474,485
|
|
|
$
|
1,133,641
|
|
|
$
|
638,614
|
|
Maximum outstanding borrowings during year
|
$
|
1,999,731
|
|
|
$
|
1,319,105
|
|
|
$
|
1,234,337
|
|
Interest rate at December 31
|
3.64
|
%
|
|
2.91
|
%
|
|
2.25
|
%
|
|
2018
|
|
2017
|
||||
Goodwill
|
$
|
647,077
|
|
|
$
|
433,374
|
|
Other intangible assets, net
|
870,517
|
|
|
347,212
|
|
||
Total goodwill and other intangible assets, net
|
$
|
1,517,594
|
|
|
$
|
780,586
|
|
|
2018
|
|
2017
|
||||
Balance as of beginning of year
|
$
|
433,374
|
|
|
$
|
421,563
|
|
Goodwill from businesses acquired
|
218,191
|
|
|
1,563
|
|
||
Currency translation effect on foreign goodwill balances
|
(4,488
|
)
|
|
10,248
|
|
||
Balance as of end of year
|
$
|
647,077
|
|
|
$
|
433,374
|
|
|
2018
|
|
2017
|
||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Gross
Amount |
|
Accumulated
Amortization |
||||||||
Other intangible assets, beginning
|
$
|
423,846
|
|
|
$
|
(76,634
|
)
|
|
$
|
420,546
|
|
|
$
|
(49,130
|
)
|
Intangible assets acquired during the period
|
557,390
|
|
|
—
|
|
|
(461
|
)
|
|
—
|
|
||||
Intangible assets disposed of during the period
|
(13,659
|
)
|
|
13,659
|
|
|
—
|
|
|
—
|
|
||||
Amortization expense
|
—
|
|
|
(32,927
|
)
|
|
—
|
|
|
(25,855
|
)
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(3,657
|
)
|
|
1,987
|
|
||||
Currency translation effect on foreign balances
|
(2,924
|
)
|
|
1,766
|
|
|
7,418
|
|
|
(3,636
|
)
|
||||
Other intangible assets, ending
|
$
|
964,653
|
|
|
$
|
(94,136
|
)
|
|
$
|
423,846
|
|
|
$
|
(76,634
|
)
|
December 31, 2018
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
4
|
|
$
|
2,630
|
|
|
$
|
(329
|
)
|
|
$
|
2,301
|
|
Dealer/customer related
|
5-20
|
|
506,401
|
|
|
(85,614
|
)
|
|
420,787
|
|
|||
Developed technology
|
5-7
|
|
13,323
|
|
|
(8,193
|
)
|
|
5,130
|
|
|||
Total amortizable
|
|
|
522,354
|
|
|
(94,136
|
)
|
|
428,218
|
|
|||
Non-amortizable—brand/trade names
|
|
|
442,299
|
|
|
—
|
|
|
442,299
|
|
|||
Total other intangible assets, net
|
|
|
$
|
964,653
|
|
|
$
|
(94,136
|
)
|
|
$
|
870,517
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2017
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(540
|
)
|
|
$
|
—
|
|
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
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
344,728
|
|
|
$
|
264,207
|
|
|
$
|
262,403
|
|
Foreign
|
84,521
|
|
|
54,584
|
|
|
50,848
|
|
|||
Income from continuing operations before income taxes
|
$
|
429,249
|
|
|
$
|
318,791
|
|
|
$
|
313,251
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
39,051
|
|
|
$
|
41,134
|
|
|
$
|
103,717
|
|
State
|
3,759
|
|
|
7,264
|
|
|
4,780
|
|
|||
Foreign
|
27,539
|
|
|
22,267
|
|
|
17,367
|
|
|||
Deferred
|
23,643
|
|
|
75,634
|
|
|
(25,561
|
)
|
|||
Total provision for income taxes for continuing operations
|
$
|
93,992
|
|
|
$
|
146,299
|
|
|
$
|
100,303
|
|
|
For the Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.9
|
|
|
1.4
|
|
|
1.4
|
|
Domestic manufacturing deduction
|
(1.4
|
)
|
|
(0.5
|
)
|
|
(2.1
|
)
|
Research and development tax credit
|
(3.1
|
)
|
|
(5.6
|
)
|
|
(4.3
|
)
|
Stock based compensation
|
(1.4
|
)
|
|
(4.4
|
)
|
|
—
|
|
Valuation allowance
|
0.2
|
|
|
1.2
|
|
|
—
|
|
Tax Reform impact
|
0.4
|
|
|
17.4
|
|
|
—
|
|
Non-deductible expenses
|
—
|
|
|
2.0
|
|
|
2.4
|
|
Foreign tax rate differential
|
1.3
|
|
|
(0.3
|
)
|
|
(1.6
|
)
|
Other permanent differences
|
3.0
|
|
|
(0.3
|
)
|
|
1.2
|
|
Effective income tax rate for continuing operations
|
21.9
|
%
|
|
45.9
|
%
|
|
32.0
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred income taxes:
|
|
|
|
||||
Inventories
|
$
|
11,171
|
|
|
$
|
11,072
|
|
Accrued expenses
|
105,218
|
|
|
102,318
|
|
||
Cost in excess of net assets of businesses acquired
|
(22,916
|
)
|
|
(15,171
|
)
|
||
Property and equipment
|
(72,252
|
)
|
|
(52,757
|
)
|
||
Employee compensation and benefits
|
56,286
|
|
|
55,350
|
|
||
Net operating loss and other loss carryforwards
|
13,847
|
|
|
13,628
|
|
||
Valuation allowance
|
(10,370
|
)
|
|
(9,057
|
)
|
||
Total net deferred income tax asset
|
$
|
80,984
|
|
|
$
|
105,383
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at January 1,
|
$
|
19,096
|
|
|
$
|
25,001
|
|
Gross increases for tax positions of prior years
|
6,586
|
|
|
1,935
|
|
||
Gross increases for tax positions of current year
|
2,522
|
|
|
2,397
|
|
||
Decreases due to settlements and other prior year tax positions
|
(2,550
|
)
|
|
(10,338
|
)
|
||
Currency translation effect on foreign balances
|
(143
|
)
|
|
101
|
|
||
Balance at December 31,
|
25,511
|
|
|
19,096
|
|
||
Reserves related to potential interest at December 31,
|
3,090
|
|
|
1,018
|
|
||
Unrecognized tax benefits at December 31,
|
$
|
28,601
|
|
|
$
|
20,114
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total number of shares repurchased and retired
|
3,184
|
|
|
1,028
|
|
|
2,908
|
|
|||
Total investment
|
$
|
348,663
|
|
|
$
|
90,461
|
|
|
$
|
245,816
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Quarterly dividend declared and paid per common share
|
$
|
0.60
|
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
Total dividends declared and paid per common share
|
$
|
2.40
|
|
|
$
|
2.32
|
|
|
$
|
2.20
|
|
|
For the Years Ended December 31,
|
|||||
|
2018
|
|
2017
|
|
2016
|
|
Weighted average number of common shares outstanding
|
62,236
|
|
62,668
|
|
64,033
|
|
Director Plan and deferred stock units
|
177
|
|
157
|
|
162
|
|
ESOP
|
100
|
|
91
|
|
101
|
|
Common shares outstanding—basic
|
62,513
|
|
62,916
|
|
64,296
|
|
Dilutive effect of restricted stock awards
|
679
|
|
384
|
|
150
|
|
Dilutive effect of stock option awards
|
757
|
|
880
|
|
712
|
|
Common and potential common shares outstanding—diluted
|
63,949
|
|
64,180
|
|
65,158
|
|
|
Foreign
Currency Items |
|
Cash Flow
Hedging Derivatives |
|
Retirement Benefit Plan Activity
|
|
Accumulated Other
Comprehensive Loss |
||||||||
Balance as of December 31, 2017
|
$
|
(42,442
|
)
|
|
$
|
(34
|
)
|
|
(3,153
|
)
|
|
$
|
(45,629
|
)
|
|
Reclassification to the income statement
|
—
|
|
|
(9,906
|
)
|
|
261
|
|
|
(9,645
|
)
|
||||
Change in fair value
|
(18,062
|
)
|
|
10,363
|
|
|
—
|
|
|
(7,699
|
)
|
||||
Balance as of December 31, 2018
|
$
|
(60,504
|
)
|
|
$
|
423
|
|
|
$
|
(2,892
|
)
|
|
$
|
(62,973
|
)
|
Derivatives in Cash Flow Hedging Relationships and Retirement Benefit Plan Activity
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||||
Foreign currency contracts
|
Other expense, net
|
|
$
|
9,378
|
|
|
$
|
1,410
|
|
Foreign currency contracts
|
Cost of sales
|
|
686
|
|
|
155
|
|
||
Interest rate contracts
|
Interest expense
|
|
(158
|
)
|
|
—
|
|
||
Retirement benefit plan activity
|
Operating expenses
|
|
(261
|
)
|
|
—
|
|
||
Total
|
|
|
$
|
9,645
|
|
|
$
|
1,565
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
72,093
|
|
|
$
|
61,645
|
|
|
$
|
66,414
|
|
Interest and operating expenses
|
11,832
|
|
|
7,590
|
|
|
6,182
|
|
|||
Net income
|
$
|
60,261
|
|
|
$
|
54,055
|
|
|
$
|
60,232
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Finance receivables, net
|
$
|
573,669
|
|
|
$
|
518,199
|
|
Other assets
|
102
|
|
|
96
|
|
||
Total Assets
|
$
|
573,771
|
|
|
$
|
518,295
|
|
Notes payable
|
$
|
386,438
|
|
|
$
|
337,050
|
|
Other liabilities
|
3,215
|
|
|
3,717
|
|
||
Partners’ capital
|
184,118
|
|
|
177,528
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
573,771
|
|
|
$
|
518,295
|
|
|
Capital
Leases |
|
Operating
Leases |
||||
2019
|
$
|
2,072
|
|
|
$
|
39,047
|
|
2020
|
2,053
|
|
|
29,788
|
|
||
2021
|
2,020
|
|
|
21,294
|
|
||
2022
|
1,962
|
|
|
14,352
|
|
||
2023
|
1,942
|
|
|
10,072
|
|
||
Thereafter
|
10,648
|
|
|
13,294
|
|
||
Total future minimum lease obligation
|
$
|
20,697
|
|
|
$
|
127,847
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Foreign Currency
|
|
Notional Amounts
(in U.S. dollars)
|
|
Net Unrealized
Gain (Loss)
|
|
Notional Amounts
(in U.S. dollars)
|
|
Net Unrealized
Gain (Loss)
|
||||||||
Australian Dollar
|
|
—
|
|
|
—
|
|
|
$
|
24,250
|
|
|
$
|
(134
|
)
|
||
Canadian Dollar
|
|
$
|
55,133
|
|
|
$
|
2,564
|
|
|
94,292
|
|
|
(159
|
)
|
||
Mexican Peso
|
|
19,222
|
|
|
564
|
|
|
9,999
|
|
|
(133
|
)
|
||||
Total
|
|
$
|
74,355
|
|
|
$
|
3,128
|
|
|
$
|
128,541
|
|
|
$
|
(426
|
)
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Effective Date
|
|
Maturity Date
|
|
Notional
Amounts
|
|
Net Unrealized
Gain (Loss)
|
|
Notional
Amounts
|
|
Net Unrealized
Gain (Loss)
|
||||||||
May 2, 2018
|
|
May 4, 2021
|
|
$
|
25,000
|
|
|
$
|
397
|
|
|
$
|
—
|
|
|
$
|
—
|
|
September 28, 2018
|
|
September 30, 2019
|
|
250,000
|
|
|
(163
|
)
|
|
—
|
|
|
—
|
|
||||
September 30, 2019
|
|
September 30, 2023
|
|
150,000
|
|
|
(2,899
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
425,000
|
|
|
$
|
(2,665
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Carrying Values of Derivative Instruments as of December 31, 2018
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts
(1)
|
$
|
3,128
|
|
|
$
|
—
|
|
|
$
|
3,128
|
|
Interest rate contracts
(1)
|
—
|
|
|
(2,665
|
)
|
|
(2,665
|
)
|
|||
Total derivatives designated as hedging instruments
|
$
|
3,128
|
|
|
$
|
(2,665
|
)
|
|
$
|
463
|
|
|
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
|
)
|
(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,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
|
|
|
|
|
||||||
ORV/Snowmobiles
|
$
|
3,919,417
|
|
|
$
|
3,570,753
|
|
|
$
|
3,283,890
|
|
Motorcycles
|
545,646
|
|
|
576,068
|
|
|
699,171
|
|
|||
Global Adjacent Markets
|
444,644
|
|
|
396,764
|
|
|
341,937
|
|
|||
Aftermarket
|
889,177
|
|
|
884,892
|
|
|
191,631
|
|
|||
Boats
|
279,656
|
|
|
—
|
|
|
—
|
|
|||
Total sales
|
6,078,540
|
|
|
5,428,477
|
|
|
4,516,629
|
|
|||
Gross profit
|
|
|
|
|
|
||||||
ORV/Snowmobiles
|
1,113,908
|
|
|
1,054,557
|
|
|
907,597
|
|
|||
Motorcycles
|
63,045
|
|
|
16,697
|
|
|
87,538
|
|
|||
Global Adjacent Markets
|
116,583
|
|
|
94,920
|
|
|
95,149
|
|
|||
Aftermarket
|
234,365
|
|
|
225,498
|
|
|
46,289
|
|
|||
Boats
|
46,252
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
(72,953
|
)
|
|
(67,021
|
)
|
|
(30,950
|
)
|
|||
Total gross profit
|
$
|
1,501,200
|
|
|
$
|
1,324,651
|
|
|
$
|
1,105,623
|
|
|
For the years ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Contract termination charges
|
$
|
3,433
|
|
|
$
|
21,632
|
|
Asset impairment charges
|
—
|
|
|
18,760
|
|
||
Inventory charges
|
—
|
|
|
10,169
|
|
||
Other costs
|
1,630
|
|
|
9,231
|
|
||
Total
|
$
|
5,063
|
|
|
$
|
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
|
|
Expenses
|
3,433
|
|
|
—
|
|
|
1,630
|
|
|
5,063
|
|
||||
Cash payments / scrapped inventory
|
(5,155
|
)
|
|
(399
|
)
|
|
(2,457
|
)
|
|
(8,011
|
)
|
||||
Reserves balance as of December 31, 2018
|
$
|
1,465
|
|
|
$
|
378
|
|
|
$
|
854
|
|
|
$
|
2,697
|
|
|
Sales
|
|
Gross profit
|
|
Net income
|
|
Diluted net income per share
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
1,297,473
|
|
|
$
|
323,481
|
|
|
$
|
55,714
|
|
|
$
|
0.85
|
|
Second Quarter
|
1,502,532
|
|
|
385,176
|
|
|
92,540
|
|
|
1.43
|
|
||||
Third Quarter
|
1,651,415
|
|
|
401,270
|
|
|
95,529
|
|
|
1.50
|
|
||||
Fourth Quarter
|
1,627,120
|
|
|
391,273
|
|
|
91,474
|
|
|
1.47
|
|
||||
Year
|
$
|
6,078,540
|
|
|
$
|
1,501,200
|
|
|
$
|
335,257
|
|
|
$
|
5.24
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
||||
Year
|
$
|
5,428,477
|
|
|
$
|
1,324,651
|
|
|
$
|
172,492
|
|
|
$
|
2.69
|
|
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, 2019
|
|
Scott W. Wine
|
|
||
|
|
|
|
/
S
/ M
ICHAEL
T. S
PEETZEN
|
Executive Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 14, 2019
|
|
Michael T. Speetzen
|
|
||
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
George W. Bilicic
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
Annette K. Clayton
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
Kevin M. Farr
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
Gary E. Hendrickson
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
Gwenne A. Henricks
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
Bernd F. Kessler
|
|
|
|
|
|
|
|
*
|
Director
|
February 14, 2019
|
|
Lawrence D. Kingsley
|
|
|
|
|
|
|
|
*
|
Lead Director
|
February 14, 2019
|
|
John P. Wiehoff
|
|
|
|
|
|
|
|
*By:
|
/s/ S
COTT
W. W
INE
|
|
February 14, 2019
|
|
(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)
|
|
|
|
||||||||||||||||
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
|
|
2018: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
10,914
|
|
|
$
|
1,058
|
|
|
$
|
60
|
|
|
$
|
(2,581
|
)
|
|
$
|
9,451
|
|
(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)
|
|
|
|
||||||||||||||||
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
|
|
2018: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
47,119
|
|
|
$
|
11,565
|
|
|
$
|
1,947
|
|
|
$
|
(12,288
|
)
|
|
$
|
48,343
|
|
(2)
|
Inventory disposals, net of recoveries.
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2018 (cont.)
|
|
|
|
Consent of Ernst & Young LLP.
|
|
|
|
Power of Attorney.
|
|
|
|
Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a).
|
|
|
|
Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a).
|
|
|
|
Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
The following financial information from Polaris Industries Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 14, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of December 31, 2018 and 2017, (ii) the Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016 (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016, (iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017 and 2016, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016, and (vi) Notes to Consolidated Financial Statements
|
|
|
I.
|
Title and reporting relationship
|
II.
|
Date of Employment
|
III.
|
Base Salary
|
IV.
|
Cash Incentive Compensation
|
V.
|
Sign-on Bonus
|
VI.
|
Long Term Incentive Plan
|
VII.
|
Restricted Stock Units
|
VIII.
|
Benefits & Perquisites
|
IX.
|
Relocation
|
X.
|
Severance Agreement
|
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 (25%)
|
|
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
|
Highwater Marine, LLC
|
|
Delaware
|
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
|
Northstar Precision (Vietnam) Company Limited (80.1%)
|
|
Vietnam
|
Polaris Acceptance (50%)
|
|
Illinois
|
Polaris Acceptance Inc.
|
|
Minnesota
|
Polaris APLA Holdco Pte. Ltd.
|
|
Singapore
|
Polaris Boats LLC
|
|
Delaware
|
Polaris Britain Limited
|
|
United Kingdom
|
Polaris Canada Holdco LP
|
|
Canada
|
Polaris Direct Inc.
|
|
Minnesota
|
Polaris EMEA Support Center Sp. z.o.o.
|
|
Poland
|
Polaris Events, LLC
|
|
Minnesota
|
Polaris Experience, LLC
|
|
Minnesota
|
Polaris Finance Co Sarl
|
|
Luxembourg
|
Polaris Finland Oy
|
|
Finland
|
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 Inc.
|
|
Minnesota
|
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
|
Polaris Warranty Group LLC
|
|
Minnesota
|
Pontoon Boat, LLC
|
|
Delaware
|
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
|
WSI Industries, Co.
|
|
Minnesota
|
WSI Industries, Inc.
|
|
Minnesota
|
WSI Rochester, Inc.
|
|
Minnesota
|
|
|
|
|
|
|
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, 2018
(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, 2018
(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
|