2023
Annual Report
Polaris Inc. Board of Directors
(bios and photos available at ir.polaris.com)
John P. Wiehoff, Chair
Retired Chairman and Chief Executive Officer of
C.H. Robinson Worldwide, Inc.
Darryl R. Jackson
Vice President, Financial Services and Fixed
Operations, Hendrick Automotive Group
George W. Bilicic
Vice Chairman, Investment Banking and Global Head
of Power, Energy & Infrastructure at Lazard Ltd.
Kevin M. Farr
Retired Chief Financial Officer of ChromaDex Corp.
Bernd F. Kessler
Retired Chief Executive Officer of SRTechnics AG
Lawrence D. Kingsley
Retired Chairman and Chief Executive Officer of Pall
Corporation
Gary E. Hendrickson
Retired Chairman and Chief Executive Officer of The
Valspar Corporation
Gwynne E. Shotwell
President and Chief Operating Officer of Space
Exploration Technologies Corp.
Gwenne A. Henricks
Retired Chief Technology Officer and Vice
President of Product Development & Global
Technology of Caterpillar Inc.
Michael T. Speetzen
Chief Executive Officer of Polaris Inc.
2023 AT A GLANCE | REPORTED RESULTS
Sales
$8,934
MILLION
Sales by Segment
+4%
v PY
Sales by Geography
78%
13%
9%
Off Road
On Road
Marine
80%
14%
6%
United States
International
Canada
Gross Profit Margin
EPS*
21.9%
-88bps
v PY
$8.71
-13%
v PY
2023 AT A GLANCE | ADJUSTED* RESULTS
EBITDA Margin
EPS*
11.4%
-110bps
v PY
$9.16
-12%
v PY
*See the GAAP/Non-GAAP Reconciliation within this Annual Report and on our website. EPS is from continuing operations.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-11411
POLARIS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-1790959
(I.R.S. Employer Identification No.)
2100 Highway 55, Medina, Minnesota
(Address of Principal Executive Offices)
55340
(Zip Code)
Registrant's telephone number, including area code: (763) 542-0500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.01 par value
Trading Symbol(s)
PII
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $6,850,538,000 as of
June 30, 2023, based upon the last sales price per share of the registrant’s Common Stock, as reported on the New York Stock Exchange on such
date. As of February 9, 2024, 56,400,310 shares of Common Stock, $.01 par value, of the registrant were outstanding.
Portions of the definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held on or about April 25, 2024, to be filed
with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report (the “2024 Proxy
Statement”), are incorporated by reference into Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE:
POLARIS INC.
2023 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1C. Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
PART III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Exhibit and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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2
Item 1. Business
PART I
Polaris Inc., formerly known as Polaris Industries Inc., a Delaware corporation, was formed in 1994 and is the successor
to Polaris Industries Partners LP. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the
business and operations of Polaris Inc., its subsidiaries and its predecessors, which began doing business in 1954. We
design, engineer, manufacture and market powersports vehicles which include: off-road vehicles (“ORV”), including all-
terrain vehicles (“ATV”) and side-by-side vehicles; military and commercial ORVs; snowmobiles; motorcycles; moto-
roadsters; quadricicycles; and boats. We also design and manufacture or source parts, garments and accessories
(“PG&A”), which includes aftermarket accessories and apparel. Our products are sold online and through dealers and
distributors principally located in the United States, Canada, Western Europe, Australia, and Mexico.
Business Segments
We operate in three business segments; Off Road, On Road, and Marine. Our products are sold through a network of
approximately 2,500 independent dealers in North America, approximately 1,500 independent international dealers
through over 25 subsidiaries, and approximately 70 independent distributors in nearly 90 countries outside of North
America. A majority of our dealers and distributors are multi-line and also carry competitor products, however some
dealers carry our full line of products and, while relatively consistent, the actual number of dealers carrying our products
can vary from time to time.
Off Road:
The Off Road segment primarily consists of ORVs and snowmobiles. ORVs are four-wheel vehicles designed for off-
road use and traversing a wide variety of terrain, including dunes, trails, and mud. The vehicles can be multi-passenger or
single passenger, are used for recreation in such sports as fishing and hunting and for trail and dune riding, and for utility
purposes on farms, ranches, and construction sites. The ORV industry is comprised of ATVs and side-by-side vehicles.
Internationally, ATVs and side-by-sides are sold primarily in Western Europe, Australia, and Mexico by similar
manufacturers as in North America.
Estimated North America and worldwide ORV industry retail sales are summarized as follows:
Estimated* Approximate Industry Sales (in units)
North America ATV retail sales
North America side-by-side retail sales
North America ORV retail sales
Twelve months ended December 31,
2023
240,000
565,000
805,000
2022
250,000
535,000
785,000
2021
285,000
560,000
845,000
Worldwide ATV retail sales
Worldwide side-by-side retail sales
Worldwide ORV retail sales
*Estimates are unaudited and based on internally-generated management estimates, including estimates based on extrapolations from third-party
surveys of the industries in which we compete. See Market and Industry Data section for additional information.
355,000
590,000
945,000
335,000
620,000
955,000
415,000
620,000
1,035,000
The side-by-side market has been consistently strong over the past several years primarily due to continued innovation
by manufacturers. In 2023, we continued to be the North America market share leader in off-road vehicles. Our ORV
lineup includes the RZR sport side-by-side, the RANGER utility side-by-side, the GENERAL crossover side-by-side, the
Polaris XPEDITION adventure side-by-side and the Sportsman ATV. The full line spans 107 models, including two-,
four- and six-wheel drive general purpose and recreational vehicles. In many of our segments, we offer youth, value,
mid-size, premium and extreme-performance vehicles, which come in both single passenger and multi-passenger seating
arrangements. Key 2023 ORV product introductions included the Extreme Duty RANGER XD 1500, RANGER XP
Kinetic and the Polaris XPEDITION.
We sell our ORVs directly to a network of approximately 1,400 dealers in North America and 1,100 international
dealers. Many of our ORV dealers and distributors are also authorized snowmobile dealers. We produce and deliver our
products throughout the year based on dealer, distributor, and customer orders. ORV retail sales activity at the dealer
level drives orders that are incorporated into each product’s production scheduling. International distributor ORV orders
3
are taken throughout the year. We utilize our Retail Flow Management (“RFM”) ordering system for ORV dealers,
which allows dealers to order daily and create a segment stocking order which helps to reduce order fulfillment times.
The ORV industry in the United States, Canada and other global markets is highly competitive. As an ORV original
equipment manufacturer (“OEM”), our competition primarily comes from North American and Asian manufacturers.
Competition in such markets is based upon a number of factors, including price, quality, reliability, styling, product
features, warranties and a manufacturer’s ability to produce vehicles to meet changing consumer demand.
Snowmobiles have been manufactured under the Polaris name since 1954. We estimate that worldwide industry sales of
snowmobiles totaled approximately 125,000, 130,000, and 135,000 units for the 12 month seasons ended March 31,
2023, 2022, and 2021, respectively.
For the 12 month season ended March 31, 2023, we held the number two market share position for North America. We
produce a full line of snowmobiles consisting of 57 models, ranging from youth models to utility and economy models to
performance and competition models.
Key model introductions in 2023 included the new Series 9 325 track that further elevates the Polaris RMK line. We also
manufacture a snow bike conversion kit system under the Timbersled brand and in 2023 we launched the new RIOT Gen
2 system, as well as more trim levels and options.
Polaris snowmobiles are sold principally in the United States, Canada, and Northern Europe. We sell our snowmobiles
directly to a network of over 580 dealers in North America, primarily located in the snowbelt regions of the United States
and Canada, and over 300 international dealers. We offer a pre-order SnowCheck program in the spring for our
customers that assists us in production planning. This program allows our customers to order a true factory-customized
snowmobile by selecting various options, including chassis, track, suspension, colors and accessories. Manufacturing of
snowmobiles generally commences in late winter of the previous season and continues through late autumn or early
winter of the current season.
The global snowmobile industry is primarily comprised of North American and Japanese competitors. Competitive
market share position is driven heavily by product news (styling, technology, performance) and pricing.
Our commercial and government/defense businesses design and manufacture vehicles that support various commercial
and government applications for transporting people and hauling equipment, as well as tactical defense vehicles. Our
defense vehicles, which include ATVs and side-by-side vehicles with features specifically designed for military
applications, provide versatile mobility for up to nine passengers, and include our DAGOR, Sportsman MV and MRZR
models. We offer 26 models across our brands.
Our commercial and government/defense businesses each have their own distribution networks outside of our traditional
dealer channels through which their respective vehicles are distributed. ProXD, one of our vehicle brands, is sold through
a growing network of over 200 dealers and also direct to customer where permitted.
We design, engineer, produce or supply a variety of replacement parts and Polaris Engineered Accessories for our Off
Road Segment. ORV accessories include winches, bumper/brushguards, plows, racks, wheels and tires, pull-behinds, cab
systems, lighting and audio systems, cargo box accessories, tracks and oil. We also market a full line of gear and apparel
related to our ORVs, including helmets, jackets, gloves, pants and hats. Snowmobile accessories include covers, traction
products, reverse kits, electric starters, tracks, bags, windshields, oil and lubricants. We also market a full line of gear
and apparel for our snowmobiles, including helmets, goggles, jackets, gloves, boots, bibs, pants and hats. Gear and
apparel are designed to our specifications, purchased from independent vendors and sold by us through our dealers,
distributors, and online.
4
PG&A products for the Off Road segment include our OEM brands as well as other portfolio brands including Kolpin,
Pro Armor, Klim, 509, and Trail Tech. Kolpin, Pro Armor and Trail Tech serve various accessory related needs. Kolpin
is a lifestyle brand specializing in purpose-built and universal-fit accessories for a variety of off-road vehicles and off-
road outdoor enthusiasts. Pro Armor offers a lineup that specializes in accessories for performance side-by-side vehicles,
snowmobiles and ATVs. Brands in our Apparel category include Klim, which specializes in premium technical riding
gear for snowmobile and off-road activities, and 509, which is an aftermarket leader in snowmobile and off-road apparel,
helmets and goggles. Kolpin, Pro Armor and Trail Tech are marketed through Apex Product Group, a unified sales,
customer service, distribution and vertically integrated manufacturing organization. Apex allows us to access customers
through strategic retail and e-commerce marketplaces, as well as dealerships (Polaris and non-Polaris), to reach owners
of Polaris and other OEM’s products. Klim and 509 each have their own dealer/distributor networks.
On Road:
Our On Road segment designs and manufactures motorcycles, moto-roadsters, light duty hauling, and passenger
vehicles.
Motorcycles are utilized as a mode of transportation as well as for recreational purposes. The industry is comprised of
several segments. We currently compete in three segments: cruisers, touring (including three-wheel), and standard
motorcycles. Competition in these segments of the motorcycle industry is based on a number of factors, including
styling, price, quality, reliability and the dealer network supporting the brand.
Estimated combined 900cc and above cruiser, touring, and standard market segments (including the moto-roadster
Slingshot®) motorcycle industry sales in North America and worldwide are summarized as follows:
Twelve months ended December 31,
Estimated* Industry Sales (in units)
North America 900cc cruiser, touring, and standard retail sales
Worldwide 900cc cruiser, touring, and standard retail sales
*Estimates are unaudited and based on internally-generated management estimates, including estimates based on extrapolations from third-party
surveys of the industries in which we compete. See Market and Industry Data section for additional information.
2023
180,000
300,000
2022
195,000
315,000
2021
220,000
350,000
In 2023, we held the number two position in North America market share for the 900cc+ category. Our motorcycles
lineup includes Indian Motorcycle and Slingshot, a three-wheel open air roadster. Our 2024 model year line of
motorcycles for Indian Motorcycle and Slingshot consists of 38 models. In 2023, Indian Motorcycle launched its all-new
2024 lineup, featuring a limited edition FTR x 100% R Carbon, a new Challenger Elite, and completely redesigned
PowerBand Audio system. Slingshot launched its all-new 2024 lineup with thoughtful refinement and bold graphics.
We design, engineer, produce or source a variety of replacement parts and accessories for our motorcycles. Motorcycle
accessories include saddle bags, handlebars, backrests, exhausts, windshields, seats, oil and various chrome accessories.
We also market a full line of gear and apparel for our motorcycles, including helmets, jackets, leathers and hats. Gear
and apparel are purchased from independent vendors and sold by us through our dealers, distributors, and online under
our brand names. PG&A products for the On Road segment include our OEM brands as well as other portfolio brands
including Klim and 509.
Indian Motorcycle and Slingshot are distributed directly through independently owned dealers and distributors. Indian
Motorcycles are sold through a network of over 200 dealers in North America and over 350 international dealers.
Slingshot currently has over 325 dealers globally. We utilize our RFM ordering system for motorcycle dealers, which
allows dealers to order daily and create a segment stocking order which helps to reduce order fulfillment times.
We also design and manufacture vehicles that support various commercial and industrial work applications and include
products in the light-duty hauling, industrial and urban/suburban commuting sub-sectors. Our vehicle brands include
Goupil and Aixam which are primarily marketed in Western Europe. We offer 13 models across these brands. These
businesses each have their own distribution networks through which their respective vehicles are distributed. Goupil and
Aixam sell directly to customers in France, through subsidiaries in certain Western European countries and through
several dealers and distributors for markets outside such countries.
Marine:
Our Marine segment designs and manufactures boats that are designed to compete in key segments of the recreational
marine industry, specifically pontoon and deck boats. Inclusive of the segments in which we compete, we estimate total
5
U.S. 2023 powerboats market sales were approximately $15.0 billion, with pontoon being one of the larger segments
therein.
Our brands, Bennington, Godfrey and Hurricane, are strategically positioned with over 500 base models across a range
of price points. We also offer custom layouts and features and work with most engine manufacturers enabling customers
to build a boat that meets their specifications. We believe that the combination of our Bennington and Godfrey brands is
currently the market share leader in pontoon boats.
In 2023, Polaris Marine launched the model year 2024 boats for the Bennington, Godfrey and Hurricane brands. Notable
launches include Bennington’s SV and S series refresh that offers an enhanced style and streamlined product offering at
a competitive price point, and Godfrey’s XP series, a new halo product that elevates design, sound and lighting.
Additionally, Godfrey launched the entry level Xperience series and Hurricane launched the Sundeck 217/Sundeck Sport
218 models as well as the Sundeck 2050/Sundeck Sport 2050 models.
Our extensive, experienced and loyal network of over 550 global dealers is a competitive advantage, helping to generate
steady demand. Concentrated primarily in North America, this dealer network is organized into distinct sales territories
supported by experienced sales representatives and leadership. Through the use of offseason incentive programs, we
adhere to level production throughout the year, minimizing disruption to the workforce and vendor network.
Polaris Adventures
Our Polaris Adventures business partners with local outfitters to deliver unique ride experiences leveraging many of our
global vehicle platforms. The Polaris Adventures network has completed over 1,500,000 rides since 2017, and had over
250 locations as of December 31, 2023. The financial results of the Polaris Adventures business are included within the
Off Road and On Road segments, depending on the vehicle platform used in the ride experience.
Financial Services Arrangements
Floor plan financing. We have arrangements with Polaris Acceptance (United States), a joint venture between Polaris
and a subsidiary of Wells Fargo Bank, N.A., Wells Fargo affiliates (who provide floor plan financing for customers in
many countries and regions, including Canada, Australia, France, Germany, the United Kingdom and Scandinavia), and
a subsidiary of Huntington Bancshares Incorporated to provide floor plan financing for many of our dealers. A majority
of our sales of ORVs, snowmobiles, motorcycles, boats, and related PG&A are financed under these arrangements
whereby we receive payment within a few days of shipment of our product. We participate in the cost of dealer financing
and have agreed to repurchase products from the finance companies under certain circumstances and subject to certain
limitations. No material losses have been incurred under these agreements during the periods presented. See Note 11 of
Notes to Consolidated Financial Statements for a discussion of these financial services arrangements.
Customer financing. We do not offer consumer financing directly to the end users of our products. Instead, we have
agreements in place with third-party financing companies to provide financing services to those end consumers. We have
no material contingent liabilities for residual value or credit collection risk under these agreements.
Manufacturing and Distribution Operations
Our products are primarily assembled at our 20 global manufacturing facilities, many of which are shared across
business segments. We are vertically integrated in several key components of our manufacturing process, including
plastic injection molding, precision machining, welding, clutch assembly and painting. Raw materials and other
component parts are purchased from third-party vendors. We have a long-term supply contract with a boat engine
manufacturer, which requires a certain volume of total engine purchases, and includes favorable pricing, as well as
various growth and volume incentives.
Contract carriers ship our products from our manufacturing and distribution facilities to our customers. We maintain
several leased wholegoods distribution centers where final set-up and up-fitting is completed for certain models before
shipment to dealers, distributors, and customers.
Our products are distributed to our dealers, distributors, and customers through a network of over 40 distribution centers,
including third-party providers.
Sales and Marketing
Our marketing activities are designed primarily to promote and communicate with consumers to enable the marketing
and selling efforts of our dealers and distributors globally. We make available and advertise discount or rebate programs,
6
retail financing or other incentives for our dealers and distributors to remain price competitive to accelerate retail sales to
consumers. We advertise our brands directly to consumers via digital, television, print, out of home, radio, events and
sponsorships. We utilize public relations and partnerships to drive earned media. We provide advertising assets and
content and partially underwrite dealer and distributor advertising to a degree and on terms which vary by brand and
from year to year. We also provide print materials, signage and other promotional items for use by dealers. We spent
$542.3 million, $480.8 million and $458.2 million for sales and marketing activities in 2023, 2022 and 2021,
respectively. Our corporate headquarters facility is in Medina, Minnesota, and we maintain numerous sales and
administrative facilities across the world.
Engineering, Research and Development, and New Product Introduction
We have over 1,400 employees who are engaged in the development and testing of existing products and research and
development of new products and improved production techniques, located primarily in Roseau, Minnesota; Wyoming,
Minnesota; Elkhart, Indiana; Novi, Michigan; Burgdorf, Switzerland; and Bangalore, India.
We utilize internal combustion engine testing facilities to design engine configurations for our products. We utilize
specialized facilities for matching engine, exhaust system and clutch performance parameters in our products to achieve
desired fuel consumption, power output, noise level and other objectives. Further, we are continuing to execute our
electrification initiative to position the Company as a leader in powersports electrification. Our engineering department is
equipped to make small quantities of new product prototypes for testing and for the planning of manufacturing
procedures. In addition, we maintain numerous facilities where each of the products is extensively tested under actual use
conditions. We utilize our Wyoming, Minnesota facility for engineering, design and development for our line of engines
and powertrains, ORVs, and motorcycles, and our Roseau, Minnesota facility for our snowmobile, ATV and powertrain
research and development. We utilize our Elkhart, Indiana facility for engineering, design and development for our boats
research and development. We also own Polaris Technology Center Burgdorf LLC, an engineering company that
develops high-performance and high-efficiency engines and innovative vehicles.
Intellectual Property
Our products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our
global operations include POLARIS, RANGER, RZR, GENERAL, Polaris XPEDITION, SPORTSMAN, INDIAN
MOTORCYCLE, SLINGSHOT, BENNINGTON, and KLIM. We protect these marks as appropriate through
registrations in the United States and other jurisdictions. Depending on the jurisdiction, trademarks are generally valid as
long as they are in use or their registrations are properly maintained and they have not been found to have become
generic. Registrations of trademarks can also generally be renewed indefinitely for as long as the trademarks are in use.
We continue our focus on developing and marketing innovative, proprietary products, many of which use proprietary
expertise, trade secrets, and know-how. We consider the collective rights under our various patents, which expire from
time to time, a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent
or group of related patents.
Product Safety & Regulatory Affairs
Federal, state/provincial and local governments around the world have promulgated and/or are considering promulgating
laws and regulations relating to product safety and consumer use. For example, in the United States: (i) the Consumer
Product Safety Commission (“CPSC”) has federal oversight over product safety issues related to snowmobiles, snow-
bikes and off-road vehicles; (ii) the National Highway Traffic Safety Administration (“NHTSA”) has federal oversight
over product safety issues related to motorcycles and Slingshot; and (iii) the U.S. Coast Guard and its foreign equivalents
have oversight over the marine safety regulations for our marine products. In addition, we design our products to comply
with various applicable voluntary safety standards promulgated by industry associations. While we are currently
effectively managing compliance with these various regulatory schemes and standards around the world, changes in the
regulatory climate in any of the jurisdictions where we operate could have a material adverse effect on our total sales,
financial condition, profitability, or cash flows. For a more detailed discussion of these risks, please see Item 1A. Risk
Factors of this Annual Report.
Human Capital Management
Best Team, Best Culture is a Polaris guiding principle. Our greatest asset is our employee base. We are committed to
providing an inclusive and engaging work environment, and we aim to leverage our Polaris values to drive a positive
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culture. Our employees are also among our largest shareholder groups, driven by our Employee Stock Ownership Plan
(“ESOP”) and our equity compensation program.
Headcount. Due to the seasonality of our business and changes in production cycles, total employment levels vary
throughout the year. Despite such variations in employment levels, employee turnover has not been materially disruptive
to our business. As of December 31, 2023, we had approximately 18,500 full-time employees globally, with
approximately 5,500 in salaried roles. Our employees are based in 19 countries with approximately 53% of our
employees located outside of the United States.
Commitment to diversity, equity, and inclusion. Our commitment to diversity, equity, and inclusion is foundational to our
success. We remain committed to a multi-year strategy, R.I.D.E. Together, that defines and progresses our commitment
to Respect, Inclusion, Diversity, and Equity, with our assertion that we will make meaningful progress leveraging our
full workforce. The composition of our employee base reflects this priority, as seen in the increase in diverse
representation across the enterprise since the introduction of the R.I.D.E Together framework.
Our leaders are equipped to foster a diverse and inclusive workplace through leadership training and tools for inclusive
team conversations. We undertake regular reviews of human capital practices to assess for unintended bias and to
improve our practices. We have leveraged external partners to review our performance management, talent acquisition,
inclusion and pay equity. As members of the Corporate Partnership Council of the Society of Women Engineers and the
Women in Manufacturing Association, we have enabled team development opportunities and a pipeline for future talent.
We have also created partnerships with the Society for Professional Hispanic Engineers, People of Color Careers,
Disability Solutions, DoD Skillbridge and others to further our ability to reach a diverse candidate base. Our relationship
with Code2College is helping us create a non-traditional talent pipeline for technical talent, and our early career
leadership development programs are a catalyst for future diverse leaders.
Employee engagement. As a core element of our human capital management strategy, we developed a multi-faceted
employee listening strategy inclusive of new hire pulse surveys across the global salaried employee base, our bi-annual
engagement survey of global salaried employees, and our bi-annual ethical culture survey. In 2023, 96% of our
employees participated in the employee engagement survey, and the positive responses rated Polaris in the top quartile
compared with a best-in-class global normative database, on par with high performing company norms. Consistent
positive employee responses across diverse groups reflect the results of our focus on building an inclusive work
environment. Our leaders continue to evaluate and implement opportunities for improvement identified by these sources
of employee feedback.
Leadership development. As a part of our growth strategy, we are committed to strategically and intentionally developing
our current employees to become the next generation of leaders through external partnerships and employee development
programs such as Succeeding as a Polaris Leader and Polaris Leadership Development 1 and 2. These programs provide
high-potential employees opportunities to gain experience and prepare for next-level roles. In 2023, we expanded that
investment with additional external partnerships to bolster our succession and development processes for senior
leadership, including external leadership courses and internally hosted acumen training.
Attracting and developing early career talent remains a key element of our talent strategy. We invest in the development
of early talent, providing our interns with weekly development opportunities. Our internship programs are a key pipeline
to our early career leadership development programs across engineering, operations, sales, marketing, finance, human
resources and information technology. Our first leadership development program launched over 20 years ago, and the
structured rotations and formal development within the programs have proven successful in bolstering our functional and
management leadership succession. For our interns and post-graduate development program participants, we host a
week-long summit event in Minnesota, providing an opportunity to learn from executives, network with others,
participate in professional development activities, and experience Polaris products.
Employee well-being. We believe the holistic focus on well-being, including our employees’ health, safety, and financial
security drives our success and is a key focus of our guiding principles. We offer our employees a total rewards package
that includes competitive base pay, annual incentives, product discounts, comprehensive health and wellness benefits,
and equity compensation plans that include the ESOP, the Employee Stock Purchase Plan (“ESPP”), and additional
incentive equity grants for certain levels. Employees are provided with customized, comprehensive total rewards
statements and resources to understand the various pay and benefits elements of our total rewards program.
Our strong safety culture remains a primary focus. In 2023, we launched a year-long Rider Safety campaign to provide
employees with additional training and tools to operate our vehicles safely both while working at our facilities and
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outside the office. Wellness is a significant focus with the personalized well-being model that provides employees with
the tools to manage a diverse set of needs. Financial well-being is one of our focuses, and we endeavor to support our
employees’ financial wellness in a variety of ways, including by offering financial wellness education that supports
employees navigating market volatility and inflation. We also offer free one-on-one financial counseling sessions to
employees, allowing employees to receive counseling tailored to their priorities. We view our comprehensive total
rewards package with a broad focus on employee well-being as instrumental in our ability to attract, motivate and retain
quality candidates and employees to drive our strategic mission to continue to be the global leader in powersports.
Market and Industry Data
We have obtained the market and industry data presented in this Annual Report from a combination of internal surveys,
third-party information and estimates by management. There are limited sources that report on our markets and
industries. As such, much of the market and industry data presented in this Annual Report is based on internally-
generated management estimates, including estimates based on extrapolations from third-party surveys of the industries
in which we compete. While we believe internal surveys, third-party information and our estimates are reliable, we have
not verified them, nor have they been verified by any independent sources and we have no assurance that the information
contained in third-party websites is current, up-to date, or accurate. While we are not aware of any misstatements
regarding the market and industry data presented in this Annual Report, whether any such future-looking data will be
accurate involves risks and uncertainties and are subject to change based on various factors, including those factors
discussed under the headings “Forward-Looking Statements” and “Risk Factors.”
Available Information
Our Internet website is http://www.polaris.com. We make available free of charge, on or through our website, our
annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after
electronically filing such reports with the Securities and Exchange Commission (SEC). We also make available through
our website our corporate governance materials, including our Corporate Governance Guidelines, the charters of the
Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Technology
Committee of our Board of Directors, our Code of Business Conduct and Ethics, and our Corporate Responsibility
Report. Any shareholder or other interested party wishing to receive a copy of these corporate governance materials
should write to Polaris Inc., 2100 Highway 55, Medina, Minnesota 55340, Attention: Investor Relations or email
polaris.investorrelations@polaris.com. Information contained on our website is not part of this report. In addition, the
SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC and state the address of that side (http://www.sec.gov).
Forward-Looking Statements
This Annual Report contains not only historical information, but also “forward-looking statements” intended to qualify
for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These “forward-looking
statements” can generally be identified as such because the context of the statement will include words such as we or our
management “believes,” “anticipates,” “expects,” “estimates” or words of similar import. Similarly, statements that
describe our future plans, objectives or goals, such as future sales, future cash flows and capital requirements, operational
initiatives, supply chain, tariffs, currency fluctuations, interest rates, and commodity costs, are forward-looking
statements that involve certain risks and uncertainties that could cause actual results to differ materially from those
forward-looking statements, are also forward-looking. Forward-looking statements may also be made from time to time
in oral presentations, including telephone conferences and/or webcasts open to the public.
Potential risks and uncertainties include such factors as the Company’s ability to successfully implement its
manufacturing operations strategy and supply chain initiatives; the Company’s ability to successfully source necessary
parts and materials on a timely basis; the ability of the Company to manufacture and deliver products to dealers to meet
demand, including as a result of supply chain disruptions; the Company’s ability to identify and meet optimal dealer
inventory levels; the Company’s ability to accurately forecast and sustain consumer demand; the Company’s ability to
mitigate increasing input costs through pricing or other measures; product offerings, promotional activities and pricing
strategies by competitors that may make our products less attractive to consumers; the Company’s ability to strategically
invest in innovation and new products, including as compared to our competitors; economic conditions that impact
consumer spending or consumer credit, including recessionary conditions and changes in interest rates; disruptions in
manufacturing facilities; product recalls and/or warranty expenses; product rework costs; impact of changes in Polaris
stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmental and
product safety regulatory activity; effects of weather on the Company’s supply chain, manufacturing operations and
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consumer demand; commodity costs; freight and tariff costs (tariff relief or ability to mitigate tariffs); changes to
international trade policies and agreements; uninsured product liability and class action claims (including claims seeking
punitive damages) and other litigation expenses incurred due to the nature of our business; uncertainty in the consumer
retail and wholesale credit markets; performance of affiliate partners; changes in tax policy; relationships with dealers
and suppliers; and the general global economic, social and political environment. Investors are also directed to consider
other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange
Commission. The Company does not undertake any duty to any person to provide updates to its forward-looking
statements except as otherwise may be required by law.
Any forward-looking statements made in this report or otherwise speak only as of the date of such statement, and we
undertake no obligation to update such statements to reflect actual results or changes in factors or assumptions affecting
such forward-looking statements. We advise you, however, to consult any further disclosures made on related subjects in
future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are filed
with or furnished to the Securities and Exchange Commission.
Information about our Executive Officers
Set forth below are the names of our executive officers as of February 16, 2024, their ages, titles, the year first appointed
as an executive officer, and employment for at least the last five years:
Name and Position
Michael T. Speetzen
Chief Executive Officer
Lucy Clark Dougherty
Senior Vice President, General
Counsel and Corporate Secretary
Michael D. Dougherty
President of On Road and
International
Benjamin D. Duke
President of Marine
Stephen L. Eastman
President of PG&A and
Aftermarket
Robert P. Mack
Chief Financial Officer and
Executive Vice President of
Finance and Corporate
Development
Steven D. Menneto
President of Off Road
James P. Williams
Senior Vice President and Chief
Human Resources Officer
Business Experience During the Last Five or More Years
Age
54 Mr. Speetzen was appointed Chief Executive Officer in April 2021;
preceding this, Mr. Speetzen was Interim Chief Executive Officer since
January 2021. Mr. Speetzen joined Polaris in August 2015 as Executive
Vice President and Chief Financial Officer.
54 Ms. Clark Dougherty joined Polaris in January 2018 as Senior Vice
President—General Counsel and Corporate Secretary.
56 Mr. Dougherty was appointed President of On Road and International in
December 2019. Prior to this, Mr. Dougherty was President of
International since September 2015.
51 Mr. Duke was appointed President of Marine in May 2022. Prior to this,
Mr. Duke was General Manager of Godfrey and Hurricane Boats since
joining Polaris in 2019. Prior to joining Polaris, Mr. Duke was President of
the Job Site and Standby Power Group at Briggs and Stratton, a
manufacturing company.
59 Mr. Eastman was appointed President of PG&A and Aftermarket in
September 2015. Prior to this, Mr. Eastman was Vice President of PG&A
since joining Polaris in February 2012.
54 Mr. Mack was appointed Chief Financial Officer in April 2021. Mr. Mack
also serves as Executive Vice President of Finance and Corporate
Development. Mr. Mack was Interim Chief Financial Officer since January
2021 and originally joined Polaris in 2016 as Senior Vice President of
Corporate Development and Strategy, and President of Global Adjacent
Markets and Marine.
58 Mr. Menneto was appointed President of Off Road in December 2019.
Prior to this, Mr. Menneto was President of Motorcycles since September
2015.
61 Mr. Williams joined Polaris in April 2011 as Senior Vice President and
Chief Human Resources Officer.
Executive officers of the Company are elected at the discretion of the Board of Directors with no fixed terms. There are
no family relationships between or among any of the executive officers or directors of the Company.
Item 1A. Risk Factors
The following are factors known to us that could materially adversely affect our business, financial condition, cash
flows, or operating results, as well as adversely affect the value of an investment in our common stock.
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Macroeconomic Risks
Our business may be sensitive to economic conditions, including those that impact our customers’ spending.
Our results of operations may be sensitive to changes in overall economic conditions, primarily in North America and
Europe, that impact spending on our products, including discretionary spending. Weakening of, and fluctuations in,
economic conditions affecting disposable consumer income or our customers’ budgets, such as employment levels,
inflation, business conditions, the level of governmental financial assistance, changes in housing market conditions,
capital markets, tax rates, savings rates, interest rates, fuel and energy costs, the economic impacts of natural disasters or
other severe weather conditions, acts of war, and acts of terrorism, the availability of consumer credit could reduce
overall spending or reduce spending on our products. Our sales growth and profitability have been affected, from time to
time, from a general reduction in consumer spending or a reduction in consumer spending on powersports, boats and
aftermarket products. A general reduction in spending by our customers for commercial equipment or a reduction in
government budgets could adversely affect our related sales.
Adverse changes in these factors could lead to a decreased level of demand for our products, which could negatively
impact our business, results of operations, financial condition and cash flows.
In addition, we have financial services arrangements with subsidiaries of Wells Fargo Bank, N.A. and a subsidiary of
Huntington Bancshares Incorporated that require us to repurchase products financed and repossessed pursuant to the
terms of such arrangements and subject to certain limitations. From time to time, we may also elect to provide guarantees
or other credit support in favor of, or related to, these arrangements, including to increase capacity thereunder. If adverse
changes to economic conditions result in increased defaults on the loans made under these arrangements, our contractual
repurchase obligations (or demands under any guarantees or other credit support) could adversely affect our liquidity and
harm our business.
Shortages or increases in the cost of raw materials, commodities, component parts, and transportation could
negatively impact our business.
The primary commodities used in manufacturing our products are aluminum, steel, copper, petroleum-based resins and
certain rare earth metals, as well as diesel fuel to transport products. Our profitability has been affected by fluctuations in
the prices of the raw materials and commodities we use in our products and in the cost of freight and shipping to source
materials, commodities, and other component parts necessary to assemble our products. In the past, we have experienced
significant increases in the cost of these commodities and materials due generally to an inflationary environment driven
by high demand and supply chain disruptions. Additionally, fluctuating policies and the implementation of trade
regulations and trade agreements could further disrupt our supply chain or increase the cost of raw materials and
commodities necessary to manufacture our products. The impact from tariffs or other trade regulations could require us
to shift our manufacturing footprint. Such restructuring actions could negatively impact our operational costs, work force
and/or our growth initiatives. All of these could adversely affect our results of operations and financial condition.
Market and Competitive Risks
We face intense competition in all product lines. Failure to compete effectively against competitors could negatively
impact our business and operating results.
The markets in which we operate are highly competitive. Competition in such markets is based upon several factors,
including price, quality, reliability, styling, product features and warranties. At the dealer level, competition is based on
additional factors, including product availability, sales and marketing support programs (such as financing and
cooperative advertising), and dealer and customer perception. Certain of our competitors are more diversified and have
advantageous manufacturing footprints, and may invest more heavily in intellectual property, product development,
promotions and advertising or online presence. If we are not able to compete with new or enhanced products or models
of our competitors or compete in the digital marketplace, our ability to retain and attract customers and future business
performance may be materially and adversely affected. Internationally, our products typically face more competition
where certain foreign competitors manufacture and market products in their respective countries. This allows those
competitors to sell products at lower prices, which could adversely affect our competitiveness. In addition, our products
compete with many other recreational, utility, and work products for the discretionary spending of our customers. A
failure to compete effectively with these other competitors or adjust pricing to offset inflation or increased supply chain
costs could materially and adversely affect our financial results and have a material adverse effect on our performance.
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If we are unable to continue to enhance existing products and develop and market new or enhanced products that
respond to customer needs and preferences, we may experience a decrease in demand for our products and our
business could suffer.
Unless we can continue to enhance existing products, develop and market new products and services, including in the
digital and electrification markets, we may not be able to compete effectively in the market, and ultimately satisfy the
needs and preferences of our customers in the global markets in which we compete. Product development requires
significant financial, technological and other resources. There can be no assurance that our level of investment in
research and development will be a sufficient competitive advantage in product innovation, which could cause our
business to suffer. Product improvements and new product introductions also require significant engineering, planning,
design, development, and testing at the technological, product, and manufacturing process levels and we may not be able
to timely develop product improvements or new products. Our competitors’ new products may be of a better quality, beat
our products to market, and be more attractive in terms of features and price than our products.
Our continued success is dependent on positive perceptions of our Polaris brands which, if impaired, could adversely
affect our sales.
We believe the strength of our Polaris brands is one of the reasons our customers choose our products. To be successful,
we must preserve our reputation. Reputational value is based in large part on perceptions and opinions, and broad access
to social media makes it easy for anyone to provide public feedback that can influence perceptions of our company. It
may be difficult to control negative publicity, regardless of whether it is accurate. While reputations may take decades to
build, any negative incidents can quickly erode trust and confidence, particularly if they result in negative mainstream
and social media publicity, governmental investigations, or litigation. Negative incidents, such as quality and safety
concerns or incidents related to our products or actions or statements of our employees, suppliers or dealers, could lead to
tangible adverse effects on our business, including lost sales or employee retention and recruiting difficulties. In addition,
the reputation of our vendors and others with whom we choose to do business may affect our reputation.
Increased negative public perception of our products or any increased restrictions on the access or the use of our
products in certain locations could materially adversely affect our business or results of operations.
Demand for the Company’s products depends in part on their social acceptability. Public concerns about the
environmental impact of the Company’s products or their perceived safety could result in diminished public perception
of the products we sell. Government, community, media, or activist pressure to limit emissions or perceived land and
water impacts could also negatively impact consumers’ perceptions of the Company’s products or limit access to areas
where customers can use our products. Any decline in the social acceptability of the Company’s products could
negatively impact sales or lead to changes in laws, rules and regulations that prevent their access to certain locations or
restrict their use or manner of use in certain areas or during certain times, which could also negatively impact sales. Any
material decline in the social acceptability of the Company’s products could impact the Company’s ability to retain
existing customers or attract new ones which, in turn, could have a material adverse effect on its business, results of
operations or financial condition.
From time to time, we manage our portfolio and grow our business through acquisitions, non-consolidating
investments, alliances and new joint ventures and partnerships, which could be risky and could harm our business.
From time to time, we drive growth in our businesses and accelerate opportunities to expand our global presence and
customer base through targeted acquisitions, non-consolidating investments, alliances, and new joint ventures and
partnerships (each a “Strategic Transaction”) that we believe add value to our existing brands and product portfolio.
Alternatively, we may not be able to identify an attractive Strategic Transaction. The benefits of a Strategic Transaction
may take more time than expected to develop or integrate into our operations, and we cannot guarantee that any Strategic
Transaction will ultimately produce the expected benefits.
There can be no assurance that Strategic Transactions will be completed or that, if completed, they will be successful.
Strategic Transactions pose risks with respect to our ability to project and evaluate market demand, potential synergies
and cost savings, make correct accounting estimates and achieve anticipated business goals and objectives. As we
continue to grow, in part, through Strategic Transactions, our success depends on our ability to anticipate and effectively
manage these risks. If acquired businesses do not achieve forecasted results or otherwise fail to meet projections, it could
affect our results.
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In many cases, Strategic Transactions present a number of integration risks. For example, the acquisition may: require
more time or resources than anticipated to be fully integrated into our operations and systems, causing operational
disruption; create more costs than projected; divert management attention; create the potential of losing customer,
supplier or other critical business relationships; and pose difficulties retaining employees. The inability to successfully
integrate new businesses may result in higher production costs, lost sales or otherwise negatively affect earnings and
financial results.
Potential divestiture activity poses similar risks, including the potential to: disrupt operations in core, adjacent or
acquired businesses; require more time or resources than anticipated to be fully completed; deleverage manufacturing
operations or reduce sourcing efficiencies; reduce gross profit if the Company is not able to reduce fixed cost (including
corporate overhead); not deliver the value anticipated for shareholders; divert management attention; create the potential
of losing customer, supplier or other critical business relationships; and pose difficulties retaining employees. The
inability to successfully manage the risks associated with the Company’s divestiture activity may result in higher
production costs, lost sales or otherwise negatively affect earnings and financial results.
Disruption in our suppliers’ operations could disrupt our production schedule.
Operational Risks
Our operations and ability to maintain production is dependent upon our suppliers delivering sufficient quantities of
systems, components, raw materials and parts on time to manufacture our products and meet our production schedules.
For example, if we experience supply disruptions and sourcing challenges for various components critical to the
manufacture of our products, our operations may be impacted negatively.
In some instances, we purchase systems, components, raw materials and parts that are ultimately derived from a single
source or geography and may be at an increased risk for supply disruptions. If necessary, we may not be able to develop
alternate sourcing quickly or at all. Any number of factors, including labor disruptions, catastrophic weather events, the
occurrence of a contagious disease or illness, contractual or other disputes, unfavorable economic or industry conditions,
port, rail, or truck delivery delays, acts of war, or other performance problems or financial difficulties or solvency
problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions
for us, which could, in turn, disrupt our operations.
Material disruptions of our production schedule caused by a worsening, prolonged, or other unexpected shortage of
systems, components, raw materials or parts have caused, and could continue to cause, us to not be able to meet customer
demand, to alter production schedules, to delay product launch schedules, or to suspend production entirely, which could
cause a loss of revenues, which could materially and adversely affect our results of operations. These disruptions have
had and may continue to have in the future an adverse impact on our prospects and operating results.
We manufacture our products at, and distribute our products from, several locations in North America and
internationally. An unforeseen increase in demand for our products or any disruption at any of these facilities or
manufacturing delays could adversely affect our business and operating results.
We assemble vehicles at various facilities around the world. Our facilities are typically designed to produce particular
models for particular geographic markets. No single facility is designed to manufacture our full range of vehicles. We
also have several locations that serve as wholegoods and PG&A distribution centers, warehouses and office facilities. In
addition, we have agreements with other third-party manufacturers to manufacture products on our behalf. Should these
or other facilities become unavailable either temporarily or permanently for any number of reasons, including supply
chain constraints, labor disruptions, changes in legal or regulatory requirements, the occurrence of a contagious disease
or illness or catastrophic weather events (including events caused by climate change), the inability to manufacture at the
affected facility may result in harm to our reputation, supply shortages, long lead times in supply, increased costs, lower
revenues and the loss of customers. We may have to cease operations at impacted facilities or may not be able to easily
shift production to other facilities or to make up for lost production. In addition, inefficiencies in our manufacturing due
to labor shortages, part shortages, new production lines and the complexity of the start-up of manufacturing new
premium products may impact operations negatively. There can be no assurance that our current or future manufacturing
footprint will improve and be sufficient to meet customer demand or that we will be able to successfully expand or
contract our manufacturing capacity to meet demand in a more efficient manner, which could result in loss of revenue,
decreased margins and loss of market share.
Although we maintain insurance for damage to our property and disruption of our business from casualties, such
insurance may not be sufficient to cover all of our potential losses. Any disruption in our manufacturing capacity could
13
have an adverse impact on our ability to produce sufficient inventory of our products or may require us to incur
additional expenses in order to produce sufficient inventory, and therefore, may adversely affect our net sales and
operating results. Disruptions or delays at our manufacturing facilities could impair our ability to meet the demands of
our customers, and our customers may cancel orders or purchase products from our competitors, which could adversely
affect our business and operating results.
We depend on suppliers, financing sources and other strategic partners who may be sensitive to economic conditions
that could affect their businesses in a manner that adversely affects their relationship with us.
We source component parts and raw materials through numerous suppliers and have relationships with a limited number
of product financing sources for our dealers and consumers. Our sales growth and profitability could be adversely
affected if deterioration of economic or business conditions results in a weakening of the financial condition of our
suppliers or financing sources, or if uncertainty about inflation, the economy or the demand for our products causes these
business partners to voluntarily or involuntarily reduce or terminate their relationship with us, impose less favorable
terms or require guarantees or credit support.
Failure to establish and maintain the appropriate level of dealers and distributor relationships or weak economic
conditions impacting those relationships may negatively impact our business and operating results.
We distribute our products through numerous dealers and distributors and rely on them to retail our products to our end
customers and provide service on these products. Weakening of the financial condition of our dealers or distributors due
to deterioration of business conditions or reputational harm could negatively affect our sales growth and profitability.
Additionally, weak demand for, or quality issues with, our products may cause dealers and distributors to voluntarily or
involuntarily reduce or terminate their relationship with us. Further, if we fail to establish and maintain an appropriate
level of dealers and distributors for each of our products, we may not obtain adequate market coverage for the desired
level of retail sales of our products.
Our operations require significant management attention and financial resources, expose us to difficulties presented
by global economic, political, regulatory, accounting, and business factors, and may not be successful or produce
desired levels of sales and profitability.
Investments to increase our global presence, including adding employees and dealers and continuing to invest in business
infrastructure and operations, might not produce the returns we expect, which could adversely affect our profitability.
Our operations and sales are also subject to risks related to political and economic instability, trade and political tension
between the United States and countries in which we have operations or do business, increased enforcement and scrutiny
from tax and trade authorities across the globe, acts of war, increased costs of customizing products for foreign countries,
labor market conditions, the imposition of tariffs and other trade barriers or costs, the impact of government laws and
regulations, the effects of income and withholding taxes, governmental expropriation and differences in business
practices in different markets, and multiple, changing, and often inconsistent enforcement of laws, rules, and regulations,
including rules relating to environmental, health, and safety matters. The realization of any of these risks or unfavorable
changes in the political, regulatory and business climate in any of the jurisdictions where we operate could have a
material adverse effect on our total sales, financial condition, profitability, or cash flows.
Weather conditions may reduce demand and negatively impact net sales and production of certain of our products.
Unfavorable weather conditions may reduce demand and negatively impact sales of certain of the Company’s products.
Unfavorable weather, including conditions caused in part by climate change, in any particular geographic region may
have an adverse effect on sales of the Company’s products in that region. For example, lack of snowfall during winter
may materially adversely affect snowmobile sales; excessive rain before and during spring and summer may materially
adversely affect sales of off-road vehicles and boats; a lack of rain in certain areas may limit boat usage and may
materially adversely affect sales of boats; and wild fires can limit areas where our customers ride our off-road vehicles.
Weather conditions may also disrupt our manufacturing and distribution facilities and our supply chain, which could
impact our ability to manufacture products to fulfill customer demand. Such disruptions could be caused by natural
disasters, inclement weather and/or climate change-related events, such as tornadoes, hurricanes, earthquakes, floods,
tsunamis, typhoons, drought, fire, other extreme weather conditions or natural disasters and events that occur as a result
of such events, such as water and natural resource shortages, power outages or shortages, or telecommunications failures.
These weather conditions could pose physical risks to our facilities and critical infrastructure in the U.S. and
internationally, disrupt the operation of our supply chain and third-party vendors, and may impact operational results.
14
There can be no assurance that weather conditions or natural disasters will not have a material effect on our sales,
production capability or component supply continuity for any of our products.
Our operations are dependent upon attracting and retaining senior executives and skilled employees. Our future
success depends on our continuing ability to identify, hire, develop, motivate, retain and promote skilled personnel for
all areas of our organization and to retain or provide for adequate succession planning for our senior executives.
Our success depends on attracting and retaining qualified personnel. Our ability to sustain and grow our business
requires us to hire, retain and develop a highly skilled and diverse management team and workforce. Many members of
the Company’s management team and other key employees have extensive experience in the Company’s industry and
with its business, products and customers. The unplanned loss of members of the Company’s management team or other
key employees, particularly if combined with difficulties in finding qualified replacements, could negatively affect the
Company’s ability to develop and pursue its business strategy, which could materially adversely affect the Company’s
business, results of operations or financial condition. In addition, the Company’s success depends to a large extent upon
its ability to attract and retain skilled employees. There is intense competition for qualified and skilled employees, and a
failure to recruit, train and retain such employees could have a material adverse effect on its business, results of
operations or financial condition.
Product-Specific Risks
A significant adverse determination in any material litigation claim against us could adversely affect our operating
results or financial condition.
We are subject to legal proceedings in the U.S. and elsewhere involving various issues, including product liability
lawsuits for property damage or serious bodily injury, including death, warranty litigation, and class actions alleging
claims for product defects, product recalls, economic losses, breach of warranty, and violations of various consumer
protection laws, among other claims. A negative outcome in one or more of these lawsuits could result in an award of
damages (for which we are not insured), including punitive damages, or fines, reputational harm, interruption or
modification of our business, or other sanctions, as well as legal and punitive damages, or fines, reputational harm,
interruption or modification of our business, or other sanctions, as well as legal and other costs, any of which may be
significant and may have a negative impact on our business, operating results and cash flows.
The Company purchases excess insurance coverage for product liability claims related to incidents during the policy
period which exceed our self-insured retention thresholds. Disputes with insurers could impact our recoveries under
these policies. Furthermore, certain claims that are not typically covered under commercial excess policies would be
excluded from coverage, such as economic loss claims, false marketing claims, and in some historical policies, punitive
damages.
Product liability claims have not historically resulted in any material adverse effects on our financial statements,
however, no assurance can be given that this will not change or that material product liability, class action, or other
claims against us will not be made in the future. An unanticipated adverse determination of a material product liability
claim or other material claim (particularly an uninsured issue) made against us could materially and adversely affect our
financial position, results of operations or cash flows.
Significant product repair and/or replacement costs due to product warranty claims or product recalls could have a
material adverse impact on our results of operations.
We generally provide limited warranties for our vehicles and boats. We may also provide longer warranties in certain
geographical markets as determined by local regulations and customary practice or related to certain promotional
programs. We also provide a limited emission warranty for certain emission-related parts in our ORVs, snowmobiles,
and motorcycles as required by the EPA and CARB. Our standard warranties require us, through our dealer network, to
repair or replace defective products during such warranty periods.
If a recall of our products were to be implemented, the repair and replacement costs we could incur in connection
therewith could materially and adversely affect our business. Past product recalls have harmed our reputation and caused
us to lose customers. Future product recalls could increasingly cause consumers to question the safety or reliability of our
products and could materially impact our results of operations and financial condition.
15
Regulatory, Intellectual Property, Cybersecurity and Privacy Risks
Our business, properties and products are subject to extensive United States federal and state and international safety,
environmental, trade and other government regulation and any failure to comply with these regulations could harm
our reputation, expose us to damages and otherwise adversely affect our business.
Our business, properties, and products are subject to numerous international, federal, state, and other governmental laws,
rules, and regulations relating to, among other things: climate change; emissions to air; discharges to water; restrictions
placed on water and land usage and water availability; product and associated packaging; use of certain chemicals;
import and export compliance, including but not limited to classification and valuation of products, country of origin
certification requirements, and laws relating to forced labor in the supply chain; worker and product user health and
safety; consumer privacy; energy efficiency; product life-cycles; outdoor noise laws; and the generation, use, handling,
labeling, collection, management, storage, transportation, treatment, and disposal of hazardous substances, wastes, and
other regulated materials. We are unable to predict the ultimate impact of adopted or future laws, rules, and regulations
on our business, properties, or products.
Any of these laws, rules, or regulations may cause us to incur significant expenses to achieve or maintain compliance,
require us to modify our products, or modify our approach to our workforce, adversely affecting the price of or demand
for some of our products, and ultimately affect the way we conduct our operations. Failure to comply with any of these
laws, rules, or regulations could result in harm to our reputation and/or could lead to fines and other penalties, including
restrictions on the importation of our products into, and the sale of our products in, one or more jurisdictions until
compliance is achieved. In addition, changes to regulations may require us to incur expenses or modify product offerings
in order to maintain compliance with the actions of regulators and could decrease the demand for our products.
Our reliance upon patents, trademark laws, and contractual provisions to protect our proprietary rights may not be
sufficient to protect our intellectual property from others who may sell similar products and may lead to costly
litigation.
Our proprietary intellectual property rights are enforceable against third parties as infringement or misappropriation
allegations or actions only to the extent that they are demonstrated by valid and enforceable patents or trademarks or are
maintained in reasonable confidence sufficient to qualify as trade secrets. Despite our best efforts, we cannot guarantee
that we will be issued any patents from any pending or future patent applications owned by or licensed to us or that the
claims granted under any issued patents will be sufficiently broad to protect our technology against any current or future
competitor. In the absence of directly applicable and enforceable patent or trademark protection, we may be vulnerable to
loss with respect to competitors who attempt to copy our technology or product designs, exploit our trade secrets and
know-how, or tarnish or diminish goodwill in our brand, all of which could adversely affect our business. Even with
applicable and enforceable patent or trademark protection, others may initiate litigation to challenge to validity of our
intellection property, allege that we infringe their intellectual property rights, or they may use their resources to design
comparable products that recreate as near as possible yet do not technically infringe our patents. We may incur
substantial costs defending our intellectual property rights in the event that others initiate litigation to challenge the
validity of our patents or allege that we infringe their patents. Substantial costs may also be incurred should we initiate
proceedings to protect our intellectual property rights against misappropriation or infringement by others. If the outcome
of any intellection property-related litigation is unfavorable to us, our business, operating results, and financial condition
could be adversely affected. Regardless of whether litigation relating to our intellectual property rights is successful,
ongoing litigation as described herein could significantly increase our costs and divert management’s attention from
operation of our business, which could adversely affect our results of operations and financial condition. Although we
take all reasonable measures to verify that our products, technologies and marks do not infringe on the intellectual
property rights of others, we cannot guarantee that they do not or will not. Allegations, litigation, cease and desist letters,
court ordered injunctions, and the like relating to potential infringement of third-party intellectual property could result in
significant costs, damages and substantial uncertainty.
We may be subject to cybersecurity events and other disruptions to our information technology systems, data and
connected products that could adversely affect our business.
Cybersecurity threats and incidents have been occurring globally at a more frequent and severe level and will likely
continue to increase in frequency and severity in the future. As technological advances develop and our reliance on
technology increases, our business is subject to risk from cybersecurity threats and incidents, including attempts to gain
unauthorized access to our systems and networks, or those of our third-party vendors and service providers, the
16
disruption of operations, the corruption of data or theft of confidential or personal information, and other cybersecurity
incidents.
We use many information technology systems, some of which are managed or hosted by third parties, and manufacture
connected products (including connected vehicles), some of which are managed by third parties, in operating our
business. Those systems and products process potentially sensitive information, including intellectual property;
proprietary business information of Polaris and our dealers, suppliers, and other business partners; and personal
information of consumers and employees. Our information technology systems and connected products, including those
managed or hosted by third parties, have been, and could be in the future vulnerable to breach, damage, disruption, or
breakdown from various sources, including power loss, viruses, malware, ransomware, phishing, denial of service, and
other cyber-attacks that may be random, targeted, or the result of misconduct or error by individuals with access to our
systems. Although we monitor continually evolving cybersecurity threats, have implemented various measures designed
to manage risks relating to these types of threats, and have invested in layers of data and information technology
protection, these measures and the systems supporting them could prove to be inadequate and there can be no assurance
that our efforts will prevent disruptions or breaches of our information technology systems, connected products, data
and/or operations.
We have experienced cyber-attacks, as have third-parties who manage our information technology systems and other
third-party suppliers and service providers, but to our knowledge, we have not experienced any material disruptions or
breaches of our information technology systems, connected products, data or operations as a result of such cyber-attacks.
We could, however, experience material disruptions or breaches in the future. Such disruptions or breaches of our
information technology systems, connected products, data, or operations could adversely affect our business by resulting
in, among other things: (i) disruption to our business operations; (ii) compromise or loss of the information processed by
our information technology systems and connected products, such as intellectual property, confidential or proprietary
information, or personal information; (iii) impact to the performance and/or safety of our connected products; (iv)
damage to our reputation; (v) requirements to notify government authorities or affected individuals; and (vi) government
enforcement, litigation or regulatory proceedings.
We could be required to make a significant investment to remedy, mitigate or remediate the effects of any failures,
including, but not limited to, harm to our reputation, legal claims that we and/or our business partners (including third-
party vendors and service providers) may be subjected to, regulatory or enforcement action arising out of applicable
privacy and other laws, adverse publicity, or other events that may affect our business and financial performance.
Our business, data, services and products are subject to United States federal and state and international data privacy
laws and regulations and any failure to comply with these laws and regulations could harm our reputation, expose us
to damages and otherwise adversely affect our business.
As a global company, we are subject to laws and regulations in the United States and other countries concerning the
handling of personal data, including but not limited to those related to the collection, storage, handling, use, disclosure,
transfer, and security of personal data. These laws and regulations include, for example, the European Union’s General
Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), and other similar United
States state privacy laws. These laws and regulations are continuously evolving and developing, creating significant
uncertainty as privacy and data protection laws may be interpreted and applied differently from country to country and
may create inconsistent or conflicting requirements. Our ongoing compliance with the GDPR, CCPA, and other privacy
and data protection laws may result in significant costs and challenges that are likely to increase over time, particularly in
the event we introduce new connected products. Any failure, or perceived failure, by us or third-party service providers
to comply with our privacy or security policies or privacy-related legal obligations may result in governmental
enforcement actions, litigation, or negative publicity, and could have an adverse effect on our operating results and
financial condition.
Finance and Capital Structure Risks
Fluctuations in foreign currency exchange rates could result in declines in our reported sales and net earnings.
The changing relationships of the United States dollar to the Canadian dollar, Australian dollar, the Euro, the Swiss
franc, the Mexican peso, and certain other foreign currencies have from time to time had a negative impact on our results
of operations. Fluctuations in the value of the United States dollar relative to these foreign currencies can adversely
affect the price of our products in foreign markets, the costs we incur to import certain components for our products, and
the translation of our foreign balance sheets. In addition, with the recent strengthening of the United States dollar, we
17
have experienced a corresponding negative impact on our financial results with respect to our foreign operations. While
we actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange
hedging contracts from time to time, these contracts hedge foreign currency denominated transactions, and any change in
the fair value of the contracts would be offset by changes in the underlying value of the transactions being hedged.
Retail credit market deterioration and volatility may restrict the ability of our retail customers to finance the purchase
of our products and adversely affect our income from financial services.
We have arrangements with third parties to make retail financing available to consumers who purchase our products in
the United States and Canada. Furthermore, many customers use financing from lenders who do not partner with us, such
as local banks and credit unions. There can be no assurance that retail financing will continue to be available in the same
amounts and under the same terms that had been previously available to our customers. If retail financing is not available
to customers on satisfactory terms, consumer demand could be materially impacted and our sales and profitability could
be adversely affected.
We have a significant amount of debt outstanding and must comply with restrictive covenants in our debt agreements.
Provisions in our debt agreements could adversely affect our operating flexibility, pose risks of default and reduce our
flexibility to respond to an economic downturn.
Our credit agreement and other debt agreements contain financial and restrictive covenants that may limit our ability to,
among other things, borrow additional funds or take advantage of business opportunities. Increases in our debt or
decreases in our earnings could cause us to fail to comply with these financial covenants. Failing to comply with such
covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our
indebtedness or otherwise have a material adverse effect on our financial position, results of operation and debt service
capability.
Our outstanding debt and the financial and restrictive covenants contained in our credit agreement could have important
consequences on our financial position and results of operations, including increasing our vulnerability to increases in
interest rates because debt under our credit agreement bears interest at variable rates.
In addition, our outstanding amount of debt could limit our ability to raise additional capital or increase borrowing costs
on future debt if we are unable to replace existing debt with comparable new debt and may have the effect, among other
things, of reducing our flexibility to respond to changing business and economic conditions, requiring us to use a portion
of our cash flows to repay indebtedness and placing us at a disadvantage compared to competitors with lower debt
obligations. Furthermore, each of the credit rating agencies reviews its rating periodically, and there is no guarantee that
our current credit ratings will remain the same. Should the credit rating agencies lower our credit ratings or if we were to
lose our investment-grade rating, we could face further constraints on our ability to raise additional capital and face an
increase in borrowing costs on future debt. Our ability to make payments on and to refinance our indebtedness depends
on our ability to generate cash in the future.
Additional tax expense or tax exposure could impact our financial performance.
General Risks
We are subject to income taxes and other business taxes in various jurisdictions in which we operate. Our tax liabilities
are dependent upon the earnings generated in these different jurisdictions. Our provision for income taxes and cash tax
liability could be adversely affected by numerous factors, including income before taxes being lower than anticipated in
jurisdictions with lower statutory tax rates and higher than anticipated in jurisdictions with higher statutory tax rates,
changes in the valuation of deferred tax assets and liabilities and changes in tax laws and regulations in various
jurisdictions. We also have negotiated and are party to certain tax incentives that require the Company comply with
certain covenants. We are also subject to the continuous examination of our income tax returns by various tax authorities.
The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures or
the loss of any tax incentive may have an adverse effect on the Company’s provision for income taxes and cash tax
liability. Furthermore, a material change in the tax laws, treaties, or regulations, or their interpretation, of any jurisdiction
with which we and our subsidiaries do business or have significant operations could adversely affect us.
For example, in 2021, the Organization for Economic Cooperation and Development (“OECD”) announced that 136
countries and tax jurisdictions have agreed to implement a new “Two Pillar” approach to international taxation. The first
pillar will establish a new taxing right for countries in which a business has a significant economic presence, even though
it may not have the degree of physical presence in that country needed to establish a taxing right under existing tax
18
treaties. The second pillar is designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of
operation. The OECD continues to release guidance and countries are implementing legislation to adopt the rules, which
are expected to become effective for the first time in 2024. The United States has not yet enacted legislation
implementing the second pillar. Depending on how the jurisdictions in which we operate choose to implement the
OECD’s approach in their tax treaties and domestic tax laws, we and our subsidiaries could be adversely affected due to
some of our income being taxed at higher effective rates, once these new rules come into force.
An impairment in the carrying value of goodwill and trade names could negatively impact our consolidated results of
operations and net worth.
Goodwill and indefinite-lived intangible assets, such as our trade names, are recorded at fair value at the time of
acquisition and are not amortized but are reviewed for impairment at least annually or more frequently if impairment
indicators arise. Our determination of whether goodwill impairment has occurred is based on a comparison of each of our
reporting units’ fair market value with its carrying value. Significant and unanticipated changes in circumstances, such as
significant and long-term adverse changes in business climate, negative perception of the Company’s brands and
tradenames, unanticipated competition, and/or changes in technology or markets, could require a provision for
impairment in a future period that could negatively impact our reported earnings and reduce our consolidated net worth
and shareholders’ equity.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities,
increased costs, reputational harm and other adverse effects on our business.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on
environmental, social and governance (“ESG”) matters relating to businesses, including climate change and greenhouse
gas emissions, human capital and diversity, equity and inclusion. We make statements about our ESG goals and
initiatives through information provided on our website, press statements and other communications, including through
our “Geared for Good” ESG Report. Responding to these ESG matters involves implementing new processes and
procedures to comply with new laws and involves risks and uncertainties, including those described under “Forward-
Looking Statements.” These efforts may require investments which may be impacted by factors outside of our control. In
addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and
evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including
differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by us to
achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG
laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in reputational
harm, loss of investor confidence, legal and regulatory proceedings against us and materially adversely affect our
business, reputation, results of operations, financial condition and stock price.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 1C. Cybersecurity
As a key component of Polaris’ Enterprise Risk Management process, Polaris’ cybersecurity risk management program
is designed to align with industry-standard cybersecurity frameworks and includes processes related to each of the
following functions: identification, protection, detection, response, and recovery. Examples of relevant processes include
steps for: assessing the severity of a cybersecurity threat; identifying the source of a cybersecurity threat, including
whether the cybersecurity threat is associated with a third-party service provider; implementing cybersecurity
countermeasures and mitigation strategies; and remediating and escalating cybersecurity incidents using cross-functional
expertise. Our cybersecurity risk management program also includes risk-based processes related to overseeing and
identifying cybersecurity risks associated with the use of third-party providers, including processes related to: conducting
cybersecurity assessments of third-party service providers, including cybersecurity obligations in contract with third-
party service providers; and receiving and responding to notification of cybersecurity incidents of third-party service
providers. Our cybersecurity team engages third-party security experts to assist with our processes for assessing,
identifying, and managing risks from cybersecurity threat, including, for example, assessment of the maturity of our
19
cybersecurity risk management program, penetration testing, employee awareness testing, phish testing, and incident
monitoring and response, including conducting tabletop exercises.
Our cybersecurity risk management program is under the direction of our Senior Vice President and Chief Digital and
Information Officer, who has 30 years of technology leadership, and staffed by a cybersecurity team that includes
personnel with a range of information and product security experience, from early-career professionals with
cybersecurity degrees to seasoned professionals with multiple cybersecurity-related certifications and more than twenty
years of experience. The Senior Vice President and Chief Digital and Information Officer received reports from our
cybersecurity team on the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Executive
Cybersecurity Council meets as appropriate and receives updates from the Senior Vice President and Chief Digital and
Information Officer and the cybersecurity team regarding our cybersecurity risks and risk management program;
cybersecurity incidents and our response to them; and, as appropriate, developments in the external cybersecurity
landscape, including learnings from external cybersecurity incidents.
Our full Board of Directors provides oversight of our cybersecurity risk management program and receives updates on
the program from the Senior Vice President and Chief Digital and Information Officer on a quarterly basis, or more
frequently as appropriate. Those updates include information regarding our cybersecurity risks and risk management
program; cybersecurity incidents and our response to them; and, as appropriate, developments in the external
cybersecurity landscape, including any learnings from external cybersecurity incidents.
In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially
affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot
eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected
cybersecurity incident. For more information about these risks, please see “Risk Factors - Regulatory, Intellectual
Property, Cybersecurity and Privacy Risks” in this annual report on Form 10-K.
20
Item 2. Properties
The following sets forth the Company’s material properties as of December 31, 2023:
Location
Medina, Minnesota
Roseau, Minnesota
Facility Type/Use
Headquarters
Wholegoods manufacturing and R&D
Huntsville, Alabama
Wholegoods manufacturing
Monterrey, Mexico
Wholegoods manufacturing
Elkhart, Indiana
Wholegoods manufacturing
Wholegoods manufacturing
Opole, Poland
Wholegoods manufacturing
Spirit Lake, Iowa
Wholegoods manufacturing
Chanas, France
Wholegoods manufacturing
Shanghai, China
Wholegoods manufacturing and R&D
Bourran, France
Wholegoods manufacturing and R&D
Aix-les-Bains, France
Component parts & engine manufacturing
Osceola, Wisconsin
Component parts manufacturing
Monticello, Minnesota
Research and development facility
Wyoming, Minnesota
Distribution center
Fernley, Nevada
Wilmington, Ohio
Distribution center
Vermillion, South Dakota Distribution center
Rigby, Idaho
Distribution center and office facility
Plymouth, Minnesota
Office facility
*Legend: Corp - Corporate (all segments), Off - Off Road, On - On Road, M - Marine
Primary
Segment*
Corp
Off
Off / On
Off
M
Off / On
On
On
Off
On
On
Off / On
Off / On
Off / On
Off / On
Off / On
Off / On
Off / On
Corp
Owned or
Leased
Owned
Owned
Primarily
owned
Primarily
owned
Primarily
owned
Leased
Owned
Owned
Leased
Leased
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Primarily
owned
Square
Footage
130,000
818,000
1,400,000
2,700,000
1,420,000
365,000
448,000
196,000
215,000
105,000
98,000
293,000
109,000
272,000
475,000
658,000
610,000
108,000
170,000
Including the material properties listed above and those properties not listed, we have over seven million square feet of
global manufacturing and research and development space. Additionally, we have over seven million square feet of
global warehouse and distribution center space. For product development and testing of our vehicles, we utilize various
parcels of land, including owned or public land near our manufacturing and engineering facilities, land owned in Texas
dedicated to testing of our ORVs, and other pieces of public land around the world that provide the appropriate
conditions for testing. We also have international office facilities in Western Europe, Australia, New Zealand, Brazil,
India, China, Japan, and Mexico.
We own substantially all tooling and machinery used in the manufacture of our products. We make ongoing capital
investments in our facilities. These investments have increased production capacity for our products. We believe our
current manufacturing and distribution facilities are adequate in size and suitable for our present manufacturing and
distribution needs.
Item 3. Legal Proceedings
We are involved in a number of legal proceedings incidental to our business, none of which is presently expected to have
a material effect on our financial position, results of operations or cash flows, or the financial results of our business.
As of the date hereof, we are party to certain putative class actions brought by the same plaintiff’s counsel and largely
repeating the same allegations regarding various state consumer protection laws focused on rollover protection
structures’ certifications for various Polaris off-road vehicles sold in California. The first case brought related to this
matter—Guzman/Albright—was first reported in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020. The district court granted summary judgment against both plaintiffs’ claims, which the plaintiffs
appealed. The Ninth Circuit issued two rulings in September 2022 that reversed the district court’s summary judgment
21
rulings and remanded the case to the district court with instructions to dismiss one plaintiff’s claims without prejudice.
The plaintiff whose claims were dismissed without prejudice refiled a putative class action in California State Court
under the name Albright. In June 2023, the Albright court granted the parties’ stipulation to stay that case pending a
decision on class certification in the Guzman case. On September 27, 2023, the district court in Guzman entered an order
granting in part and denying in part plaintiff’s motion for class certification. The district court certified a California class
for plaintiff’s claim seeking money damages under the California Consumers Legal Remedies Act but denied class
certification on plaintiff’s claim seeking injunctive relief under Fed. R. Civ. P. 23(b)(2). On October 11, 2023, Polaris
filed a petition to appeal the portion of the district court’s order granting class certification. On December 14, 2023, the
Ninth Circuit denied Polaris’s petition. On December 20, 2023, the court in Albright entered an order setting a hearing
for June 27, 2024 to review the stay of proceedings in that case. On January 30, 2024, the Guzman court entered an
amended scheduling order in that case setting dates for further expert discovery, the filing of dispositive motions and
other pre-trial motions, and a trial date of December 3, 2024. The second case—Hellman/Berlanga—was first reported in
the Company’s quarterly report for the period ended June 30, 2021. Plaintiffs’ counsel, in both the Albright and Hellman/
Berlanga cases, filed similar putative class actions on behalf of certain plaintiffs dismissed from the Hellman/Berlanga
case in Texas (Lollar), Nevada (Mitchell), and Oregon (Artoff), though the Lollar and Mitchell matters have since been
dismissed, the parties reached a final settlement agreement of the plaintiff’s individual claims in Artoff, and another
plaintiff from the Hellman/Berlanga matter, Michael Hellman, has been dismissed. In May 2023, the remaining plaintiff
in the Berlanga case filed a motion for class certification. We have filed an opposition to the plaintiff’s motion for class
certification and have filed a motion to exclude the opinions of certain of plaintiff’s expert witnesses. On August 28,
2023, the United States District Court for the Eastern District of California transferred the Berlanga case to the United
States District Court for the Central District of California. On September 13, 2023, the district court in the Guzman case
consented to the transfer of the Berlanga case. That district court has not yet ruled on the Berlanga plaintiff’s motion for
class certification or Polaris’s motion to exclude the opinions of plaintiff’s expert witnesses in that case.
As previously reported in the Company’s quarterly report on Form 10-Q for the period ended September 30, 2021, the
district court in In re Polaris dismissed half of the plaintiffs and their claims related to alleged fire hazards in certain
Polaris products. Plaintiffs’ counsel voluntarily dismissed the remaining plaintiffs to appeal. The Eighth Circuit affirmed
dismissal of the claims brought by plaintiffs who had appealed. On April 28, 2022, the In re Polaris plaintiffs’ counsel
filed a new, substantially similar putative class action in California State Court, seeking damages for alleged economic
loss: James DeBiasio v. Polaris Industries Inc. (County of Los Angeles, Ca.). We removed the matter to federal court
(C.D. Cal) in June 2022 and have moved to dismiss the plaintiff’s claims; plaintiff filed a motion to remand the case. The
district court denied plaintiff’s motion to remand and granted our motion to dismiss, allowing plaintiff to file an amended
complaint. We moved to dismiss plaintiff’s amended complaint, which the Court denied in March 2023. On February 5,
2024, the DeBiasio court entered an amended scheduling order setting dates for fact and expert discovery, and the filing
of class certification, dispositive, and other motions. The court did not set a trial date. The parties are currently engaged
in fact discovery.
With respect to each of these putative class action lawsuits, we are unable to provide any reasonable evaluation of the
likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Shares of common stock of Polaris Inc. trade on the New York Stock Exchange under the symbol PII. On February 9,
2024, there were 1,601 shareholders of record of the Company’s common stock and the last reported sale price for shares
of our common stock on the New York Stock Exchange was $91.06 per share. The Company has historically paid cash
dividends and expects to continue to pay comparable cash dividends in the future, subject to the approval of the
Company’s Board of Directors, which will depend on market and other conditions.
STOCK PERFORMANCE GRAPH
The following graph compares the five-year cumulative total return to shareholders (stock price appreciation plus
reinvested dividends) for the Company’s common stock with the comparable cumulative return of two indexes: S&P
Midcap 400 Index and S&P Composite 1500 Leisure Products Index.
The graph assumes the investment of $100 at the close on December 31, 2018 in common stock of the Company and in
each of the indexes, and the reinvestment of all dividends since that date to December 31, 2023. Points on the graph
represent the performance as of the last business day of each of the years indicated.
Assumes $100 Invested at the close on December 31, 2018
Assumes Dividend Reinvestment
Fiscal Year Ended December 31, 2023
2018
$ 100.00
Polaris Inc.
S&P Midcap 400 Index
100.00
S&P Composite 1500 Leisure Products Index 100.00
2019
$ 136.45
126.20
129.24
2020
$ 131.26
143.44
148.71
2021
$ 154.63
178.95
180.32
2022
$ 145.33
155.58
125.97
2023
$ 139.86
181.15
131.61
23
Comparison of 5-Year Cumulative Total Return Among Polaris Inc., S&P Midcap 400 Index, and S&P
Composite 1500 Leisure Products Index
This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that
Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933,
as amended, or the Exchange Act.
The table below sets forth the information with respect to purchases made by or on behalf of Polaris of its own stock
during the fourth quarter of the fiscal year ended December 31, 2023.
Period
October 1–31, 2023
November 1–30, 2023
December 1–31, 2023
Total
Issuer Purchases of Equity Securities
Total Number of
Shares Purchased
5,000
105,000
100,000
210,000
Average Price Paid
per Share
$
$
$
$
86.60
89.41
90.89
90.05
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
5,000
Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under the Program (1)
$ 1,203,577,355
105,000
$ 1,194,190,453
100,000
$ 1,185,102,460
210,000
(1)
In October 2023, the Company’s Board of Directors authorized the purchase of up to an additional $1.0 billion of
the Company’s outstanding common stock, in addition to the amount still outstanding on its April 2021 share
repurchase program. As of December 31, 2023, the Company was authorized to repurchase up to an additional
$1,185.1 million of the Company’s common stock. The share repurchase program does not have an expiration
date.
24
Polaris Inc.S&P Midcap 400 IndexS&P Composite 1500 Leisure Products Index20182019202020212022202380100120140160180200
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion pertains to the results of operations and financial position of the Company and should be read
in conjunction with the Consolidated Financial Statements and the Notes thereto included elsewhere in this report. This
section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and
2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form
10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part
II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Overview
2023 was a record year for sales, which totaled $8.9 billion, a four percent increase from 2022. The year-over-year
increase in sales was driven primarily by product mix and increased shipments.
Gross profit totaled $2.0 billion in both 2023 and 2022. Expressed as a percentage of sales, gross profit decreased in
2023 as compared to 2022, primarily due to unfavorable foreign currency exchange rate movement and higher finance
interest, both partially offset by higher net pricing.
Full year net income from continuing operations attributable to Polaris Inc. of $502.8 million decreased 17 percent from
2022, with diluted earnings per share from continuing operations decreasing from $10.04 to $8.71 per share. In addition
to the reasons discussed above, these decreases were primarily the result of increased operating expenses and higher
interest expense. We reported Adjusted EBITDA of $1,020.9 million in 2023 compared to $1,075.9 million in 2022. For
information on how we define and calculate Adjusted EBITDA, and a reconciliation from net income from continuing
operations to Adjusted EBITDA, see “Non-GAAP Financial Measures”.
On February 1, 2024, we announced that our Board of Directors declared a quarterly cash dividend of $0.66 per share for
the first quarter of 2024, a two percent increase from the prior quarterly cash dividend, representing the 29th consecutive
year of increased dividends to shareholders.
25
Consolidated Results of Operations
The consolidated results of operations were as follows:
($ in millions except per share data)
Sales
Cost of sales
Gross profit
Percentage of sales
Operating expenses:
Selling and marketing
Research and development
General and administrative
Total operating expenses
Percentage of sales
Income from financial services
Operating income
Non-operating expense:
Interest expense
Other (income) expense, net
Loss on sale of businesses
Income from continuing operations before
income taxes
Provision for income taxes
Effective income tax rate
Net income from continuing operations
Net loss (income) attributable to
noncontrolling interest
Net income from continuing operations
attributable to Polaris Inc.
Percentage of sales
For the Years Ended December 31,
2023
$ 8,934.4
$ 6,974.5
$ 1,959.9
2022
$ 8,589.0
$ 6,629.5
$ 1,959.5
21.9 %
22.8 %
Change
2023 vs. 2022
2021
4 % $ 7,439.2
5 % $ 5,688.3
0 % $ 1,750.9
-88 basis
points
23.5 %
Change
2022 vs. 2021
15 %
17 %
12 %
-72 basis
points
$
542.3
374.3
422.8
$ 1,339.4
$
480.8
366.7
355.9
$ 1,203.4
458.2
13 % $
328.7
2 %
19 %
305.8
11 % $ 1,092.7
14.7 %
14.0 % +98 basis
points
66 % $
(13) % $
48.4
804.5
53.8
712.0
15.0 %
80.4
700.9
125.0
(44.5)
—
620.4
117.7
19.0 %
502.7
0.1
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
71.7
(28.6)
—
761.4
74 % $
56 % $
— $
(19) % $
44.2
2.3
36.8
628.7
(26) % $
158.0
20.7 % -178 basis
points
132.1
21.0 %
20 %
-26 basis
points
603.4
(0.5)
(17) % $
NM
496.6
(0.4)
$
502.8
$
602.9
(17) % $
496.2
5.6 %
7.0 % -140 basis
points
6.7 % +35 basis
points
5 %
12 %
16 %
10 %
-68 basis
points
(10) %
13 %
62 %
NM
NM
21 %
22 %
25 %
22 %
Adjusted EBITDA
Adjusted EBITDA Margin
$ 1,020.9
$ 1,075.9
(5) % $
11.4 %
12.5 % -110 basis
points
956.2
12.9 %
13 %
-33 basis
points
Diluted net income from continuing
operations per share attributable to Polaris
Inc. shareholders
Weighted average diluted shares outstanding
NM = not meaningful
$
8.71
$
10.04
(13) % $
7.92
27 %
57.7
60.1
(4) %
62.7
(4) %
26
Sales:
The year-over-year increase in sales was driven primarily by product mix and increased shipments.
The components of the consolidated sales change were as follows:
Volume
Product mix and price
Currency
Percent change in total
Company sales compared to the prior year
2023
2022
2 %
2
—
4 %
1 %
16
(2)
15 %
The year-over-year volume increase was driven by increased ORV and snowmobile shipments. Product mix and price
drove an increase in sales as a result of a higher sales mix of premium ORV models, which was partially offset by higher
finance interest.
Sales by geographic region were as follows:
($ in millions)
United States
Canada
Other countries
Total sales
For the Years Ended December 31,
2023
$ 7,122.2
584.0
1,228.2
$ 8,934.4
2022
Percent
of Total
Sales
80 % $ 6,809.2
606.7
6 %
14 %
1,173.1
100 % $ 8,589.0
Percent
of Total
Sales
79 %
7 %
14 %
100 %
Percent
Change
2023 vs.
2022
2021
5 % $ 5,742.3
573.7
(4) %
5 %
1,123.2
4 % $ 7,439.2
Percent
of Total
Sales
Percent
Change
2022 vs.
2021
77 % 19 %
6 %
8 %
4 %
15 %
100 % 15 %
Sales in the United States for 2023 increased five percent during the year, primarily driven by product mix and increased
shipments, partially offset by higher finance interest.
Sales in Canada decreased four percent during 2023, primarily due to unfavorable foreign currency exchange rate
movement. Currency rate movements had an unfavorable impact of three percentage points on sales in 2023.
Sales in other countries, primarily in Europe, increased five percent during 2023, primarily driven by product mix.
Currency rate movements had a favorable impact of two percentage points on sales in 2023.
Cost of sales:
The following table reflects our cost of sales in dollars and as a percentage of sales:
($ in millions)
Purchased materials
and services
Labor and benefits
Depreciation and
amortization
Warranty costs
Total cost of sales
Percentage of sales
Percent of
Total Cost
of Sales
2022
Percent of
Total Cost
of Sales
Change
2023 vs.
2022
2023
Percent of
Total Cost
of Sales
Change
2022 vs.
2021
2021
For the Years Ended December 31,
$ 5,802.9
83 % $ 5,606.4
756.7
205.8
209.1
$ 6,974.5
78.1 %
11 %
656.0
3 %
183.6
3 %
183.5
100 % $ 6,629.5
77.2 %
84 %
10 %
3 %
3 %
100 %
4 % $ 4,826.8
15 %
568.5
12 %
162.6
130.4
14 %
5 % $ 5,688.3
+88 basis
points
76.5 %
85 %
10 %
3 %
2 %
100 %
16 %
15 %
13 %
41 %
17 %
+72 basis
points
The year-over-year increase in cost of sales was primarily due to higher labor, warranty, and depreciation and
amortization expenses. Higher sales volumes and product mix also contributed to the increase.
27
Gross profit:
Gross profit for 2023, as a percentage of sales, decreased primarily due to unfavorable foreign currency exchange rate
movement and higher finance interest, both partially offset by higher net pricing.
Operating expenses:
Operating expenses for 2023, in absolute dollars and as a percentage of sales, increased compared to 2022, primarily due
to higher general and administrative and selling and marketing expenses.
Income from financial services:
The following table reflects our income from financial services:
For the Years Ended December 31,
($ in millions)
Income from Polaris Acceptance joint venture
Income from retail credit agreements
Net income (expense) from other financial services
2023
$ 41.5
39.0
(0.1)
2022
$ 15.1
34.3
(1.0)
Change
2023 vs. 2022
2021
175 % $ 7.7
14 % 41.3
4.8
NM
Change
2022 vs. 2021
96 %
(17) %
NM
activities
Total income from financial services
Percentage of sales
$ 80.4
$ 48.4
66 % $ 53.8
0.9 %
0.6 % +34 basis
points
(10) %
0.7 % -16 basis
points
Income from financial services increased 66 percent in 2023, primarily due to higher wholesale financing income from
Polaris Acceptance driven by higher dealer inventory levels.
Interest expense:
Interest expense increased for 2023 due to higher interest rates.
Other (income) expense, net:
Other (income) expense is primarily the result of currency exchange rate movements and the corresponding effects on
currency transactions related to our international subsidiaries.
Provision for income taxes:
The decrease in the effective income tax rate for 2023 was primarily due to an increase in research and development
credits, a non-cash increase of deferred tax assets, and the favorable impact of lower pretax income generated in 2023,
partially offset by a decreased deduction for Foreign Derived Intangible Income (“FDII”).
Adjusted EBITDA:
Adjusted EBITDA, in absolute dollars and as a percentage of sales, decreased in 2023 due to increased operating
expenses, higher finance interest and unfavorable foreign currency exchange rate movement, partially offset by higher
net pricing.
Weighted average diluted shares outstanding:
Weighted average diluted shares outstanding decreased throughout 2023 primarily due to share repurchases.
Segment Results of Operations
The summary that follows provides a discussion of the results of operations of each of our three reportable segments, Off
Road, On Road, and Marine. Each of these segments is comprised of various product offerings that serve multiple end
markets. We evaluate performance based on sales and gross profit. The Corporate amounts include revenues and costs of
businesses that were divested in 2021, as well as costs that are not allocated to segments, including certain unallocated
manufacturing costs. Businesses that are presented as discontinued operations are excluded from the tables below.
28
Our sales and gross profit by reporting segment, which includes the respective PG&A, were as follows:
For the Years Ended December 31,
2023
6,984.4
1,184.6
765.4
—
8,934.4
Percent
of Sales
78 % $
13 %
9 %
— %
100 % $
2022
6,436.2
1,163.4
989.4
—
8,589.0
Percent
Change
2023 vs.
2022
Percent
of Sales
9 % $
75 %
2 %
14 %
11 % (23) %
NM
— %
4 % $
100 %
Percent
Change
2022 vs.
2021
Percent
of Sales
75 % 15 %
14 % 13 %
10 % 30 %
NM
1 %
100 % 15 %
2021
5,574.6
1,031.8
760.2
72.6
7,439.2
For the Years Ended December 31,
2023
1,531.6
240.4
169.0
18.9
1,959.9
Percent
of Sales
21.9 % $
20.3 %
22.1 %
21.9 % $
2022
1,523.4
206.3
222.5
7.3
1,959.5
Percent
Change
2023 vs.
2022
Percent
of Sales
1 % $
23.7 %
17.7 % 17 %
22.5 % (24) %
NM
0 % $
22.8 %
Percent
Change
2022 vs.
2021
Percent
of Sales
23.9 % 15 %
15.6 % 28 %
22.4 % 30 %
NM
23.5 % 12 %
2021
1,329.8
160.7
170.6
89.8
1,750.9
($ in millions)
Off Road
On Road
Marine
Corporate
Total sales
($ in millions)
Off Road
On Road
Marine
Corporate
Total gross profit
NM = not meaningful
Off Road:
$
$
$
$
Off Road sales, inclusive of PG&A sales, increased nine percent in 2023 driven by increased shipments and product mix,
partially offset by higher finance interest. Sales to customers outside of North America increased one percent in 2023
driven by increased snowmobile shipments. The average per unit sales price for the Off Road segment increased
approximately two percent, driven by higher pricing.
Additional information on our end markets for 2023:
•
•
•
•
•
•
•
•
Polaris North America ATV unit retail sales up low-single digits percent
Polaris North America side-by-side unit retail sales up mid-single digits percent
Total Polaris North America ORV unit retail sales up mid-single digits percent
Estimated North America industry ORV unit retail sales up low-single digits percent
Total Polaris North America ORV dealer inventories up approximately 55 percent
Polaris North America snowmobile unit retail sales for the 2023-2024 season-to-date period through December
31, 2023 up low-teens percent
Estimated North America industry snowmobile unit retail sales for the 2023-2024 season-to-date period through
December 31, 2023 up low-double digits percent
Total Polaris North America snowmobile dealer inventories up approximately 120 percent
Gross profit, as a percentage of sales, decreased in 2023 primarily due to unfavorable product mix, higher finance
interest, and foreign currency exchange rate movement, partially offset by lower input costs.
On Road:
On Road sales, inclusive of PG&A sales, increased two percent in 2023 driven by product mix. On Road sales to
customers outside of North America increased nine percent in 2023, driven by product mix. The average per unit sales
price for the On Road segment increased five percent, driven by product mix.
29
Additional information on our end markets for 2023:
•
•
•
Indian Motorcycle North America unit retail sales up mid-single digits percent
Estimated North America industry 900cc cruiser, touring, and standard motorcycle unit retail sales down high-
single digits percent
Polaris North America motorcycle dealer inventories up approximately 20 percent
Gross profit, as a percentage of sales, increased in 2023 due to favorable product mix and lower input costs, partially
offset by increased warranty costs and higher finance interest.
Marine:
Marine sales decreased 23 percent, primarily due to decreased shipments, partially offset by higher net pricing.
Additional information on our end markets for 2023:
•
•
•
•
Polaris U.S pontoon unit retail sales down mid-single digits percent
Estimated U.S. industry pontoon unit retail sales down high-single digits percent
Polaris U.S. deck boat unit retail sales down mid-teens percent
Estimate U.S. industry deck boat unit retail sales down mid-twenties percent
Gross profit, as a percentage of sales, decreased due to a decrease in sales volumes resulting in decreased leverage of
manufacturing costs, partially offset by higher net pricing.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we
use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating
performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other
companies, are presented to enhance investors’ overall understanding of our financial performance and should not be
considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income from continuing
operations, excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash,
non-recurring, or non-operating items impacting net income from continuing operations from time to time. For example,
costs associated with our multi-phase supply chain transformation initiative and certain corporate restructuring activities,
such as acquisitions and divestitures, are included as non-GAAP adjustments. We use the non-GAAP financial measure
of Adjusted EBITDA Margin, which is defined as Adjusted EBITDA divided by net sales. We believe that Adjusted
EBITDA and Adjusted EBITDA Margin help identify underlying trends in our business that could otherwise be masked
by the effect of the expenses that we exclude from Adjusted EBITDA and Adjusted EBITDA Margin.
We believe that these measures provide useful information about our financial performance, enhance the overall
understanding of our past performance and future prospects, and allow for greater transparency with respect to key
metrics used by our management for financial and operational decision making. We are presenting these non-GAAP
measures to assist investors in seeing our financial performance through the eyes of management, and because we
believe that these measures provide an additional tool for investors to use in comparing our core financial performance
over multiple periods with other companies in our industry.
Adjusted EBITDA has limitations and should not be considered in isolation from, as a substitute for, or more meaningful
than, net income from continuing operations as determined in accordance with GAAP. Certain items excluded from
Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance. Our
presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our results
will be unaffected by unusual or non-recurring items.
The following table presents a reconciliation of net income from continuing operations, the most comparable GAAP
financial measure, to Adjusted EBITDA for each of the periods presented:
30
($ in millions)
Sales
For the Years Ended December 31,
2023
2022
2021
$
8,934.4
$
8,589.0
$
7,439.2
Net income from continuing operations
Provision for income taxes
Interest expense
Depreciation
Intangible amortization (1)
Distributions from other affiliates and impairment charges (2)
Acquisition-related costs (3)
Restructuring and realignment expenses (4)
Class action litigation expenses (5)
Loss on sale of businesses (6)
502.7
117.7
125.0
241.2
17.7
(1.4)
1.3
8.2
8.5
—
603.4
158.0
71.7
214.0
18.8
(0.7)
—
6.2
4.5
—
496.6
132.1
44.2
193.4
22.9
7.7
—
13.1
9.4
36.8
Adjusted EBITDA
Adjusted EBITDA Margin
$
1,020.9
$
1,075.9
$
956.2
11.4 %
12.5 %
12.9 %
(1) Represents amortization expense for acquisition-related intangible assets
(2) Represents impairment charges and subsequent distributions related to a strategic investment held by the Company
(3) Represents adjustments for integration and acquisition-related expenses
(4) Represents adjustments for corporate restructuring, network realignment costs, and supply chain transformation costs
(5) Represents adjustments for certain class action litigation-related expenses
(6) Represents the loss associated with the Company’s divestiture of the Global Electric Motorcar (GEM) and Taylor-Dunn businesses
Liquidity and Capital Resources
Our primary sources of liquidity have been cash provided by operating and financing activities, including funds as
needed from our credit facility and issuances of long-term debt. Our primary uses of funds have been for new product
development, capital investments, cash dividends to shareholders, repurchases and retirement of common stock and
acquisitions. The seasonality of production and shipments cause working capital requirements to fluctuate during the
year and from year to year.
We believe that existing cash balances and cash flows to be generated from operating activities, borrowing capacity
under our credit facility and from future issuances or borrowings of long-term debt, will be sufficient to fund operations,
new product development, cash dividends to shareholders, repurchases and retirement of common stock, and capital
requirements for at least the next 12 months and for the foreseeable future thereafter.
31
Cash Flows
The following table summarizes the cash flows from operating, investing and financing activities of continuing
operations:
($ in millions)
Total cash provided by (used for):
Operating activities
Investing activities
Financing activities
Operating Activities:
For the Years Ended December 31,
2023
2022
Change
2023 vs. 2022
2021
Change
2022 vs. 2021
$
925.8 $
(462.0)
(431.3)
534.5 $
(319.3)
(363.2)
391.3 $
(142.7)
(68.1)
286.8 $
(288.4)
(107.6)
247.7
(30.9)
(255.6)
The increase in net cash provided by operating activities of continuing operations in 2023 was primarily the result of
reduced working capital in the current year compared to working capital additions in the prior year, partially offset by
lower net income from continuing operations.
Investing Activities:
The primary sources and uses of cash were for the purchase of property, equipment and tooling for continued capacity
and capability at our manufacturing, distribution and product development facilities, capital deployed for acquisitions
and proceeds received from the disposal of businesses, and distributions from and contributions to Polaris Acceptance.
Net cash used for investing activities of continuing operations increased in 2023 due to an increase in property,
equipment and tooling purchases, as well as cash utilized for an acquisition in the current period compared to proceeds
received for the disposal of certain businesses in the prior year.
Financing Activities:
The increase in net cash used for financing activities was attributable to decreased net borrowings under debt
arrangements. Net repayments totaled $158.2 million in 2023 compared to $257.7 million of net borrowings in 2022.
This increase was partially offset by lower share repurchases and increased proceeds from stock issuances under
employee plans.
Financing Arrangements:
We are party to an unsecured Master Note Purchase Agreement, as amended and supplemented, under which we have
issued senior notes. As of December 31, 2023, outstanding borrowings under the Master Note Purchase Agreement
totaled $350.0 million.
We are also party to an unsecured credit facility, which includes a $1.0 billion variable interest rate Revolving Loan
Facility that matures in June 2026, under which we have unsecured borrowings. As of December 31, 2023, there were
borrowings of $228.2 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term
Loan Facility, on which $780.0 million was outstanding as of December 31, 2023. We are required to make principal
payments under the Term Loan Facility totaling $45 million over the next 12 months. Interest is charged at rates based
on adjusted Term SOFR for the credit facility. As of December 31, 2023, we had $764.3 million of availability on the
Revolving Loan Facility.
In December 2021, we amended the credit facility to provide an unsecured incremental 364-day term loan (the
“Incremental Term Loan”) in the amount of $500 million, which was fully drawn on closing. In December 2022, we
further amended the unsecured credit facility to extend the maturity date of the Incremental Term Loan to December 15,
2023. The Incremental Term Loan was fully repaid in December 2023 using net proceeds from the Company’s sale of
senior notes in a public offering completed in November 2023.
In November 2023, we amended the credit facility to terminate all guarantees provided by our subsidiaries under the
credit facility, remove the requirement for our subsidiaries to provide guarantees of the obligations under the credit
facility, and remove certain of our subsidiaries as co-borrowers.
32
The agreements governing the credit facility and the Master Note Purchase Agreement contain covenants that require us
to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The agreements
require us to maintain an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not more than 3.50 to
1.00 on a rolling four quarter basis.
In November 2023, we issued $500 million aggregate principal amount of 6.950% Senior Notes pursuant to a public
offering. We received approximately $492 million pursuant to the notes after deducting the underwriting discount and
other fees and expenses. Net proceeds from the notes, along with cash on hand, were used to repay borrowings due in
December 2023 under the Incremental Term Loan. The notes bear interest at a rate of 6.950% per year, with interest
payable semi-annually in arrears in March and September of each year. The notes mature in March of 2029. The
indenture governing the senior notes is subject to customary covenants and make-whole provisions upon early
termination.
On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, we completed the acquisition of
Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which
manufactures boats (“Boat Holdings”). As a component of the Boat Holdings merger agreement, we have committed to
make a series of deferred payments to the former owners through July 2030. The original discounted payable was for
$76.7 million, of which $49.4 million was outstanding as of December 31, 2023.
As of December 31, 2023, and December 31, 2022, we were in compliance with all debt covenants. Our debt to total
capital ratio was 57 percent and 65 percent as of December 31, 2023 and December 31, 2022, respectively. Additionally,
as of December 31, 2023, we had letters of credit outstanding of $42.6 million, primarily related to purchase obligations
for raw materials.
Share Repurchases:
As of December 31, 2023, our Board of Directors has authorized us to repurchase up to an additional $1,185.1 million of
our common stock. We repurchased a total of 1.6 million shares of our common stock for $178.6 million during 2023,
which had a favorable impact on diluted net income from continuing operations per share of 13 cents.
Wholesale Customer Financing Arrangements:
We have arrangements with certain finance companies to provide secured floor plan financing for our dealers. These
arrangements provide liquidity by financing dealer purchases of our products without the use of our working capital. A
majority of the worldwide sales of snowmobiles, ORVs, motorcycles, boats and related PG&A are financed under
similar arrangements whereby we receive payment within a few days of shipment of the product. As of December 31,
2023 and 2022, the outstanding amount financed worldwide by dealers under these arrangements was approximately
$2,629.9 million and $1,893.9 million, respectively. We participate in the cost of dealer financing up to certain limits.
Under these arrangements, we have agreed to repurchase products repossessed by these finance companies. As of
December 31, 2023, the potential aggregate repurchase obligations were approximately $496.3 million. Our financial
exposure under these repurchase agreements is limited to the difference between the amounts unpaid by the dealer with
respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed
product. No material losses have been incurred under these agreements during the periods presented.
Retail Customer Financing Arrangements:
We have agreements with third-party financing companies to provide financing options to end consumers of our
products. We have no material contingent liabilities for residual value or credit collection risk under these agreements.
During 2023, consumers financed 27 percent of our vehicles sold in the United States through these arrangements. The
volume of installment credit contracts written in calendar year 2023 with these institutions was $1,403.1 million, a 28
percent increase from 2022.
Critical Accounting Policies and Critical Accounting Estimates
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S.
GAAP. Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements.
Some of those significant accounting policies require us to make difficult, subjective, or complex judgments or estimates.
An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires
assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different
33
estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur may have a
material impact on our financial condition or results of operations. The significant accounting policies that management
believes are the most critical to aid in fully understanding and evaluating our reported financial results include the
following: revenue recognition, sales promotions and incentives, product warranties, product liability, and goodwill and
other intangible assets.
Revenue recognition. With respect to wholegood vehicles, boats, and PG&A, revenue is recognized when we transfer
control of the product to our customer (primarily dealers and distributors). With respect to services provided by us,
revenue is recognized upon completion of the service or over the term of the service agreement in proportion to the costs
expected to be incurred in satisfying the obligations over the term of the service period. Revenue is measured based on
the amount of consideration that we expect to be entitled to in exchange for the goods or services transferred. Sales,
value add, and other taxes collected from a customer concurrent with revenue-producing activities are excluded from
revenue. When the right of return exists, we adjust the consideration for the estimated effect of returns. We estimate
expected returns based on historical sales levels, the timing and magnitude of historical sales return levels as a percent of
sales, type of product, type of customer, and a projection of this experience into the future. We have agreed to repurchase
products repossessed by the finance companies up to certain limits. Our financial exposure is limited to the difference
between the amount paid to the finance companies and the amount received on the resale of the repossessed product.
Sales promotions and incentives. We accrue for estimated sales promotion and incentive expenses, which are recognized
as a component of sales in measuring the amount of consideration we expect to receive in exchange for transferring
goods or providing services. Examples of sales promotion and incentive programs include dealer and consumer rebates,
volume incentives, retail financing programs and sales associate incentives. Sales promotion and incentive expenses are
estimated based on current programs, planned programs, and historical rates for each product line. We record these
amounts as a liability in the consolidated balance sheet until they are ultimately paid. As of December 31, 2023 and
2022, accrued sales promotions and incentives were $230.9 million and $127.0 million, respectively. Actual results may
differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive
programs or if the customer usage rate varies from historical trends. Adjustments to sales promotion and incentive
accruals are made as actual usage becomes known in order to properly estimate the amounts necessary to generate
consumer demand based on market conditions as of the balance sheet date.
Product warranties. We typically provide a limited warranty for our vehicles and boats for a period of six months to ten
years, depending on the product. We provide longer warranties in certain geographical markets as determined by local
regulations and customary practice and may also provide longer warranties related to certain promotional programs. Our
standard warranties require us, generally through our dealer network, to repair or replace defective products during such
warranty periods. The warranty reserve is established at the time of sale to the dealer or distributor based on
management’s best estimate using historical rates and trends. We record these amounts as a liability in the consolidated
balance sheet until they are ultimately paid. As of December 31, 2023 and 2022, the accrued warranty liability was
$181.1 million and $172.9 million, respectively. Adjustments to the warranty reserve are made based on actual claims
experience in order to properly estimate the amounts necessary to settle future and existing claims on products sold as of
the balance sheet date. The warranty reserve includes the estimated costs related to recalls, which are accrued when
probable and estimable. Factors that could have an impact on the warranty accrual include the following: changes in
manufacturing quality, shifts in product mix, changes in warranty coverage periods, impacts on product usage (including
weather), product recalls and changes in sales volume. Amounts estimated to be due and payable could differ materially
from what will ultimately transpire in the future and have a material adverse effect on our financial condition and results
of operations.
Product liability. We are subject to product liability claims in the normal course of business. In 2012, we began
purchasing excess insurance coverage for product liability claims. We self-insure product liability claims before the
policy date and up to the purchased insurance coverage after the policy date. The estimated costs resulting from any
losses are charged to operating expenses when it is probable a loss has been incurred and the amount of the loss is
reasonably estimable. There is significant judgment and estimation required in evaluating the possible outcomes and
potential losses of product liability matters. We utilize claims experience, historical trends and actuarial analysis, along
with an analysis of current claims, to assist in determining the appropriate loss reserve levels. As of December 31, 2023
and 2022, we had accruals of $136.7 million and $107.5 million, respectively, for the probable payment of pending
claims related to product liability litigation associated with our products. Adverse determination of material product
liability claims made against us could have a material adverse effect on our financial condition and results of operations.
34
Goodwill. Goodwill is tested at least annually for impairment and is tested for impairment more frequently when events
or changes in circumstances indicate that the asset might be impaired. We complete our annual goodwill impairment test
as of the first day of the fourth quarter.
We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of each
reporting unit is less than its carrying amount. A qualitative assessment requires that we consider events or circumstances
including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance,
changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or
carrying amount of a reporting unit’s net assets, and changes in our stock price. If, after assessing the totality of events
and circumstances, it is determined that it is more likely than not that the fair value of the reporting unit is less than its
carrying amount, or if we elect to bypass the qualitative test and proceed to a quantitative test, then the quantitative
goodwill impairment test is performed. A quantitative test includes comparing the fair value of each reporting unit to the
carrying amount of the reporting unit, including goodwill. If the estimated fair value is less than the carrying amount of
the reporting unit, an impairment is recognized in an amount equal to the difference, limited to the total amount of
goodwill allocated to that reporting unit.
Under the quantitative goodwill impairment test, the fair value of each reporting unit is determined using a discounted
cash flow analysis and market approach. Determining the fair value of the reporting units requires the use of significant
judgment, including discount rates, assumptions in our long-term business plan about future revenues and expenses,
capital expenditures, and changes in working capital, which are dependent on internal forecasts, estimation of long-term
growth for each reporting unit, and determination of the discount rate. These plans take into consideration numerous
factors including historical experience, anticipated future economic conditions, changes in raw material prices and
growth expectations for the industries and end markets in which we participate. These assumptions are determined over a
five-year long-term planning period. The five-year growth rates for revenues and EBITDA vary for each reporting unit
being evaluated. Revenues and EBITDA beyond five years are projected to grow at a terminal growth rate consistent
with industry expectations. Actual results may significantly differ from those used in our valuations. The forecasted
future cash flows are discounted using a discount rate developed for each reporting unit. The discount rates were
developed using market observable inputs, as well as our assessment of risks inherent in the future cash flows of each
respective reporting unit.
In estimating fair value using the market approach, we identify a group of comparable publicly traded companies for
each reporting unit that are similar in terms of size and product offering. These groups of comparable companies are used
to develop multiples based on total market-based invested capital as a multiple of EBITDA. We determine our estimated
values by applying these comparable EBITDA multiples to the operating results of our reporting units. The ultimate fair
value of each reporting unit is determined considering the results of both valuation methods. Inputs used to estimate
these fair values include significant unobservable inputs that reflect our assumptions about the inputs that market
participants would use and, therefore, the fair value assessments are classified within Level 3 of the fair value hierarchy.
In the fourth quarter of 2023, we completed the annual impairment test. It was determined that goodwill was not
impaired as each reporting unit’s fair value exceeded its carrying value. We completed a qualitative assessment for the
Off Road and On Road reporting units and elected to perform a quantitative goodwill test for the Marine reporting unit.
The difference between the fair value and carrying value of the Marine reporting unit was in excess of 10%.
Other intangible assets. Our primary identifiable intangible assets include: dealer/customer relationships and brand/trade
names. Identifiable intangible assets with finite lives are amortized and those identifiable intangible assets with indefinite
lives are not amortized. Identifiable intangible assets that are subject to amortization are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible
assets with indefinite lives are tested for impairment annually or more frequently when events or changes in
circumstances indicate that the asset might be impaired. We complete our annual impairment test for identifiable
intangible assets with indefinite lives as of the first day of the fourth quarter.
Our identifiable intangible assets with indefinite lives include brand/trade names. The impairment test consists of a
comparison of the fair value of the brand/trade name to its carrying value. The fair value is determined using the relief-
from-royalty method. This method assumes the brand/trade name has value to the extent that the owner is relieved of the
obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for
the related brand/trade names, the appropriate royalty rate and the discount rate. Forecasted revenues are derived from
our annual budget and long-term business plan and royalty rates are based on brand profitability. The discount rates are
35
developed using the market observable inputs used in the development of the reporting unit discount rates, as well as our
assessment of risks inherent in the future cash flows of each respective brand/trade name.
In the fourth quarter of 2023, we completed the annual impairment test. It was determined that our indefinite-lived
intangible assets were not impaired.
New Accounting Pronouncements
See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 1—Organization and Significant
Accounting Policies—New accounting pronouncements.”
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Inflation, Foreign Exchange Rates, and Interest Rates
Inflation:
We are subject to market risk from fluctuating market prices of certain purchased commodities and raw materials,
including steel, aluminum, copper, petroleum-based resins, certain rare earth metals and diesel fuel. In addition, we are a
purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others, which
are integrated into our end products. While such materials are typically available from numerous suppliers, commodity
raw materials are subject to price fluctuations. We generally buy these commodities and components based upon market
prices that are established with the vendor as part of the purchase process. We enter into commodity hedging contracts in
order to manage fluctuating market prices of certain commodities such as steel and diesel fuel. The total impact of
commodities had a favorable impact on our gross profit margins for 2023 when compared to 2022. Based on our current
outlook for commodity prices, the total impact of commodities is expected to have a favorable impact on our gross profit
margins for 2024 when compared to 2023.
Foreign Exchange Rates:
The changing relationships of the U.S. dollar to foreign currencies can have a material impact on our financial results.
Euro: We have operations in the Eurozone through wholly owned subsidiaries and distributors. We also purchase
components from certain suppliers directly for our U.S. operations in transactions denominated in Euros. Fluctuations in
the Euro to U.S. dollar exchange rate impacts sales, cost of sales, and net income.
Canadian Dollar: We operate in Canada through a wholly owned subsidiary. The relationship of the U.S. dollar in
relation to the Canadian dollar impacts both sales and net income.
Other currencies: We operate in various countries, principally in Europe, Mexico and Australia, through wholly owned
subsidiaries. We also sell to certain distributors in other countries and purchase components from certain suppliers
directly for our U.S. operations in transactions denominated in these foreign currencies. The relationship of the U.S.
dollar in relation to these other currencies impacts sales, cost of sales and net income.
Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value
of the U.S. dollar compared to other currencies in which we transact. We are most exposed to the Euro and Canadian
dollar. All other things being equal, at current annual volumes, a hypothetical 10 percent fluctuation of the U.S. dollar
compared to the Euro impacts annual operating income by approximately $21 million and a hypothetical 10 percent
fluctuation of the U.S. dollar compared to the Canadian Dollar impacts annual operating income by approximately $47
million.
We actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange
hedging contracts. A portion of our foreign currency exposure is mitigated with the following open foreign currency
hedging contracts as of December 31, 2023:
36
Foreign Currency
Australian Dollar
Canadian Dollar
Mexican Peso
Foreign currency hedging contracts
Currency Position
Notional amounts (in
millions of U.S. dollars)
Average exchange rate
of open contracts
Long
Long
Short
$
$
$
25.6
196.7
28.0
$0.66 to 1 AUD
$0.74 to 1 CAD
20 Peso to $1
In 2023, after consideration of the existing foreign currency hedging contracts, foreign currencies had a negative impact
on net income compared to 2022. We expect currencies to have a negative impact on net income in 2024 compared to
2023.
The assets and liabilities in all of our international entities are translated at the foreign exchange rate in effect at the
balance sheet date. Translation gains and losses are reflected as a component of accumulated other comprehensive loss,
net in the shareholders’ equity section of the consolidated balance sheets. Revenues and expenses in all of our
international entities are translated at the average foreign exchange rate in effect for each month of the year. Certain
assets and liabilities related to intercompany positions reported on our consolidated balance sheets that are denominated
in a currency other than the entity’s functional currency are translated at the foreign exchange rates at the balance sheet
date and the associated gains and losses are included in net income.
Interest Rates:
We are a party to an unsecured credit facility with various lenders consisting of a $1.0 billion revolving loan facility and
a $1.2 billion term loan facility. Interest accrues on the revolving loan and term loans at variable rates based on adjusted
Term SOFR plus the applicable add-on percentage as defined. As of December 31, 2023, there was $228.2 million
outstanding on the revolving loan and $780.0 million outstanding on the term loan. We enter into interest rate swaps in
order to maintain a balanced risk of fixed and variable interest rates associated with our debt. Based on the unhedged
variable-rate debt included in our debt portfolio as of December 31, 2023, a 100 basis point increase or decrease in
interest rates would increase or decrease interest expense by approximately $6 million.
Borrowings pursuant to our private senior notes and public senior notes bear interest at fixed rates. We are subject to
changes in the fair value of fixed-rate borrowings as a result of potential changes in prevailing interest rates. Changes in
the fair value of fixed-rate borrowings have no impact on the amount of interest incurred, cash flows or our financial
position.
37
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Management’s Report on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting . . . . . . . . .
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 . . . . .
Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021 . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022 and 2021 . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
39
40
41
43
44
45
46
47
48
38
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial
reporting of the Company. This system is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with United States generally
accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting as of
December 31, 2023. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—2013 Integrated Framework. Based on
management’s evaluation and those criteria, management concluded that the Company’s system of internal control over
financial reporting was effective as of December 31, 2023.
Management’s internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young
LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, in
which they expressed an unqualified opinion thereon.
/S/ MICHAEL T. SPEETZEN
Michael T. Speetzen
Chief Executive Officer
/S/ ROBERT P. MACK
Robert P. Mack
Chief Financial Officer
February 16, 2024
Further discussion of our internal controls and procedures is included in Item 9A of this report, under the caption
“Controls and Procedures.”
39
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Polaris Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Polaris Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Polaris Inc. (the Company) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO
criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related
consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the
period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item
15(a), and our report dated February 16, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 16, 2024
40
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Polaris Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Polaris Inc. (the Company) as of December 31, 2023
and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the
three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in
the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 16, 2024 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates
to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it
relates.
Product Liability
Description of
the Matter
At December 31, 2023, the Company had an accrual of $136.7 million for the probable payment of pending
claims related to product liability litigation associated with the Company’s products. As discussed in Note
14 to the consolidated financial statements, the Company is subject to product liability claims in the normal
course of business. The Company records product liability reserves for losses that are probable and
reasonably estimable utilizing historical trends and actuarial analysis, along with an analysis of current
claims.
Auditing management’s accounting for product liability claims was especially challenging due to the
significant judgment and estimation required in evaluating the probability and amount of loss, as well as the
actuarial methods applied.
41
How We
Addressed the
Matter in Our
Audit
We identified and tested controls over the identification and evaluation of product liability claims, including
the Company’s assessment and measurement of the estimate of the probable liability. We tested controls
over management's review of the methods, significant assumptions, and the completeness and accuracy of
the underlying data used by management’s actuarial specialist to assist management in estimating the
product liability reserve.
To test management’s assessment of the probability of occurrence of a loss and whether the amount of loss
was reasonably estimable, we inquired of internal counsel and other members of management to discuss the
facts and circumstances, including possible outcomes and potential losses. In addition, we received internal
and external legal counsel inquiry letters and obtained a representation letter from the Company. To test the
measurement of the product liability claims, we evaluated the method of measuring the contingency and
tested the accuracy and completeness of the data used to determine a range of loss. In addition, we involved
internal actuarial specialists to assist with our procedures related to the measurement of the product liability
reserve.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Minneapolis, Minnesota
February 16, 2024
42
POLARIS INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
December 31, 2023
December 31, 2022
Assets
Current assets:
Cash and cash equivalents
Trade receivables, net
Inventories, net
Prepaid expenses and other
Income taxes receivable
Total current assets
Property and equipment, net
Investment in finance affiliate
Deferred tax assets
Goodwill and other intangible assets, net
Operating lease assets
Other long-term assets
Total assets
Liabilities and Equity
Current liabilities:
Current financing obligations
Accounts payable
Accrued expenses
Other current liabilities
Total current liabilities
Long-term financing obligations
Other long-term liabilities
Total liabilities
Deferred compensation
Shareholders’ equity:
Preferred stock $0.01 par value per share, 20.0 shares authorized, no shares
issued and outstanding
Common stock $0.01 par value per share, 160.0 shares authorized, 56.5 and
57.0 shares issued and outstanding, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net
Total shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
$
$
$
$
$
$
$
367.8 $
306.4
1,810.5
198.0
9.0
2,691.7
1,201.5
141.1
295.9
906.4
143.9
135.8
5,516.3 $
54.0 $
713.1
1,123.6
43.1
1,933.8
1,854.4
297.0
4,085.2 $
10.3 $
—
0.6 $
1,231.8
243.5
(57.5)
1,418.4
2.4
1,420.8
5,516.3 $
324.5
343.0
1,896.1
183.7
20.3
2,767.6
1,018.4
93.1
210.5
910.6
111.0
106.7
5,217.9
553.6
847.6
896.8
30.6
2,328.6
1,504.2
271.0
4,103.8
12.6
—
0.6
1,152.1
33.8
(87.5)
1,099.0
2.5
1,101.5
5,217.9
The accompanying footnotes are an integral part of these consolidated statements.
43
POLARIS INC.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
For the Years Ended December 31,
2023
2022
2021
Sales
Cost of sales
Gross profit
Operating expenses:
Selling and marketing
Research and development
General and administrative
Total operating expenses
Income from financial services
Operating income
Non-operating expense:
Interest expense
Other (income) expense, net
Loss on sale of businesses
Income from continuing operations before income taxes
Provision for income taxes
Net income from continuing operations
Loss from discontinued operations, net of tax
Loss from sale of discontinued operations, net of tax
Net income
Net loss (income) attributable to noncontrolling interest
Net income attributable to Polaris Inc.
Amounts attributable to Polaris Inc. common shareholders:
Net income from continuing operations
Less net loss (income) attributable to noncontrolling interest
Net income from continuing operations attributable to Polaris Inc.
common shareholders
Net loss from discontinued operations attributable to Polaris Inc.
common shareholders
Net income attributable to Polaris Inc.
Net income (loss) per share attributable to Polaris Inc. common
shareholders:
Basic
Continuing operations
Discontinued operations
Basic
Diluted
Continuing operations
Discontinued operations
Diluted
Weighted average shares outstanding:
Basic
Diluted
$
8,934.4 $
6,974.5
1,959.9
8,589.0 $
6,629.5
1,959.5
542.3
374.3
422.8
1,339.4
80.4
700.9
125.0
(44.5)
—
620.4
117.7
502.7
—
—
502.7
0.1
502.8 $
480.8
366.7
355.9
1,203.4
48.4
804.5
71.7
(28.6)
—
761.4
158.0
603.4
(13.2)
(142.6)
447.6
(0.5)
447.1 $
502.7 $
0.1
603.4 $
(0.5)
502.8
602.9
—
502.8 $
(155.8)
447.1 $
8.80 $
— $
8.80 $
8.71 $
— $
8.71 $
57.1
57.7
10.17 $
(2.63) $
7.54 $
10.04 $
(2.60) $
7.44 $
59.3
60.1
$
$
$
$
$
$
$
$
$
7,439.2
5,688.3
1,750.9
458.2
328.7
305.8
1,092.7
53.8
712.0
44.2
2.3
36.8
628.7
132.1
496.6
(2.3)
—
494.3
(0.4)
493.9
496.6
(0.4)
496.2
(2.3)
493.9
8.10
(0.04)
8.06
7.92
(0.04)
7.88
61.3
62.7
The accompanying footnotes are an integral part of these consolidated statements.
44
POLARIS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
Unrealized (loss) gain on derivative instruments
Retirement plan and other activity
Comprehensive income
Comprehensive loss (income) attributable to noncontrolling interest
Comprehensive income attributable to Polaris Inc.
$
For the Years Ended December 31,
2023
2022
2021
$
502.7 $
447.6 $
494.3
32.2
(8.8)
6.6
532.7
0.1
532.8 $
(25.3)
14.9
0.3
437.5
(0.5)
437.0 $
(30.4)
11.1
0.3
475.3
(0.4)
474.9
The accompanying footnotes are an integral part of these consolidated statements.
45
POLARIS INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In millions, except per share data)
Number
of Shares
Common
Stock
Additional
Paid-
In Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non
Controlling
Interest
Balance, December 31, 2020
Employee stock compensation
Deferred compensation
Proceeds from stock issuances
under employee plans
Cash dividends paid (1)
Repurchase and retirement of
common shares
61.9 $
0.5
—
—
—
0.6 $ 983.9 $ 218.4 $
62.7
1.3
—
(0.2)
1.8
—
156.1
—
—
—
—
(153.4)
(3.8) —
(60.2)
(401.4)
Net income
—
—
—
—
—
—
60.4 $
0.6
—
—
—
0.6 $ 1,143.8 $ 157.3 $
—
—
—
493.9
—
—
60.0
(2.5)
—
1.1
—
0.4
—
34.1
—
—
—
(150.0)
(4.4) —
(83.3)
(421.7)
—
—
57.0 $
0.6
—
—
—
0.5
—
0.6 $ 1,152.1 $
—
—
57.4
1.6
52.8
447.1
—
33.8 $
—
0.7
—
—
—
—
(147.3)
(1.6) —
(32.1)
(146.5)
Contributions
Other comprehensive loss
Balance, December 31, 2021
Employee stock compensation
Deferred compensation
Proceeds from stock issuances
under employee plans
Cash dividends paid (1)
Repurchase and retirement of
common shares
Other comprehensive loss
Balance, December 31, 2022
Employee stock compensation
Deferred compensation
Proceeds from stock issuances
under employee plans
Cash dividends paid (1)
Repurchase and retirement of
common shares
Net income
Other comprehensive income
Balance, December 31, 2023
Net income
—
—
(58.4) $
—
—
—
—
—
—
—
(19.0)
(77.4) $
—
—
—
—
—
—
(10.1)
(87.5) $
—
—
—
—
—
Total Equity
0.3 $ 1,144.8
62.7
—
—
—
—
—
1.1
156.1
(153.4)
(461.6)
0.4
494.3
1.3
1.3
—
(19.0)
2.0 $ 1,226.3
60.0
—
—
—
—
—
(1.4)
34.1
(150.0)
(505.0)
0.5
447.6
—
(10.1)
2.5 $ 1,101.5
57.4
—
2.3
—
—
—
—
52.8
(147.3)
(178.6)
—
—
—
—
56.5 $
—
—
502.8
—
0.6 $ 1,231.8 $ 243.5 $
—
30.0
(57.5) $
502.7
(0.1)
—
30.0
2.4 $ 1,420.8
(1) Polaris Inc. declared and paid cash dividends of $2.60, $2.56, and $2.52 per share for the years ended December 31,
2023, 2022, and 2021, respectively.
The accompanying footnotes are an integral part of these consolidated statements.
46
POLARIS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
For the Years Ended December 31,
2022
2021
2023
Operating Activities:
Net income
Loss from discontinued operations, net of tax
Loss from sale of discontinued operations, net of tax
$
502.7 $
—
—
447.6 $
13.2
142.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Noncash compensation
Noncash income from financial services
Deferred income taxes
Loss on sale of businesses, net
Other, net
Changes in operating assets and liabilities:
Trade receivables
Inventories
Accounts payable
Accrued expenses
Income taxes payable/receivable
Prepaid expenses and other, net
Net cash provided by operating activities of continuing operations
Net cash (used for) provided by operating activities of discontinued operations
Net cash provided by operating activities
Investing Activities:
Purchase of property and equipment
Investments in finance affiliate
Distributions from finance affiliate
Investments in other affiliates
Acquisitions and disposals of businesses, net of cash acquired
Net cash used for investing activities of continuing operations
Net cash used for investing activities of discontinued operations
Net cash used for investing activities
Financing Activities:
Borrowings under financing obligations
Repayments under financing obligations
Repurchase and retirement of common shares
Cash dividends to shareholders
Proceeds from stock issuances under employee plans
Net cash used for financing activities
Impact of currency exchange rates on cash balances
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental Cash Flow Information:
Interest paid on debt borrowings
Income taxes paid
The following presents the classification of cash, cash equivalents and restricted
cash within the consolidated balance sheets:
Cash and cash equivalents
Current assets held for sale
Other long-term assets
Total
494.3
2.3
—
216.4
60.6
(7.7)
15.2
34.8
7.1
1.8
(490.1)
31.2
(62.3)
(3.8)
(13.0)
286.8
6.9
293.7
(282.8)
(42.2)
60.0
(23.4)
—
(288.4)
(15.5)
(303.9)
258.9
57.4
(41.5)
(86.8)
—
(0.8)
49.0
115.1
(143.8)
217.1
18.6
(20.1)
925.8
—
925.8
(412.6)
(43.5)
37.0
(20.2)
(22.7)
(462.0)
—
(462.0)
232.8
62.9
(15.1)
(48.9)
—
(0.5)
(122.6)
(391.1)
71.7
131.1
18.4
(7.6)
534.5
(25.9)
508.6
(306.6)
(59.3)
30.6
(26.2)
42.2
(319.3)
(5.3)
(324.6)
2,770.0
(2,928.2)
(178.6)
(147.3)
52.8
(431.3)
10.7
43.2
339.7
382.9 $
2,987.5
(2,729.8)
(505.0)
(150.0)
34.1
(363.2)
(10.2)
(189.4)
529.1
339.7 $
2,424.3
(2,073.0)
(461.6)
(153.4)
156.1
(107.6)
(10.6)
(128.4)
657.5
529.1
120.6 $
187.2 $
71.2 $
194.4 $
367.8 $
—
15.1
382.9 $
324.5 $
—
15.2
339.7 $
44.8
124.4
502.3
6.9
19.9
529.1
$
$
$
$
$
The accompanying footnotes are an integral part of these consolidated statements.
47
POLARIS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Significant Accounting Policies
Polaris Inc. (“Polaris” or the “Company”), a Delaware corporation, and its subsidiaries are engaged in the design,
engineering, manufacturing and marketing of powersports vehicles, which include: off-road vehicles (“ORV”), including
all-terrain vehicles (“ATV”) and side-by-side vehicles; military and commercial ORVs; snowmobiles; motorcycles;
moto-roadsters; quadricycles; boats; and related Parts, Garments and Accessories (“PG&A”), which includes aftermarket
accessories and apparel. Polaris products are sold worldwide online and through a network of independent dealers and
distributors. The primary markets for the Company’s products are the United States, Canada, Western Europe, Australia
and Mexico.
Basis of presentation. The accompanying consolidated financial statements include the accounts of Polaris and its
wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Income
from financial services is reported as a component of operating income to better reflect income from ongoing operations,
of which financial services has a significant impact.
The Company evaluates consolidation of entities under Accounting Standards Codification (ASC) Topic 810. This Topic
requires management to evaluate whether an entity or interest is a variable interest entity and whether the company is the
primary beneficiary. The Company used the guidelines to analyze the Company’s relationships and concluded that there
were no variable interest entities requiring consolidation by the Company.
In August 2023, the Company acquired the Walker Evans Racing brand and the operating assets of Walker Evans
Enterprises (collectively, “Walker Evans”). Walker Evans was historically a supplier to the Company, providing shocks
for the Company’s ORVs and snowmobiles. The Company has included the financial results of Walker Evans in its Off
Road segment since the date of acquisition. Additional purchase accounting disclosures have been omitted due to the
immateriality of this acquisition in relation to the Company’s consolidated financial condition and results of operations.
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in
the United States requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair value measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. Assets and liabilities measured at fair value are classified using
the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities.
In making fair value measurements, observable market data must be used when available. When inputs used to measure
fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is
based on the lowest level input that is significant to the fair value measurement. The Company utilizes the market
approach to measure fair value for its non-qualified deferred compensation assets and liabilities, and the income
approach for foreign currency contracts, interest rate contracts and commodity contracts. The market approach uses
prices and other relevant information generated by market transactions involving identical or comparable assets or
liabilities, and for the income approach, the Company uses significant other observable inputs to value its derivative
instruments used to hedge foreign currency, interest rate transactions and commodity transactions.
48
Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):
Assets
Non-qualified deferred compensation assets
Foreign exchange contracts, net
Interest rate contracts, net
Liabilities
Non-qualified deferred compensation liabilities
Commodity contracts, net
Input Level
December 31, 2023
December 31, 2022
Level 1
Level 2
Level 2
Level 1
Level 2
$
$
46.7 $
4.6
0.9
(46.7) $
(1.3)
39.8
8.4
5.9
(39.8)
—
Fair value of other financial instruments. The carrying values of the Company’s short-term financial instruments,
including cash and cash equivalents, trade receivables, accounts payable and current financing obligations, approximate
their fair values due to their short-term nature. As of December 31, 2023 and December 31, 2022, the fair value of the
Company’s current and long-term financing obligations was approximately $1,954.3 million and $2,070.3 million,
respectively, and was determined using Level 2 inputs by discounting projected cash flows based on quoted market rates
at which similar amounts of debt could currently be borrowed. The carrying value of current and long-term financing
obligations was $1,908.4 million and $2,057.8 million as of December 31, 2023 and December 31, 2022, respectively.
The Company measures certain assets and liabilities at fair value on a nonrecurring basis. The Company will impair or
write off an investment and recognize a loss when events or circumstances indicate there is impairment in the investment
that is other-than-temporary. The amount of loss is determined by measuring the investment at fair value. Refer to Note
12 for additional information.
Cash equivalents. The Company considers all highly liquid investments purchased with an original maturity of 90 days
or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. Such investments
consist principally of money market mutual funds.
Restricted cash. The Company classifies amounts of cash that are restricted in terms of their use and withdrawal
separately within other long-term assets in the consolidated balance sheets. The Company’s restricted cash is comprised
primarily of cash held in trust accounts not available for general use due to contractual restrictions.
Allowance for doubtful accounts. The Company’s exposure to credit losses on accounts receivable is limited due to its
agreements with certain finance companies. For receivables not serviced through these finance companies, the Company
establishes a reserve for doubtful accounts based on historical credit loss experience, the age of receivables, credit quality
of our customers, current and expected economic conditions, and other factors that may affect our ability to collect from
customers.
Inventories. Inventory costs include material, labor and manufacturing overhead costs, including depreciation expense
associated with the manufacture and distribution of the Company’s products. Inventories are stated at the lower of cost or
net realizable value with substantially all inventories recorded using the first-in, first-out method. Finished goods include
products that are completed and ready for sale or substantially completed as the product has gone through the primary
manufacturing and assembly process.
Investment in finance affiliate. The caption investment in finance affiliate in the consolidated balance sheets represents
the Company’s 50 percent equity interest in Polaris Acceptance, which is accounted for under the equity method. The
Company’s allocable share of the income of Polaris Acceptance has been included as a component of income from
financial services in the consolidated statements of income. Refer to Note 11 for additional information.
Investment in other affiliates. The Company’s investments in other affiliates are included within other long-term assets in
the consolidated balance sheets, and represent the Company’s strategic investments in nonmarketable securities of other
companies. For each investment, the Company assesses the level of influence in determining whether to account for the
investment under the cost method or equity method. The Company will write down or write off an investment and
recognize a loss if and when events or circumstances indicate there is impairment in the investment that is other-than-
temporary. Refer to Note 12 for additional information.
Property and equipment. Property and equipment is stated at historical cost. Depreciation is determined using the
straight-line method over the estimated useful life of the respective assets, ranging from 10-40 years for buildings and
49
improvements and 1-7 years for equipment and tooling. Depreciation of assets recorded under finance leases is included
within depreciation expense. Fully-depreciated tooling is eliminated from the accounting records annually. The Company
recorded $241.2 million, $214.0 million, and $193.4 million of depreciation expense for the years ended December 31,
2023, 2022 and 2021, respectively. A majority of the Company’s property and equipment is located in North America.
Goodwill and other intangible assets. Goodwill is tested at least annually for impairment and is tested for impairment
more frequently when events or changes in circumstances indicate that the asset might be impaired. The Company
completes its annual goodwill impairment test as of the first day of the fourth quarter.
The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair
value of each reporting unit is less than its carrying amount. A qualitative assessment requires that the Company
considers events or circumstances including macroeconomic conditions, industry and market considerations, cost factors,
overall financial performance, changes in management or key personnel, changes in strategy, changes in customers,
changes in the composition or carrying amount of a reporting unit’s net assets, and changes in the Company’s stock
price. If, after assessing the totality of events and circumstances, it is determined that it is more likely than not that the
fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative test and
proceed to a quantitative test, then the quantitative goodwill impairment test is performed. A quantitative test includes
comparing the fair value of each reporting unit to the carrying amount of the reporting unit, including goodwill. If the
estimated fair value is less than the carrying amount of the reporting unit, an impairment is recognized in an amount
equal to the difference, limited to the total amount of goodwill allocated to that reporting unit.
Under the quantitative goodwill impairment test, the fair value of each reporting unit is determined using a discounted
cash flow analysis and market approach. Determining the fair value of the reporting units requires the use of significant
judgment, including discount rates, assumptions in the Company’s long-term business plan about future revenues and
expenses, capital expenditures, and changes in working capital, which are dependent on internal forecasts, estimation of
long-term growth for each reporting unit, and determination of the discount rate. These plans take into consideration
numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices,
and growth expectations for the industries and end markets in which the Company participates.
For its annual test in 2023, the Company completed a qualitative assessment for the Off Road and On Road reporting
units and elected to perform a quantitative goodwill test for the Marine reporting unit.
The Company’s primary identifiable intangible assets include: dealer/customer relationships and brand/trade names.
Identifiable intangible assets with finite lives are amortized and those identifiable intangible assets with indefinite lives
are not amortized. Identifiable intangible assets that are subject to amortization are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible
assets with indefinite lives are tested for impairment annually or more frequently when events or changes in
circumstances indicate that the asset might be impaired. The Company’s identifiable intangible assets with indefinite
lives include brand/trade names. The impairment test consists of a comparison of the fair value of the brand/trade name
with its carrying value. The Company completes its annual impairment test as of the first day of the fourth quarter each
year for identifiable intangible assets with indefinite lives.
Refer to Note 8 for additional information on goodwill and other intangible assets.
Revenue recognition. The Company recognizes revenue when it satisfies a performance obligation by transferring control
of a good or service to a customer. Revenue is measured based on the amount of consideration that the Company expects
to be entitled to in exchange for the goods or services transferred. Sales, value add, and other taxes that are collected
from a customer concurrent with revenue-producing activities are excluded from revenue. Revenue from goods and
services transferred to customers at a point-in-time accounts for the majority of the Company’s revenue. Revenue from
products or services transferred over time is discussed in the contract liabilities section of Note 3.
For the majority of wholegood vehicles, boats, and PG&A, the Company transfers control and recognizes a sale when it
ships the product from its manufacturing facility, distribution center, or vehicle holding center to the customer. The
amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives
and rebates it offers to its customers. Payment terms vary by customer and most of the Company’s sales are financed by
the customer under floorplan financing arrangements whereby the Company receives payment within a few days of
shipment of the product.
When the right of return exists, the Company adjusts the consideration for the estimated effect of returns. The Company
estimates expected returns based on historical sales levels, the timing and magnitude of historical sales return levels as a
50
percent of sales, type of product, type of customer, and a projection of this experience into the future. The Company
adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive
changes or when the consideration becomes fixed.
Depending on the terms of the arrangement, the Company may also defer the recognition of a portion of the
consideration received because it has to satisfy a future obligation. The Company uses an observable price to determine
the stand-alone selling price for separate performance obligations. The Company has elected to recognize the cost for
freight and shipping when control over vehicles, boats, or PG&A has transferred to the customer as an expense in cost of
sales.
The Company sells separately-priced service contracts (“ESCs”) that extend mechanical coverages beyond the base
limited warranty as well as prepaid maintenance agreements to vehicle owners. Each of these separately priced service
contracts range from 12 months to 84 months. The Company typically receives payment at the inception of the contract
and recognizes revenue over the term of the agreement in proportion to the costs expected to be incurred in satisfying the
obligations under the contract.
Sales promotions and incentives. The Company accrues for estimated sales promotion and incentive expenses, which are
recognized as a component of sales in measuring the amount of consideration the Company expects to receive in
exchange for transferring goods or providing services. Examples of sales promotion and incentive programs include
dealer and consumer rebates, volume incentives, retail financing programs and sales associate incentives. Sales
promotion and incentive expenses are estimated based on current programs, planned programs, and historical rates for
each product line. The Company records these amounts as a liability in the consolidated balance sheet until they are
ultimately paid. Adjustments to sales promotions and incentives accruals are made as actual usage becomes known in
order to properly estimate the amounts necessary to generate consumer demand based on market conditions as of the
balance sheet date.
Dealer holdback programs. Dealer holdback represents a portion of the invoiced sales price that is expected to be
subsequently returned to the dealer or distributor as a sales incentive upon the ultimate retail sale of the product.
Holdback amounts reduce the ultimate net price of the products purchased by the Company’s dealers or distributors and,
therefore, reduce the amount of sales the Company recognizes. The portion of the invoiced sales price estimated as the
holdback is recognized as a “dealer holdback” liability within accrued expenses on the Company’s consolidated balance
sheet until paid or forfeited. The minimal holdback adjustments in the estimated holdback liability due to forfeitures are
recognized in net sales. Payments are made to dealers or distributors at various times during the year subject to
previously established criteria.
Shipping and handling costs. The Company records shipping and handling costs as a component of cost of sales when
control has transferred to the customer.
Research and development expenses. The Company records research and development expenses in the period in which
they are incurred as a component of operating expenses.
Advertising expenses. The Company records advertising expenses as a component of selling and marketing expenses in
the period in which they are incurred. In the years ended December 31, 2023, 2022 and 2021, the Company incurred
$94.1 million, $87.6 million and $90.8 million of advertising expenses, respectively.
Product warranties. The Company typically provides a limited warranty for its vehicles and boats for a period of six
months to ten years, depending on the product. The Company provides longer warranties in certain geographical markets
as determined by local regulations and customary practice and may also provide longer warranties related to certain
promotional programs. The Company’s standard warranties require the Company, generally through its dealer network,
to repair or replace defective products during such warranty periods. The warranty reserve is established at the time of
sale to the dealer or distributor based on management’s best estimate using historical rates and trends. The Company
records these amounts as a liability within accrued expenses on the consolidated balance sheet until they are ultimately
paid. Adjustments to the warranty reserve are made based on actual claims experience in order to properly estimate the
amounts necessary to settle future and existing claims on products sold as of the balance sheet date. The warranty reserve
includes the estimated costs related to recalls, which are accrued when probable and estimable. Factors that could have
an impact on the warranty reserve include: changes in manufacturing quality, shifts in product mix, changes in warranty
coverage periods, impacts on product usage (including weather), product recalls and changes in sales volume.
51
The activity in the warranty reserve during the periods presented was as follows (in millions):
Balance at beginning of year
Reductions to reserve related to divestitures
Additions charged to expense
Warranty claims paid, net
Balance at end of year
For the Years Ended December 31,
2023
2022
2021
$
$
172.9 $
—
209.1
(200.9)
181.1 $
132.9 $
—
183.5
(143.5)
172.9 $
138.6
(2.1)
130.4
(134.0)
132.9
Leases. The Company leases certain manufacturing facilities, warehouses, distribution centers, office space, land, and
equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company
recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate
non-lease components from the lease components to which they relate, and instead accounts for each separate lease and
non-lease component associated with that lease component as a single lease component for all underlying asset classes.
As most of the Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing
rate based on the information available at commencement date in determining the present value of lease payments.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20
years or more. Such options are included in the lease term when it is reasonably certain that the option will be exercised.
Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold
improvements are limited by the expected lease term, unless there is a transfer of title or purchase option where there is a
reasonable certainty of exercise. Certain lease agreements include rental payments that are variable based on usage or are
adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value
guarantees or material restrictive covenants.
Share-based employee compensation. The Company accounts for share-based compensation awards, including stock
options and other equity-based compensation issued to employees, on a fair value basis. Determining the appropriate
fair-value model and calculating the fair value of share-based awards at the date of grant requires judgment. The
Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock options, and the
Monte Carlo model to estimate the fair value of employee performance restricted stock units that include a market
condition. These pricing models also require the use of input assumptions, including expected volatility, expected life,
expected dividend yield, and expected risk-free rate of return. The Company utilizes historical volatility as the Company
believes this is reflective of market conditions. The expected life of the awards is based on historical exercise patterns.
The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. The
dividend yield assumption is based on the Company’s history of dividend payouts.
The amount of compensation cost for share-based awards recognized during a period is based on the portion of the
awards that are ultimately expected to vest. The Company estimates forfeitures at the time of grant and revises those
estimates in subsequent periods if actual forfeitures differ from those estimates. The Company analyzes historical data to
estimate pre-vesting forfeitures and records share compensation expense for those awards expected to vest. If forfeiture
adjustments are made, they would affect gross profit and operating expenses.
All stock options have time-based vesting conditions. The Company estimates the likelihood and the rate of achievement
for performance share-based awards, specifically long-term compensation grants of performance-based restricted stock
unit awards. Changes in the estimated rate of achievement can have a significant effect on reported share-based
compensation expenses as the effect of a change in the estimated achievement level is recognized in the period that the
likelihood factor changes. If adjustments in the estimated rate of achievement are made, they would be reflected in gross
profit and operating expenses. Fluctuations in the Company’s stock price can have an effect on reported share-based
compensation expenses for liability-based awards. The impact from fluctuations in the Company’s stock price is
recognized in the period of the change, and is reflected in gross profit and operating expenses. Refer to Note 5 for
additional information.
Derivative instruments and hedging activities. Changes in the fair values of derivative instruments are recognized in
earnings unless the derivative qualifies as a hedge. To qualify as a hedge, the Company must formally document,
designate and assess the effectiveness of transactions that receive hedge accounting. The Company does not use any
financial contracts for trading purposes.
52
The Company enters into foreign exchange contracts to manage currency exposures from certain of its purchase
commitments denominated in foreign currencies and transfers of funds from its foreign subsidiaries. These contracts
meet the criteria for cash flow hedges. Gains and losses on the Company’s foreign exchange contracts at settlement are
recorded in non-operating other (income) expense, net in the consolidated statements of income. The contracts are
recorded in prepaid expenses and other or other current liabilities in the consolidated balance sheets. Unrealized gains
and losses are recorded as a component of accumulated other comprehensive loss, net.
The Company enters into interest rate swaps in order to maintain a balanced risk of fixed and variable interest rates
associated with the Company’s debt. These contracts meet the criteria to be accounted for as cash flow hedges. Gains and
losses on the Company’s interest rate swaps at settlement are recorded in interest expense in the consolidated statements
of income. The contracts are recorded in prepaid expenses and other or other current liabilities in the consolidated
balance sheets. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss, net.
The Company enters into commodity hedging contracts in order to manage fluctuating market prices of certain
purchased commodities and raw materials that are integrated into the Company’s end products. Gains and losses on the
Company’s commodity hedging contracts at settlement are recorded in cost of sales in the consolidated statements of
income. The contracts are recorded in prepaid expenses and other or other current liabilities in the consolidated balance
sheets. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss, net.
Refer to Note 15 for additional information regarding derivative instruments and hedging activities.
Foreign currency translation. The functional currency for the Company’s foreign subsidiaries is typically their
respective local currencies. The assets and liabilities in the Company’s foreign entities are translated at the foreign
exchange rate in effect at the balance sheet date. Translation gains and losses are reflected as a component of
accumulated other comprehensive loss, net in the shareholders’ equity section of the consolidated balance sheets.
Revenues and expenses in all of the Company’s foreign entities are translated at the average foreign exchange rate in
effect for each month of the quarter. Transaction gains and losses including intercompany transactions denominated in a
currency other than the functional currency of the entity involved are included in other (income) expense, net in the
consolidated statements of income.
New accounting pronouncements.
Reportable Segment Disclosures. In November 2023, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Updated (ASU) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures”. ASU 2023-07 is intended to enhance financial reporting by requiring incremental disclosures for
significant segment expenses on an annual and interim basis by public entities required to report segment information in
accordance with ASC Topic 280. The amendments in ASU 2023-07 are to be applied retrospectively to all periods
presented in the financial statements and early adoption is permitted. This standard is applicable to the Company for the
2024 annual period and quarterly periods thereafter. The Company is currently evaluating the impact this standard will
have on its financial statement disclosures.
Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements
to Income Tax Disclosures”. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income
taxes disclosures, primarily through changes to disclosures around the effective tax rate reconciliation and income taxes
paid information. The amendments in ASU 2023-09 are to be applied prospectively and early adoption is permitted. This
standard is applicable to the Company beginning with the 2025 annual period. The Company is currently evaluating the
impact this standard will have on its financial statement disclosures.
There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s
consolidated financial statements or related disclosures.
53
Note 2. Supplemental Balance Sheet Information
In millions
Inventories
Raw materials and purchased components
Service parts, garments and accessories
Finished goods
Less: reserves
Inventories, net
Property and equipment
Land, buildings and improvements
Equipment and tooling
Less: accumulated depreciation
Property and equipment, net
Accrued expenses
Compensation
Warranties
Sales promotions and incentives
Dealer holdback
Other accrued expenses
Total accrued expenses
Other current liabilities
Current operating lease liabilities
Income taxes payable
Total other current liabilities
Other long-term liabilities
Long-term operating lease liabilities
Long-term income taxes payable
Deferred tax liabilities
Other long-term liabilities
Total other long-term liabilities
December 31, 2023
December 31, 2022
$
$
$
$
$
$
$
$
$
$
779.3 $
346.9
779.4
(95.1)
1,810.5 $
653.4 $
1,731.8
2,385.2
(1,183.7)
1,201.5 $
212.7 $
181.1
230.9
193.2
305.7
1,123.6 $
29.5 $
13.6
43.1 $
115.1 $
12.1
2.7
167.1
297.0 $
843.5
371.1
768.2
(86.7)
1,896.1
539.1
1,645.0
2,184.1
(1,165.7)
1,018.4
212.3
172.9
127.0
129.7
254.9
896.8
24.1
6.5
30.6
87.0
11.7
4.6
167.7
271.0
54
Note 3. Revenue Recognition
The following tables disaggregate the Company’s revenue by major product type and geography (in millions):
Revenue by product type
Wholegoods
PG&A
Total revenue
Revenue by geography
United States
Canada
EMEA
APLA
Total revenue
Revenue by product type
Wholegoods
PG&A
Total revenue
Revenue by geography
United States
Canada
EMEA
APLA
Total revenue
Revenue by product type
Wholegoods
PG&A
Total revenue
Revenue by geography
United States
Canada
EMEA
APLA
Total revenue
For the Year Ended December 31, 2023
Off Road
On Road
Marine
Corporate
Total
5,374.9 $
1,609.5
6,984.4 $
981.8 $
202.8
1,184.6 $
765.4 $
—
765.4 $
— $
—
— $
7,122.1
1,812.3
8,934.4
5,787.3 $
522.7
405.3
269.1
6,984.4 $
591.4 $
43.1
480.2
69.9
1,184.6 $
743.5 $
18.2
0.7
3.0
765.4 $
— $
—
—
—
— $
7,122.2
584.0
886.2
342.0
8,934.4
For the Year Ended December 31, 2022
Off Road
On Road
Marine
Corporate
Total
4,999.9 $
1,436.3
6,436.2 $
956.5 $
206.9
1,163.4 $
989.4 $
—
989.4 $
— $
—
— $
6,945.8
1,643.2
8,589.0
5,233.3 $
536.0
421.4
245.5
6,436.2 $
614.2 $
43.5
423.2
82.5
1,163.4 $
961.7 $
27.2
0.1
0.4
989.4 $
— $
—
—
—
— $
6,809.2
606.7
844.7
328.4
8,589.0
For the Year Ended December 31, 2021
Off Road
On Road
Marine
Corporate
Total
4,251.7 $
1,322.9
5,574.6 $
847.6 $
184.2
1,031.8 $
760.2 $
—
760.2 $
59.8 $
12.8
72.6 $
5,919.3
1,519.9
7,439.2
4,422.5 $
517.6
402.3
232.2
5,574.6 $
514.3 $
33.1
400.2
84.2
1,031.8 $
737.4 $
22.6
0.2
—
760.2 $
68.1 $
0.4
0.5
3.6
72.6 $
5,742.3
573.7
803.2
320.0
7,439.2
$
$
$
$
$
$
$
$
$
$
$
$
Contract Liabilities. Contract liabilities relate to deferred revenue recognized for cash consideration received at contract
inception in advance of the Company's performance under the respective contract and generally relate to the sale of
separately priced ESCs. The Company finances its self-insured risks related to ESCs. The premiums for ESCs are
55
primarily recognized in income in proportion to the costs expected to be incurred over the contract period. Warranty
costs are recognized as incurred.
The activity in the deferred revenue reserve for ESCs during the periods presented was as follows (in millions):
Balance at beginning of year
New contracts sold
Revenue recognized on existing contracts
Balance at end of year
For the Years Ended December 31,
2023
2022
2021
$
$
111.1 $
49.1
(49.9)
110.3 $
108.3 $
49.1
(46.3)
111.1 $
89.1
55.0
(35.8)
108.3
The Company expects to recognize approximately $35.3 million of the unearned amount over the 12 months following
December 31, 2023, compared to $35.5 million as of December 31, 2022. These amounts were recorded in accrued
expenses in the consolidated balance sheets. The amount recorded in other long-term liabilities totaled $75.0 million and
$75.6 million as of December 31, 2023 and 2022, respectively.
Note 4. Divestitures and Discontinued Operations
2021 Divestitures. In an effort to more strategically allocate the Company’s resources, the Company sold its Global
Electric Motorcar (“GEM”) and Taylor-Dunn businesses on December 31, 2021. The sale resulted in a loss of $36.8
million. As a result of this divestiture, the Company eliminated its Global Adjacent Markets segment on January 1, 2022.
All segment results were reclassified for comparability. The 2021 financial results of these businesses are reflected in
Corporate.
2022 Divestitures. On July 1, 2022, the Company completed the sale of its Transamerican Auto Parts (“TAP”) business,
an aftermarket parts business, for a sales price, net of post-closing purchase price adjustments, of $42.2 million. The
results of TAP have been presented as discontinued operations. For the year ended December 31, 2022, a loss on sale of
$187.6 million was recorded which resulted in a $45.0 million income tax benefit. TAP was historically included within
the Company’s Aftermarket segment; however, as a result of the divestiture, the Company began management of its
portfolio of businesses under a new basis as of June 30, 2022. The Aftermarket segment was eliminated and the results of
the Company’s remaining aftermarket businesses historically included within the Aftermarket segment were reclassified
to the Off Road and On Road segments. All historical segment results were reclassified for comparability.
Results of discontinued operations were as follows (in millions):
Sales
Cost of sales
Other costs and expenses
Loss from discontinued operations before income taxes
Income tax benefit
Loss from discontinued operations, net of tax
Loss from sale of discontinued operations
Provision for income taxes
Loss from sale of discontinued operations, net of tax
Net loss from discontinued operations
Note 5. Share-Based Compensation
$
2022
2021
349.3 $
262.9
100.9
(14.5)
(1.3)
(13.2)
187.6
(45.0)
142.6
759.0
567.3
194.7
(3.0)
(0.7)
(2.3)
—
—
—
$
(155.8) $
(2.3)
Share-based plans. The Company grants long-term equity-based incentives and awards for the benefit of its employees
and directors under the shareholder approved Polaris Inc. 2007 Omnibus Incentive Plan (as amended and restated as of
56
April 30, 2020) (the “Omnibus Plan”). A maximum of 27,775,000 shares of common stock are available for issuance
under the Omnibus Plan, together with additional shares canceled or forfeited under the prior plans.
Stock option awards granted to date under the Omnibus Plan generally vest one to three years from the award date and
expire after ten years. In addition, since 2007, the Company has granted a total of 258,000 deferred stock units to its non-
employee directors under the Omnibus Plan (with grants of 16,000, 17,000 and 10,000 units in 2023, 2022 and 2021,
respectively), which will be converted into common stock when the directors’ board service ends or upon a change in
control. Restricted units and performance-based restricted units (collectively, “restricted stock”) awarded under the
Omnibus Plan generally vest one to three years from the award date. The final number of shares issued under
performance-based awards are dependent on achievement of certain performance measures.
Under the Polaris Inc. Deferred Compensation Plan for Directors (“Director Plan”) and the Omnibus Plan, members of
the Board of Directors who are not Polaris officers or employees may annually elect to receive common stock
equivalents in lieu of director fees, which will be converted into common stock when board service ends. Alternatively,
these common stock equivalents may be diversified into other investments until board service ends, pursuant to the terms
of the Director Plan. Shares authorized under the Director Plan were exhausted in 2017, and of the 500,000 shares of
common stock authorized, 73,000 common stock equivalents have been earned and 427,000 shares have been issued to
retired directors as of December 31, 2023. Since 2017, the Company has granted a total of 79,000 common stock
equivalents to its non-employee directors under the Omnibus Plan (with grants of 12,000, 11,000 and 8,000 units in
2023, 2022 and 2021, respectively). As of December 31, 2023 and 2022, the Company’s liability under the plans for the
common stock equivalents totaled $9.6 million and $9.2 million, respectively.
The Company maintains a long-term incentive program under which awards are issued for certain employees. Long-term
incentive program awards are granted in restricted stock units and stock options and are accounted for as equity awards.
Share-based compensation expense. The amount of compensation cost for share-based awards recognized during a
period is based on the portion of the awards that are ultimately expected to vest.
Total share-based compensation expenses were as follows (in millions):
Option awards
Other share-based awards
Total share-based compensation before tax
Tax benefit
Total share-based compensation expense included in net income
For the Years Ended December 31,
2023
2022
2021
$
$
11.5
30.7
42.2
10.3
31.9
$
$
11.4
39.2
50.6
12.0
38.6
$
$
9.8
40.9
50.7
12.1
38.6
These share-based compensation expenses are reflected in cost of sales and operating expenses in the consolidated
statements of income. As of December 31, 2023, there was $51.5 million of total unrecognized share-based
compensation expense related to unvested share-based equity awards. Unrecognized share-based compensation expense
is expected to be recognized over a weighted-average period of 1.3 years. Included in unrecognized share-based
compensation expense is approximately $5.4 million related to stock options and $46.1 million for restricted stock.
In addition to the above share-based compensation expenses, the Company sponsors a qualified non-leveraged employee
stock ownership plan (ESOP). Shares allocated to eligible participants’ accounts vest at various percentage rates based
on years of service and require no cash payments from the recipient. See Note 6 for additional information.
57
General stock option and restricted stock information. The following summarizes stock option activity and the weighted-
average exercise price for the Omnibus Plan for the year ended December 31, 2023:
Omnibus Plan
(Active)
Balance as of December 31, 2022
Granted
Exercised
Forfeited/Expired
Balance as of December 31, 2023
Options
Outstanding
3,123,743 $
294,359
(483,066)
(109,051)
2,825,985 $
Weighted-
Average
Exercise Price
106.16
117.36
98.21
130.67
107.75
Options exercisable as of December 31, 2023
2,238,191 $
105.57
The weighted-average remaining contractual life of options outstanding and of options outstanding and exercisable as of
December 31, 2023 was 4.9 years and 3.9 years, respectively. Substantially all unvested outstanding options are expected
to vest.
The following assumptions were used to estimate the weighted-average fair value of options granted of $43.39, $37.41
and $36.77 during the years ended December 31, 2023, 2022 and 2021, respectively:
Weighted-average volatility
Expected dividend yield
Expected term (in years)
Weighted-average risk-free interest rate
For the Years Ended December 31,
2023
2022
2021
45 %
2.2 %
5.4
3.5 %
43 %
2.2 %
4.9
1.7 %
43 %
2.1 %
4.7
0.5 %
The total intrinsic value of options exercised during the year ended December 31, 2023 was $13.5 million. The total
intrinsic value of options outstanding and of options outstanding and exercisable as of December 31, 2023 was $28.5
million and $28.3 million, respectively. Intrinsic values are based on the Company’s closing stock price on the last
trading day of the applicable year for in-the-money options.
The grant date fair value for performance awards with a total shareholder return (TSR) market condition were estimated
using a Monte Carlo simulation model utilizing the following weighted-average assumptions:
Weighted-average volatility
Expected dividend yield
Expected term (in years)
Weighted-average risk-free interest rate
For the Years Ended December 31,
2023
2022
2021
50 %
2.2 %
3.0
3.9 %
48 %
2.2 %
3.0
1.5 %
49 %
2.1 %
3.0
0.2 %
The Company used its historical stock price as the basis for the Company’s volatility assumption. The assumed risk-free
interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the vesting
period. The weighted-average fair value used to record compensation expense for TSR performance share awards
granted during 2023, 2022 and 2021 was $138.98, $146.08 and $165.54 per award, respectively.
58
The following table summarizes restricted stock activity for the year ended December 31, 2023:
Balance as of December 31, 2022
Granted
Vested
Forfeited/Cancelled
Balance as of December 31, 2023
Expected to vest as of December 31, 2023
Shares
Outstanding
Weighted-
Average
Grant Price
866,018 $
382,508
(375,098)
(68,239)
805,189 $
796,880 $
113.40
110.39
98.54
117.73
118.42
118.52
The shares granted above include 66,551 performance restricted stock unit awards. These performance grants are the
number of shares that would be earned at the target level of performance. The number of shares of Polaris common stock
that could actually be delivered at the end of the three-year performance period for performance restricted stock units
may be anywhere from 0% to 200% of target for each performance share, depending on the performance of the Company
during such performance period.
The total intrinsic value of restricted stock expected to vest as of December 31, 2023 was $75.5 million. Intrinsic values
are based on the Company’s closing stock price on the last trading day of the year. The weighted-average fair values at
the grant dates of grants awarded under the Omnibus Plan for the years ended December 31, 2023, 2022 and 2021 were
$110.39, $119.42 and $122.08, respectively.
Note 6. Employee Savings Plans
Employee Stock Ownership Plan (ESOP). The Company sponsors a qualified non-leveraged ESOP under which a
maximum of 7,700,000 shares of common stock can be awarded. The shares are allocated to eligible participants’
accounts based on total cash compensation earned during the calendar year. An employee’s ESOP account vests equally
after two and three years of service and requires no cash payments from the recipient. Participants may instruct the
Company to pay respective dividends directly to the participant in cash or reinvest the dividends into the participants’
ESOP accounts. Employees who meet eligibility requirements can participate in the ESOP. Participants that meet certain
age and service requirements are allowed to transfer balances, subject to limitation, to the Polaris 401(k) Retirement
Savings Plan and thus diversify their investments. Total expense related to the ESOP was $17.3 million, $14.6 million
and $13.9 million in 2023, 2022 and 2021, respectively. As of December 31, 2023, there were 2,914,000 shares held in
the plan.
Defined contribution plan. The Company sponsors a 401(k) defined contribution retirement plan covering substantially
all U.S. employees. The Company matches 100 percent of employee contributions up to a maximum of five percent of
eligible compensation. All contributions vest immediately. The cost of the defined contribution retirement plan was
$31.9 million, $26.4 million and $24.9 million in 2023, 2022 and 2021, respectively.
Supplemental Executive Retirement Plan (SERP). The Company sponsors a SERP that provides executive officers of the
Company an alternative to defer portions of their salary, cash incentive compensation, and Company matching
contributions. The deferrals and contributions are held in a rabbi trust and are in funds to match the liabilities of the plan.
The assets are recorded as trading assets. The assets of the rabbi trust are included in other long-term assets in the
consolidated balance sheets and the SERP liability is included in other long-term liabilities in the consolidated balance
sheets. The asset and liability balances were $46.7 million and $39.8 million as of December 31, 2023 and 2022,
respectively.
Executive officers and directors of the Company have the opportunity to defer certain restricted stock units. These
restricted stock units are redeemable in Polaris common stock or in cash. After a holding period, the executive officer has
the option to diversify the vested award into other funds available under the SERP. If the award is diversified, it must be
redeemed in cash. Awards probable of vesting, for which the executive has not yet made an election to defer, and awards
that have been deferred but have not yet vested and are probable of vesting are reported as deferred compensation in the
temporary equity section of the consolidated balance sheets, as these awards have redemption features that are not yet
solely within the control of the Company. The awards recorded in temporary equity are recognized at fair value as
though the reporting date is also the redemption date, with any difference from stock-based compensation recorded in
59
retained earnings. As of December 31, 2023, 108,219 shares were recorded at a fair value of $10.3 million in temporary
equity, which includes $10.9 million of compensation cost and a $0.6 million cumulative fair value adjustment recorded
through retained earnings.
Note 7. Financing Agreements
The carrying value of financing obligations and the average related interest rates were as follows (in millions):
Average interest rate as
of December 31, 2023
—
4.72%
6.58%
4.23%
6.95%
5.22%
4.26%
Incremental term loan
Revolving loan facility
Term loan facility
Private senior notes
Public senior notes
Finance lease obligations
Notes payable and other
Unamortized debt issuance costs and discounts
Total financing obligations
Less: Current financing obligations
Total long-term financing obligations
Maturity
December 2023
June 2026
June 2026
July 2028
March 2029
Various through 2029
Various through 2030
December 31, 2023 December 31, 2022
500.0
— $
$
312.9
828.0
350.0
—
11.4
61.4
(5.9)
2,057.8
553.6
1,504.2
228.2
780.0
350.0
500.0
10.3
54.2
(14.3)
1,908.4 $
54.0
1,854.4 $
$
$
The following summarizes activity under the Company’s credit arrangements (in millions):
Total borrowings as of December 31
Average outstanding borrowings during year
Maximum outstanding borrowings during year
Weighted-average interest rate as of December 31
$
$
$
2023
1,858.2
2,159.3
2,386.6
5.67 %
$
$
$
2022
1,990.9
2,074.9
2,300.0
5.33 %
$
$
$
2021
1,726.0
1,500.4
1,903.0
1.77 %
Debt issuance costs and discounts are recognized as a reduction in the carrying value of the related long-term debt in the
consolidated balance sheets and are being amortized to interest expense in the consolidated statements of income over
the expected remaining terms of the related debt.
As of December 31, 2023, the Company had open letters of credit totaling $42.6 million. The amounts are primarily
related to inventory purchases and are reduced as the purchases are received.
Private senior notes. In December 2010, the Company entered into an unsecured Master Note Purchase Agreement,
which has been amended and supplemented, under which it has issued senior notes. In July 2018, the Company issued
$350 million of unsecured senior notes that remain outstanding as of December 31, 2023 and are due in full in July 2028.
Unsecured credit facility. The Company maintains an unsecured credit facility which consists of a term loan facility (the
“Term Loan Facility”) and a revolving loan facility (the “Revolving Loan Facility”). In July 2018, the Company
amended its unsecured credit facility to increase its Term Loan Facility to $1,180 million, of which $780.0 million was
outstanding as of December 31, 2023. The Company is required to make principal payments under the Term Loan
Facility totaling $45 million over the next 12 months. In June 2021, the Company further amended its unsecured credit
facility to increase its Revolving Loan Facility to $1.0 billion, of which $228.2 million was outstanding as of
December 31, 2023, and extend the maturity date to June 2026. Interest is charged at rates based on adjusted Term
SOFR.
In December 2021, the Company amended the credit facility to provide an unsecured incremental 364-day term loan (the
“Incremental Term Loan”) in the amount of $500 million, which was fully drawn on closing. In December 2022, the
Company further amended its unsecured credit facility to extend the maturity date of the Incremental Term Loan to
December 2023. The Incremental Term Loan was fully repaid in December 2023 using net proceeds from the
Company’s sale of senior notes in a public offering completed in November 2023.
60
In November 2023, the Company amended the credit facility to terminate all guarantees provided by subsidiaries of the
Company under the credit facility, remove the requirement for subsidiaries of the Company to provide guarantees of the
obligations under the credit facility, and remove certain subsidiaries of the Company as co-borrowers.
The agreements governing the credit facility and the Master Note Purchase Agreement contain covenants that require the
Company to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The
agreements require the Company to maintain an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio
of not more than 3.50 to 1.00 on a rolling four quarter basis. The Company was in compliance with all such covenants as
of December 31, 2023.
Public senior notes. In November 2023, the Company issued $500 million aggregate principal amount of 6.95% Senior
Notes pursuant to a public offering. The Company received approximately $492 million pursuant to the notes after
deducting the underwriting discount and other fees and expenses. Net proceeds from the notes, along with cash on hand,
were used to repay borrowings due in December 2023 under the Incremental Term Loan. The notes bear interest at a rate
of 6.95% per year, with interest payable semi-annually in arrears in March and September of each year. The notes mature
in March of 2029. The indenture governing the senior notes is subject to customary covenants and make-whole
provisions upon early redemption.
Acquisition-related deferred payments. On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29,
2018, the Company completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability
company, headquartered in Elkhart, Indiana that manufactures boats (“Boat Holdings”). As a component of the Boat
Holdings merger agreement, the Company has committed to make a series of deferred payments to the former owners
following the closing date of the merger through July 2030. The original discounted payable was for $76.7 million, of
which $49.4 million was outstanding as of December 31, 2023. The outstanding balance is included in long-term
financing obligations and current financing obligations in the consolidated balance sheets.
Note 8. Goodwill and Other Intangible Assets
Goodwill and other intangible assets, net of accumulated amortization, as of December 31, 2023 and 2022 were as
follows (in millions):
Goodwill
Other intangible assets, net
Total goodwill and other intangible assets, net
2023
2022
$
$
394.4 $
512.0
906.4 $
386.2
524.4
910.6
The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022
were as follows (in millions):
Off Road
On Road
Marine
Total
Balance as of December 31, 2021
Currency translation effect on foreign goodwill balances
Balance as of December 31, 2022
Goodwill acquired
Currency translation effect on foreign goodwill balances
Balance as of December 31, 2023
$
$
$
111.7 $
(1.0)
110.7 $
5.8
0.1
116.6 $
52.5 $
(4.1)
48.4 $
—
2.3
50.7 $
227.1 $
—
227.1 $
—
—
227.1 $
391.3
(5.1)
386.2
5.8
2.4
394.4
61
During 2020, the Company recorded impairment charges of $270.3 million related to goodwill of the Company’s
Aftermarket reporting segment. As part of the Company’s segment reorganization in the second quarter of 2022, the
Aftermarket segment was eliminated and historical goodwill impairments of $60.8 million and $20.3 million were
allocated to the Off Road and On Road segments, respectively, on a relative fair value basis. The goodwill amounts
above are shown net of these impairment charges.
The changes in the net carrying amount of other intangible assets for the years ended December 31, 2023 and 2022 were
as follows (in millions):
Other intangible assets, beginning
Other intangible assets acquired
Other intangible assets disposed of
Amortization expense
Currency translation effect on foreign balances
Other intangible assets, ending
Gross Amount
$
2023
2022
Accumulated
Amortization
Gross Amount
Accumulated
Amortization
604.4 $
4.9
(0.5)
—
0.4
609.2 $
(80.0) $
—
0.5
(17.7)
—
(97.2) $
618.7 $
—
(13.4)
—
(0.9)
604.4 $
(74.8)
—
13.4
(18.8)
0.2
(80.0)
$
The components of other intangible assets were as follows (in millions):
December 31, 2023
Amortizable - dealer/customer related
Non-amortizable - brand/trade names
Total other intangible assets, net
December 31, 2022
Amortizable - dealer/customer related
Non-amortizable - brand/trade names
Total other intangible assets, net
Weighted-average
useful life (years)
19
Weighted-average
useful life (years)
19
Gross Carrying
Amount
Accumulated
Amortization
Net
341.2
268.0
609.2 $
(97.2)
—
(97.2) $
244.0
268.0
512.0
$
Gross Carrying
Amount
Accumulated
Amortization
Net
341.7
262.7
604.4 $
(80.0)
—
(80.0) $
261.7
262.7
524.4
$
Amortization expense for other intangible assets for the years ended December 31, 2023, 2022 and 2021 was
$17.7 million, $18.8 million, and $22.9 million, respectively. Estimated future amortization expense for identifiable other
intangible assets during the next five years is as follows (in millions):
Estimated amortization expense
$
17.7 $
17.7 $
17.7 $
17.7 $
17.7
2024
2025
2026
2027
2028
The preceding expected amortization expense is an estimate and actual amounts could differ due to additional other
intangible asset acquisitions, changes in foreign currency rates, or impairments of other intangible assets.
Note 9. Income Taxes
The Company’s income from continuing operations before income taxes consisted of the following (in millions):
United States
Foreign
Income from continuing operations before income taxes
For the Years Ended December 31,
2023
2022
2021
$
$
480.7 $
139.7
620.4 $
608.4 $
153.0
761.4 $
495.4
133.3
628.7
62
The provision for income taxes consisted of the following (in millions):
Current:
Federal
State
Foreign
Deferred
Total provision for income taxes
For the Years Ended December 31,
2023
2022
2021
$
$
139.8 $
21.7
44.7
(88.5)
117.7 $
145.4 $
25.9
41.5
(54.8)
158.0 $
74.1
17.0
29.0
12.0
132.1
Reconciliations of the federal statutory income tax rate to the Company’s effective tax rate were as follows:
Federal statutory rate
State income taxes, net of federal benefit
Research and development tax credit
Stock based compensation
Foreign tax rate differential
Foreign-derived intangible income
Other permanent differences
Effective income tax rate for continuing operations
For the Years Ended December 31,
2023
2022
2021
21.0 %
1.7
(4.0)
(0.1)
1.2
(0.5)
(0.3)
19.0 %
21.0 %
1.7
(1.8)
(0.3)
0.9
(1.3)
0.5
20.7 %
21.0 %
2.0
(3.4)
(0.5)
0.9
—
1.0
21.0 %
Undistributed earnings relating to certain non-U.S. subsidiaries of approximately $560.0 million and $453.4 million as of
December 31, 2023 and 2022, respectively, are considered to be permanently reinvested. While these earnings would no
longer be subject to incremental U.S. tax, if the Company were to actually distribute these earnings, they could be subject
to additional foreign income taxes and/or withholding taxes payable to non-U.S. countries. Determination of the
unrecognized deferred foreign income tax liability related to these undistributed earnings is not practicable due to the
complexities associated with this hypothetical calculation.
The Company utilizes the liability method of accounting for income taxes whereby deferred taxes are determined based
on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities
given the provisions of enacted tax laws. The net deferred income taxes consisted of the following (in millions):
Deferred income taxes:
Inventories
Accrued expenses and other
Intangible assets
Capitalized research expenditures
Property and equipment
Operating lease assets
Operating lease liabilities
Employee compensation and benefits
Net operating loss and other loss carryforwards
Valuation allowance
Total net deferred income tax asset
As of December 31,
2023
2022
$
$
98.0 $
163.2
(56.8)
129.6
(89.0)
(39.3)
39.3
42.7
22.4
(16.9)
293.2 $
87.2
125.5
(44.1)
83.3
(93.4)
(29.2)
29.2
42.1
21.9
(16.6)
205.9
As of December 31, 2023, the Company had available unused international and acquired federal net operating loss
carryforwards of $64.5 million. The net operating loss carryforwards will expire at various dates from 2024 to 2030, with
certain jurisdictions having indefinite carryforward terms.
63
The Company classifies liabilities related to unrecognized tax benefits as long-term income taxes payable within other
long-term liabilities in the consolidated balance sheets. The Company recognizes potential interest and penalties related
to income tax positions as a component of the provision for income taxes in the consolidated statements of income.
Reserves related to potential interest are recorded as a component of long-term income taxes payable. The federal benefit
of state taxes and interest related to the reserves is recorded as a component of deferred taxes. The entire balance of
unrecognized tax benefits as of December 31, 2023, if recognized, would affect the Company’s effective tax rate. The
Company does not anticipate that total unrecognized tax benefits will materially change in the next twelve months. Tax
years 2017 through 2023 remain open to examination by certain tax jurisdictions to which the Company is subject.
Reconciliations of the beginning and ending unrecognized tax benefits were as follows (in millions):
Balance as of January 1,
Gross increases for tax positions of prior years
Gross increases for tax positions of current year
Decreases due to settlements and other prior year tax positions
Decreases for lapse of statute of limitations
Balance as of December 31,
Reserves related to potential interest and penalties as of December 31,
Unrecognized tax benefits as of December 31,
For the Years Ended December 31,
2023
2022
$
$
10.9 $
0.5
3.2
(0.4)
(3.0)
11.2
0.9
12.1 $
12.4
—
2.4
(0.6)
(3.3)
10.9
0.8
11.7
Note 10. Shareholders’ Equity
Share repurchase program. The Company has made the following share repurchases (in millions):
Total number of shares repurchased and retired
Total investment
For the Years Ended December 31,
2023
2022
2021
1.6
178.6 $
4.4
505.0 $
3.8
461.6
$
In October 2023, the Polaris Board of Directors authorized the repurchase of up to an additional $1.0 billion of the
Company’s outstanding common stock, in addition to the amount still outstanding on its April 2021 share repurchase
program. The authorization was effective immediately. As of December 31, 2023, the Company was authorized to
repurchase up to an additional $1,185.1 million of the Company’s common stock. The repurchase of any shares will be
dependent on management’s assessment of market conditions.
Stock purchase plan. The Company maintains an employee stock purchase plan (“Purchase Plan”). A total of 3.0
million shares of common stock are reserved for this plan. The Purchase Plan permits eligible employees to purchase
common stock monthly at 95 percent of the average of the beginning and end of month stock prices. As of December 31,
2023, approximately 1.6 million shares had been purchased under the Purchase Plan.
Dividends. Quarterly and total year cash dividends declared per common share for the years ended December 31, 2023,
2022 and 2021 were as follows:
Quarterly dividend declared and paid per common share
Total dividends declared and paid per common share
For the Years Ended December 31,
2023
2022
2021
$
$
0.65 $
2.60 $
0.64 $
2.56 $
0.63
2.52
On February 1, 2024, the Polaris Board of Directors declared a regular cash dividend of $0.66 per share payable on
March 15, 2024 to holders of record of such shares at the close of business on March 1, 2024.
Net income per share. Basic net income per share was computed by dividing net income available to common
shareholders by the weighted-average number of common shares outstanding during each period, including shares earned
under The Deferred Compensation Plan for Directors (“Director Plan”), the ESOP and deferred stock units under the
64
2007 Omnibus Incentive Plan (“Omnibus Plan”). Diluted net income per share was computed under the treasury stock
method and was calculated to compute the dilutive effect of outstanding stock options and certain share-based awards
issued under the Omnibus Plan.
Reconciliations of these amounts are as follows (in millions):
Weighted average number of common shares outstanding
Director Plan and deferred stock units
ESOP
Common shares outstanding—basic
Dilutive effect of restricted stock awards
Dilutive effect of stock option awards
Common and potential common shares outstanding—diluted
For the Years Ended December 31,
2023
2022
2021
56.7
0.2
0.2
57.1
0.3
0.3
57.7
58.9
0.2
0.2
59.3
0.4
0.4
60.1
61.0
0.2
0.1
61.3
0.7
0.7
62.7
During 2023, 2022 and 2021, the number of options that were not included in the computation of diluted net income per
share because the option exercise price was greater than the market price, and therefore the effect would have been anti-
dilutive, was 1.7 million, 1.6 million and 0.9 million, respectively.
Accumulated other comprehensive loss. Changes in the accumulated other comprehensive loss balance were as follows
(in millions):
Foreign Currency
Translation
Cash Flow
Hedging Derivatives
Retirement Plan
Activity
Balance as of December 31, 2022
Reclassification to the statement of income
Change in fair value
Balance as of December 31, 2023
$
$
(94.8) $
—
32.2
(62.6) $
10.5 $
(32.3)
23.5
1.7 $
Accumulated Other
Comprehensive Loss
(87.5)
(33.0)
63.0
(57.5)
(3.2) $
(0.7)
7.3
3.4 $
See Note 15 for information on gains and losses related to the Company’s derivative financial instruments designated as
cash flow hedges.
Note 11. Financial Services Arrangements
Polaris Acceptance, a joint venture between the Company and Wells Fargo Commercial Distribution Finance
Corporation, a direct subsidiary of Wells Fargo Bank, N.A. (“Wells Fargo”), which is supported by a partnership
agreement between their respective wholly owned subsidiaries, finances substantially all of the Company’s United States
sales of ORVs, snowmobiles, motorcycles, and related PG&A, whereby the Company receives payment within a few
days of shipment of the product.
The Company’s subsidiary has a 50 percent equity interest in Polaris Acceptance. Polaris Acceptance may sell its
receivable portfolio to a securitization facility (the “Securitization Facility”) arranged by Wells Fargo. The sale of
receivables from Polaris Acceptance to the Securitization Facility is accounted for in Polaris Acceptance’s financial
statements as a “true-sale” under ASC Topic 860. The Company’s allocable share of the income of Polaris Acceptance
has been included as a component of income from financial services in the consolidated statements of income. The
partnership agreement is effective through February 2027.
The Company’s total investment in Polaris Acceptance was $141.1 million as of December 31, 2023 and is accounted for
under the equity method and recorded in investment in finance affiliate in the consolidated balance sheets. As of
December 31, 2023, the outstanding amount of net receivables financed for dealers under this arrangement was
$1,927.5 million, all of which was included in the Polaris Acceptance portfolio.
The Company has agreed to repurchase products repossessed by Polaris Acceptance up to an annual maximum of 15
percent of the aggregate average month-end outstanding Polaris Acceptance receivables and Securitized Receivables
during the prior calendar year. For calendar year 2023, the potential 15 percent aggregate repurchase obligation was
approximately $110.5 million.
65
Summarized financial information for Polaris Acceptance reflecting the effects of the Securitization Facility are as
follows (in millions):
Revenues
Interest and operating expenses
Net income
Finance receivables, net
Other assets
Total assets
Notes payable
Other liabilities
Partners’ capital
Total liabilities and partners’ capital
For the Years Ended December 31,
2023
2022
2021
$
$
94.3 $
11.4
82.9 $
49.7 $
19.5
30.2 $
21.9
6.6
15.3
As of December 31,
2023
1,927.5 $
8.4
1,935.9 $
1,607.6 $
46.1
282.2
1,935.9 $
2022
1,314.2
20.9
1,335.1
1,076.0
73.0
186.1
1,335.1
$
$
$
$
A subsidiary of Huntington Bancshares Incorporated (“Huntington”) finances a portion of the Company’s United States
sales of boats whereby the Company receives payment within a few days of shipment of the product. The Company has
agreed to repurchase products repossessed by Huntington up to a maximum of 100 percent of the aggregate outstanding
Huntington receivables balance. As of December 31, 2023, the potential aggregate repurchase obligation was
approximately $361.4 million.
The Company has other financing arrangements related to its foreign subsidiaries in which it has agreed to repurchase
repossessed products. For calendar year 2023, the potential aggregate repurchase obligations were approximately
$24.4 million.
The Company’s financial exposure under these repurchase agreements is limited to the difference between the amounts
unpaid by the dealer or distributor with respect to the repossessed product plus costs of repossession and the amount
received on the resale of the repossessed product. No material losses have been incurred under these agreements during
the periods presented.
As of December 31, 2023, the outstanding amount financed worldwide by dealers under arrangements with finance
companies was approximately $2,629.9 million. As a part of its marketing program, the Company contributes to the cost
of dealer financing up to certain limits and subject to certain conditions. Such expenditures are presented as a reduction
of sales in the consolidated statements of income.
The Company has agreements with third-party financing companies to provide financing options to end consumers of the
Company’s products. The Company has no material contingent liabilities for residual value or credit collection risk under
these agreements. The Company’s income generated from these agreements has been included as a component of income
from financial services in the consolidated statements of income.
Note 12. Investment in Other Affiliates
The Company has certain strategic investments in nonmarketable securities of other companies. The Company had
$71.9 million and $50.3 million of such investments as of December 31, 2023 and 2022, respectively. These investments
are recorded as a component of other long-term assets in the consolidated balance sheets.
The Company impairs an investment and recognizes a loss if and when events or circumstances indicate there has been
impairment in the investment that is other-than-temporary. The Company evaluates investments in nonmarketable
securities for impairment utilizing level 3 fair value inputs. The Company recorded a $7.7 million impairment associated
with a strategic investment during 2021. The impairment was recorded within other (income) expense, net in the
consolidated statements of income.
66
Note 13. Leases
Information on the Company’s leases is summarized as follows (in millions):
Classification
Operating lease assets
Property and equipment, net (1)
Assets
Operating lease assets
Finance lease assets
Total lease assets
Liabilities
Current
Operating lease liabilities
Finance lease liabilities
Other current liabilities
Current financing obligations
Long-term
Operating lease liabilities
Finance lease liabilities
Other long-term liabilities
Long-term financing obligations
Total lease liabilities
As of December 31,
2023
2022
$
$
$
$
143.9 $
7.0
150.9 $
29.5 $
1.7
115.1
8.6
154.9 $
111.0
7.4
118.4
24.1
1.5
87.0
9.9
122.5
(1) Finance lease assets are recorded net of accumulated amortization of $12.9 million and $10.4 million as of
December 31, 2023 and 2022, respectively.
Lease Cost
Operating lease cost (1)
Finance lease cost
Classification
Operating expenses and cost of sales
Amortization of lease assets
Interest on lease liabilities
Operating expenses and cost of sales
Interest expense
Total lease cost
(1) Includes short-term leases and variable lease costs, which are immaterial.
For the Years Ended December 31,
2023
2022
$
46.0 $
40.0
1.3
0.6
47.9 $
1.1
0.7
41.8
$
Maturity of Lease Liabilities
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: interest
Present value of lease payments
Operating Leases(1)
$
34.0
28.7
23.6
18.8
16.0
39.9
161.0
16.4
144.6
$
$
Finance Leases
2.1
2.1
2.1
2.1
2.2
1.3
11.9
1.6
10.3
$
$
$
Total
36.1
30.8
25.7
20.9
18.2
41.2
172.9
$
$
(1) As of December 31, 2023, the Company did not have any legally binding minimum lease payments for leases signed
but not yet commenced. There were no options to extend lease terms that were reasonably certain of being exercised as
of December 31, 2023.
67
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Leased assets obtained in exchange for new operating lease liabilities
As of December 31,
2023
2022
6.28
5.56
3.37 %
5.22 %
6.26
6.54
2.45 %
5.21 %
For the Years Ended December 31,
2023
2022
$
45.6 $
0.6
1.5
57.4
40.4
0.6
1.4
52.8
Note 14. Commitments and Contingencies
Product liability. The Company is subject to product liability claims in the normal course of business. The Company
purchases excess insurance coverage annually for product liability claims, which is subject to self-insured retention and
aggregate limits. The estimated costs resulting from any losses are charged to operating expenses when it is probable a
loss has been incurred and the amount of the loss is reasonably estimable. The Company utilizes historical trends and
actuarial analysis, along with an analysis of current claims, to assist in determining the appropriate loss reserve levels. As
of December 31, 2023 and 2022, the Company had an accrual of $136.7 million and $107.5 million, respectively, for the
probable payment of pending claims related to product liability litigation associated with the Company’s products. This
accrual is included as a component of accrued expenses in the consolidated balance sheets.
Litigation. The Company is subject to lawsuits and claims arising in the normal course of business, including matters
related to intellectual property, commercial matters, employment, warranty, product liability claims and putative class
actions. Additional details about certain of the pending putative class actions are provided in Part I, Item 3 – Legal
Proceedings.
In the opinion of management, it is presently unlikely that any legal proceedings pending against or involving the
Company will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
However, in many of these matters, it is inherently difficult to determine whether a loss is probable or reasonably
possible or to estimate the size or range of the possible loss given the variety of potential outcomes of actual and
potential claims, including legal proceedings seeking punitive damages for certain policy years for which we may not be
insured, the uncertainty of future rulings, possible class certification, the behavior or incentives of adverse parties, and
other factors outside the control of the Company. Accordingly, the Company’s loss reserve may change from time to
time, and actual losses could exceed the amounts accrued by an amount that could be material to the Company’s
consolidated financial position, results of operations, or cash flows in any particular reporting period.
Regulatory. In the normal course of business, the Company’s products are subject to extensive laws and regulations
relating to safety, environmental, and other regulations promulgated by the United States federal government and
individual states, as well as international regulatory authorities. Failure to comply with applicable regulations could
result in fines, penalties, or other costs.
Note 15. Derivative Instruments and Hedging Activities
The Company is exposed to certain risks from fluctuations in foreign currency exchange rates, interest rates, and
commodity prices. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments.
The decision of whether and when to execute derivative instruments, along with the duration of the instrument, may vary
from period to period depending on market conditions, the relative costs of the instruments and capacity to hedge. The
68
duration is linked to the timing of the underlying exposure, with the connection between the two being regularly
monitored. The Company does not use any financial contracts for trading purposes. The derivative contracts contain
credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of
such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting
those counterparties to major financial institutions of high credit quality.
The Company conducts business in various locations throughout the world and is subject to market risk associated with
certain product sourcing activities and intercompany cash flows due to changes in the value of foreign currencies in
relation to its reporting currency, the U.S. dollar. The Company’s foreign currency management objective is to mitigate
the potential impact of currency fluctuations on the value of its U.S. dollar cash flows and to reduce the variability of
certain cash flows at the subsidiary level. The Company actively manages certain forecasted foreign currency exposures
and uses a centralized currency management operation to take advantage of potential opportunities to naturally offset
foreign currency exposures. The Company utilizes foreign currency exchange contracts to mitigate the effects of foreign
currency exchange rate fluctuations related to the Australian dollar, Canadian dollar, and Mexican peso. The Company’s
foreign currency exchange contracts generally have maturities of less than one year and met the criteria to be accounted
for as cash flow hedges.
The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to
optimize its interest costs. The Company enters into interest rate swap transactions to hedge the variable interest rate
payments for the Term Loan Facility. In connection with these contracts, the Company pays interest based upon a fixed
rate and receives variable rate interest payments based on adjusted Term SOFR. These contracts, with maturities through
February 2026, met the criteria to be accounted for as cash flow hedges.
Commodity hedging contracts are entered into in order to manage fluctuating market prices of certain purchased
commodities and raw materials that are integrated into the Company’s end products. The Company’s commodity
contracts generally have maturities of less than one year and met the criteria to be accounted for as cash flow hedges.
The notional and fair values of the Company’s derivative financial instruments designated as cash flow hedges were as
follows (in millions):
December 31, 2023
December 31, 2022
Notional Value
(in U.S.
Dollars)
Fair Value -
Assets
Fair Value -
Liabilities
Notional Value
(in U.S.
Dollars)
Fair Value -
Assets
Fair Value -
Liabilities
Foreign currency
contracts
Interest rate contracts
Commodity contracts
$
250.3 $
6.5 $
(1.9) $
154.0 $
8.4 $
Total
$
734.9 $
9.5 $
400.0
84.6
0.9
2.1
—
(3.4)
(5.3) $
550.0
—
5.9
—
704.0 $
14.3 $
—
—
—
—
Assets are included in prepaid expenses and other and liabilities are included in accrued expenses in the consolidated
balance sheets. Assets and liabilities are offset in the consolidated balance sheet if the right of offset exists.
The amounts of gains and losses related to the Company’s derivative financial instruments designated as cash flow
hedges were as follows (in millions):
Derivatives Designated as Cash Flow Hedges
Foreign exchange contracts
Interest rate contracts
Commodity contracts
Total
Location of Gain Reclassified from
Accumulated OCI into Income
Other (income) expense, net
Interest expense
Cost of sales
For the Year Ended December 31, 2023
Gain Reclassified
from AOCI into
Income
Loss Recognized in
OCI
$
$
22.7 $
8.8
0.8
32.3 $
(4.0)
(3.8)
(1.0)
(8.8)
69
Derivatives Designated as Cash Flow Hedges
Foreign exchange contracts
Interest rate contracts
Commodity contracts
Total
Location of Gain (Loss) Reclassified from
Accumulated OCI into Income
Other (income) expense, net
Interest expense
Cost of sales
$
Gain (Loss)
Reclassified from
AOCI into Income
$
Gain (Loss)
Recognized in OCI
4.9
10.5
(0.5)
14.9
14.3 $
1.0
(0.3)
15.0 $
For the Year Ended December 31, 2022
The unrealized gains or losses, after tax, are recorded as a component of accumulated other comprehensive loss in
shareholders’ equity. Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge
components excluded from the assessment of effectiveness are recognized currently in the consolidated statements of
income and were not material for the periods presented.
The net amount of the existing gains or losses as of December 31, 2023 that is expected to be reclassified into the
statements of income within the next 12 months is not expected to be material.
Note 16. Segment Reporting
The Company’s reportable segments are based on the Company’s method of internal reporting and are comprised of
various product offerings that serve multiple end markets. These results are not necessarily indicative of the results of
operations that would have occurred had each segment been an independent, stand-alone entity during the periods
presented. The internal reporting of these operating segments is based, in part, on the reporting and review process used
by the Company’s Chief Executive Officer. The Company has three operating segments: 1) Off Road, 2) On Road, and
3) Marine, which are all reportable segments. The Corporate amounts include revenues and costs of businesses that were
divested in 2021, as well as costs that are not allocated to segments, including certain unallocated manufacturing costs
and the impacts of certain foreign currency transactions. Businesses that are presented as discontinued operations are
excluded from the table below.
Segment sales and gross profit data is summarized as follows (in millions):
Sales
Off Road
On Road
Marine
Corporate
Total sales
Gross profit
Off Road
On Road
Marine
Corporate
Total gross profit
For the Years Ended December 31,
2023
2022
2021
$
$
$
$
6,984.4 $
1,184.6
765.4
—
8,934.4 $
1,531.6 $
240.4
169.0
18.9
1,959.9 $
6,436.2 $
1,163.4
989.4
—
8,589.0 $
1,523.4 $
206.3
222.5
7.3
1,959.5 $
5,574.6
1,031.8
760.2
72.6
7,439.2
1,329.8
160.7
170.6
89.8
1,750.9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
70
Item 9A. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management,
including the Company’s Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of
the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K,
the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is (1) recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and
communicated to the Company’s management including its Chief Executive Officer and Chief Financial Officer, in a
manner that allows timely decisions regarding required disclosure. No changes have occurred during the quarter ended
December 31, 2023 or since the evaluation date that would have a material effect on the Company’s internal control over
financial reporting.
The Company’s internal control report is included in this report after Item 8, under the caption “Management’s Report on
Internal Control over Financial Reporting.”
The effectiveness of the Company’s internal control over financial reporting has been audited by Ernst & Young LLP
(PCAOB ID: 42), an independent registered public accounting firm, as stated in its report included herein.
Item 9B. Other Information
Trading Arrangements
During the fiscal quarter ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule
16a-1(f) under the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement (as each term is
defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
71
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The sections entitled “Proposal 1 – Election of Directors—Information Concerning Nominees and Directors,”
“Corporate Governance—Committees of the Board” and “Corporate Governance—Code of Business Conduct and
Ethics” in the Polaris definitive Proxy Statement to be filed on or about March 13, 2024 for its 2024 annual meeting of
stockholders (the “2024 Proxy Statement”), are incorporated herein by reference. See also Item 1 “Executive Officers of
the Registrant” in Part I hereof.
Item 11. Executive Compensation
The sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee
Report,” “Executive Compensation,” “Potential Payments Upon Termination or Change In Control,” and “Pay Ratio
Disclosure” in the Company’s 2024 Proxy Statement are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The sections entitled “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners
and Management” in the Company’s 2024 Proxy Statement are incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The sections entitled “Corporate Governance—Director Independence” and “Corporate Governance—Certain
Relationships and Related Transactions” in the Company’s 2024 Proxy Statement are incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The section entitled “Fees Paid to Independent Registered Public Accounting Firm” in the Company’s 2024 Proxy
Statement is incorporated herein by reference.
72
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements
The financial statements listed in the Index to Financial Statements on page 38 are included in Part II of this
Form 10-K.
(2) Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts is included on page 74 of this report.
All other supplemental financial statement schedules have been omitted because they are not applicable or are
not required or the information required to be set forth therein is included in the Consolidated Financial
Statements or Notes thereto.
(3) Exhibits
The Exhibits to this report are listed in the Exhibit Index to Annual Report on Form 10-K on pages 75 to 80.
A copy of any of these Exhibits will be furnished at a reasonable cost to any person who was a shareholder of
the Company as of February 16, 2024, upon receipt from any such person of a written request for any such
exhibit. Such request should be sent to Polaris Inc., 2100 Highway 55, Medina, Minnesota 55340, Attention:
Investor Relations.
(b) Exhibits
Included in Item 15(a)(3) above.
(c) Financial Statement Schedules
Included in Item 15(a)(2) above.
Item 16. Form 10-K Summary
None.
73
POLARIS INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
(In millions)
2021: Deducted from asset accounts—
Allowance for doubtful accounts receivable
2022: Deducted from asset accounts—
Allowance for doubtful accounts receivable
2023: Deducted from asset accounts—
Allowance for doubtful accounts receivable
Balance at
Beginning of
Period
Additions
Charged to
Costs and
Expenses
Reductions
from
Divestiture
Other
Changes(1)
Balance at
End of Period
$
$
$
4.4 $
1.3 $
(0.2) $
(0.8) $
4.7 $
4.2 $
— $
(0.2) $
8.7 $
1.7 $
— $
(1.4) $
4.7
8.7
9.0
(1) Uncollectible accounts receivable written off, net of recoveries
Inventory Reserve
(In millions)
2021: Deducted from asset accounts—
Allowance for obsolete inventory
2022: Deducted from asset accounts—
Allowance for obsolete inventory
2023: Deducted from asset accounts—
Allowance for obsolete inventory
(2)
Inventory disposals, net of recoveries
Balance at
Beginning of
Period
Additions
Charged to
Costs and
Expenses
Reductions
from
Divestiture
Other
Changes(2)
Balance at
End of Period
$
$
$
61.6 $
29.5 $
(2.4) $
(14.6) $
74.1
74.1 $
32.0 $
— $
(19.4) $
86.7
86.7 $
34.6 $
— $
(26.2) $
95.1
Deferred Tax Asset Valuation Allowance
(In millions)
2021: Deducted from asset accounts—Allowance for
deferred tax assets
2022: Deducted from asset accounts—Allowance for
deferred tax assets
2023: Deducted from asset accounts—Allowance for
deferred tax assets
Balance at
Beginning of
Period
Additions
Charged to
Costs and
Expenses (3)
Other
Changes(4)
Balance at
End of Period
$
$
$
16.1 $
2.1 $
(1.2) $
17.0
17.0 $
0.7 $
(1.1) $
16.6
16.6 $
1.5 $
(1.2) $
16.9
(3)
Increases related to losses, credits, impairments and capital losses without tax benefits
(4) Decreases related to utilization of loss carryforwards and certain deferred tax assets
74
POLARIS INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2023
Exhibit
Number
2.a
3.a
.b
4.a
.b
.c
.d
.e
.f
.g
.h
.i
.j
.k
.l
.m
.n
Description
Agreement and Plan of Merger, dated as of May 29, 2018, by and among Polaris Industries Inc., Polaris
Sales Inc., Beam Merger Sub, LLC, Boat Holdings, LLC and the Holder Representative thereunder
(excluding schedules and exhibits, which the Company agrees to furnish supplementally to the Securities
and Exchange Commission upon request), incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed May 30, 2018.
Certificate of Incorporation of Polaris Inc. effective April 28, 2023, incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K filed May 1, 2023.
Bylaws of Polaris Inc., effective April 28, 2023, incorporated by reference to Exhibit 3.2 to the Company’s
Current Report on Form 8-K filed May 1, 2023.
Specimen Stock Certificate of the Company, incorporated by reference to Exhibit 4 to the Company’s
Registration Statement on Form S-4/A, filed November 18, 1994 (No. 033-55769).
Master Note Purchase Agreement by and among Polaris Industries Inc. and the purchasers party thereto,
dated December 13, 2010, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed December 15, 2010.
First Amendment to Master Note Purchase Agreement effective as of August 18, 2011, incorporated by
reference to Exhibit 4.c to the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2011.
First Supplement to Master Note Purchase Agreement effective as of December 19, 2013, incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed December 20, 2013.
Second Amendment to Master Note Purchase Agreement, as Supplemented by the First Supplement to the
Master Note Amendment effective as of December 28, 2016, incorporated by reference to Exhibit 4.f to the
Company’ Annual Report on Form 10-K for the year ended December 31, 2016.
Third Amendment to Master Note Purchase Agreement, as Supplemented by the First Supplement to the
Master Note Amendment, effective as of July 31, 2018, incorporated by reference to Exhibit 4.f to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
Fourth Amendment to Master Note Purchase Agreement, effective as of May 26, 2020, incorporated by
reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed May 29, 2020.
Fifth Amendment to Master Note Purchase Agreement, effective January 15, 2021, incorporated by
reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed January 19, 2021.
Master Note Purchase Agreement by and among Polaris Industries Inc. and the purchasers party thereto,
dated July 2, 2018, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed July 2, 2018.
First Amendment to Master Note Purchase Agreement effective May 26, 2020, incorporated by reference to
Exhibit 10.03 to the Company’s Current Report on Form 8-K filed May 29, 2020.
Second Amendment to Master Note Purchase Agreement, effective January 15, 2021, incorporated by
reference to Exhibit 10.03 to the Company’s Current Report on Form 8-K filed January 19, 2021.
Description of the Company’s Capital Stock, incorporated by reference to Exhibit 4.h to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019.
Base indenture, dated as of November 16, 2023, between the Company and U.S. Bank Trust Company,
National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report
on Form 8-K filed November 16, 2023.
First Supplemental Indenture, dated as of November 16, 2023, between the Company and U.S. Bank Trust
Company, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K filed November 16, 2023.
75
10.a
.b
.c
.d
.e
.f
.g
.h
.i
.j
.k
.l
Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended and restated effective July 23,
2014, incorporated by reference to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2014.*
Amendment to the Polaris Industries Inc. Supplemental Retirement/Savings Plan effective January 1, 2018
incorporated by reference to Exhibit 10.b to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2017.*
Polaris Inc. Deferred Compensation Plan for Directors, as amended and restated, effective October 24,
2019, incorporated by reference to Exhibit 10.c to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019.*
Polaris Industries Inc. Senior Executive Annual Incentive Plan, as amended and restated effective February
27, 2018 incorporated by reference to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2018.*
Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 30, 2020), incorporated by
reference to Annex A to the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders
filed March 13, 2020.*
Form of Nonqualified Stock Option Agreement (Single Trigger) made under the Polaris Industries Inc.
2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
Form of Nonqualified Stock Option Agreement (Double Trigger) made under the Polaris Industries Inc.
2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
Form of Deferred Stock Award Agreement for shares of deferred stock granted to non-employee directors
in 2007 under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit
10.t to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
Form of the Deferred Stock Unit Award Agreement for units of deferred stock granted to non-employee
directors under the Company’s Amended and Restated 2007 Omnibus Incentive Plan, incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 3, 2016.*
Form of Nonqualified Stock Option Agreement entered into with Kenneth J. Pucel, incorporated by
reference to Exhibit 10.gg to the Company’s Annual Report on Form 10-K for the year ended December
31, 2014 .*
Form of Performance Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel,
incorporated by reference to Exhibit 10.hh to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2014.*
Form of Restricted Stock Unit Award Agreement made under the Polaris Industries Inc. 2007 Omnibus
Incentive Plan (as Amended and Restated April 30, 2015), incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K as filed July 13, 2015.*
.m
Form of Performance Restricted Stock Unit Award Agreement made under the Polaris Industries Inc. 2007
Omnibus Incentive Plan (as Amended and Restated April 30, 2015), incorporated by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
.n
.o
.p
.q
Form of Nonqualified Stock Option Award Agreement made under the Polaris Industries Inc. 2007
Omnibus Incentive Plan (as Amended and Restated April 30, 2015), incorporated by reference to Exhibit
10.3 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
Form of Nonqualified Stock Option Award Agreement made under the Polaris Inc. 2007 Omnibus
Incentive Plan (as Amended and Restated April 25, 2019), incorporated by reference to Exhibit 10.p to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*
Form of Nonqualified Stock Option Award Agreement entered into with Kenneth J. Pucel, made under the
Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 25, 2019), incorporated by
reference to Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31,
2019.*
Form of Restricted Stock Unit Award Agreement made under the Polaris Inc. 2007 Omnibus Incentive Plan
(as Amended and Restated April 25, 2019), incorporated by reference to Exhibit 10.r to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019.*
76
.r
.s
.t
.u
.v
.w
.x
.y
.z
.aa
.bb
.cc
.dd
.ee
.ff
Form of Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, made under the
Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 25, 2019), incorporated by
reference to Exhibit 10.s to the Company’s Annual Report on Form 10-K for the year ended December 31,
2019.*
Form of Performance Restricted Stock Unit Award Agreement made under the Polaris Inc. 2007 Omnibus
Incentive Plan (as Amended and Restated April 25, 2019), incorporated by reference to Exhibit 10.t to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*
Form of Performance Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, made
under the Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 25, 2019),
incorporated by reference to Exhibit 10.u to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019.*
Form of Nonqualified Stock Option Award Agreement made under the Polaris Inc. 2007 Omnibus
Incentive Plan (as Amended and Restated April 30, 2020), incorporated by reference to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020.*
Form of Nonqualified Stock Option Award Agreement entered into with Kenneth J. Pucel, made under the
Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 30, 2020), incorporated by
reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*
Form of Restricted Stock Unit Award Agreement made under the Polaris Inc. 2007 Omnibus Incentive Plan
(as Amended and Restated April 30, 2020), incorporated by reference to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020.*
Form of Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, made under the
Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 30, 2020), incorporated by
reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*
Form of Performance Restricted Stock Unit Award Agreement made under the Polaris Inc. 2007 Omnibus
Incentive Plan (as Amended and Restated April 30, 2020), incorporated by reference to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020.*
Form of Performance Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, made
under the Polaris Inc. 2007 Omnibus Incentive Plan (as Amended and Restated April 30, 2020),
incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31,
2020.*
Form of Nonqualified Stock Option Award Agreement (2023) made under the Polaris Inc. 2007 Omnibus
Incentive Plan (As Amended and Restated April 30, 2020), incorporated by reference to Exhibit 10.a to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.*
Form of Nonqualified Stock Option Award Agreement (2023) entered into with Kenneth J. Pucel, made
under the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020),
incorporated by reference to Exhibit 10.b to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023.*
Form of Restricted Stock Award Agreement (2023) made under the Polaris Inc. 2007 Omnibus Incentive
Plan (As Amended and Restated April 30, 2020), incorporated by reference to Exhibit 10.c to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.*
Form of Restricted Stock Award Agreement (2023) entered into with Kenneth J. Pucel, made under the
Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020), incorporated by
reference to Exhibit 10.d to the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2023.*
Form of Performance Restricted Stock Unit Award Agreement (2023) made under the Polaris Inc. 2007
Omnibus Incentive Plan (As Amended and Restated April 30, 2020), incorporated by reference to Exhibit
10.e to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.*
Form of Performance Restricted Stock Unit Award Agreement (2023) entered into with Kenneth J. Pucel,
made under the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020),
incorporated by reference to Exhibit 10.f to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023.*
77
.gg
.hh
.ii
.jj
.kk
.ll
Form of Restricted Stock Unit Award Agreement (Retention Grant) made under the Polaris Inc. 2007
Omnibus Incentive Plan (as Amended and Restated April 30, 2020), incorporated by reference to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*
Employment Offer Letter dated September 15, 2014 by and between the Company and Kenneth J. Pucel,
incorporated by reference to Exhibit 10.w to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2014.*
Employment Offer Letter dated July 10, 2015 by and between the Company and Michael T. Speetzen,
incorporated by reference to Exhibit 10.d to the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2015.*
Employment Offer Letter dated December 21, 2020 by and between the Company and Michael T.
Speetzen, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020.*
Employment Offer Letter dated December 21, 2020 by and between the Company and Robert P. Mack,
incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31,
2020.*
Employment Offer letter dated January 12, 2011 by and between the Company and James P. Williams,
incorporated by reference to Exhibit 10.cc to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2011.*
.mm Severance Agreement entered into with Kenneth J. Pucel dated December 1, 2014, incorporated by
reference to Exhibit 10.gg to the Company’s Annual Report on Form 10-K for the year ended December
31, 2021.*
.nn
.oo
.pp
.qq
.rr
.ss
.tt
.uu
Severance Agreement dated July 31, 2015 entered into with Michael T. Speetzen, incorporated by reference
to Exhibit 10.ff to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.*
Severance Agreement dated April 4, 2011 entered into with James P. Williams, incorporated by reference
to Exhibit 10.ff to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*
Employment Offer Letter dated December 27, 2017 by and between the Company and Lucy Clark
Dougherty, incorporated by reference to Exhibit 10.u to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2018.*
Severance Agreement dated January 29, 2018 entered into with Lucy Clark Dougherty, incorporated by
reference to Exhibit 10.z to the Company’s Annual Report on Form 10-K for the year ended December 31,
2018.*
Amended and Restated Joint Venture Agreement dated as of February 28, 2011, by and between the
Company and GE Commercial Distribution Finance Corporation, incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed March 1, 2011.
Amended and Restated Manufacturer’s Repurchase Agreement dated as of February 28, 2011, by and
among the Company, Polaris Industries Inc., a Delaware Corporation, Polaris Sales Inc., and Polaris
Acceptance, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
March 1, 2011.
First Amendment dated December 7, 2015 to the Amended and Restated Joint Venture Agreement dated as
of February 28, 2011, by and between the Company and GE Commercial Distribution Finance LLC f/k/a
GE Commercial Distribution Corporation, incorporated by reference to Exhibit 10.nn to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2015.
Second Amendment dated December 7, 2015 to the Second Amended and Restated Partnership Agreement,
by and between Polaris Acceptance Inc. and CDF Joint Ventures, Inc. dated as of June 1, 2014,
incorporated by reference to Exhibit 10.oo to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2015.
78
.vv
Third Amended and Restated Credit Agreement dated November 9, 2016 by and among Polaris Industries
Inc., Polaris Sales Inc., any other Domestic Borrower (as defined therein) that thereafter becomes a party
thereto, Polaris Sales Europe Sárl, any other Foreign Borrower (as defined therein) that hereafter becomes a
party thereto, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left
Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo
Securities, LLC, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers, Joint Book
Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank, N.A.,
PNC Bank, National Association and BMO Harris Bank N.A., as Documentation Agents, incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 10, 2016.
.ww Fourth Amended and Restated Credit Agreement, dated July 2, 2018 by and among Polaris Industries Inc.,
Polaris Sales Europe Sàrl, any other Foreign Borrower (as defined therein) that hereafter becomes a party
thereto, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead
Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo
Securities, LLC, and MUFG Bank, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication
Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank N.A., PNC Bank, National
Association and BMO Harris Bank N/A., as Documentation Agents, incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed July 2, 2018.
.xx
.yy
.zz
.aaa
Incremental Amendment to Fourth Amended and Restated Credit Agreement dated as of April 9, 2020,
incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed April 13,
2020.
Amendment No. 1 to Fourth Amended and Restated Credit Agreement dated as of May 26, 2020,
incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed May 29,
2020.
Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated as of January 15, 2021,
incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed January 19,
2021.
Amendment No. 3 dated as of June 30, 2021 to Fourth Amended and Restated Credit Agreement dated as
of July 2, 2018 by and among Polaris Inc., certain of its affiliates listed on the signature pages thereto, the
lenders listed on the signature pages thereto and U.S. Bank National Association, as administrative agent,
incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed June 30,
2021.
.bbb Amendment No. 4 dated as of December 17, 2021 to Fourth Amended and Restated Credit Agreement
dated as of July 2, 2018 by and among Polaris Inc., certain of its affiliates listed on the signature pages
thereto, the lenders listed on the signature pages thereto and U.S. Bank National Association, as
administrative agent, incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form
8-K filed December 21, 2021.
.ccc
Amendment No. 5 dated as of December 16, 2022 to Fourth Amended and Restated Credit Agreement
dated as of July 2, 2018 by and among Polaris Inc., certain of its affiliates listed on the signature pages
thereto, the lenders listed on the signature pages thereto and U.S. Bank National Association, as
administrative agent, incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form
8-K filed December 20, 2022.
.ddd Amendment No. 6 dated as of November 7, 2023 to the Fourth Amended and Restated Credit Agreement
dated as of July 2, 2018, by and among Polaris Inc., certain of its affiliates listed on the signature pages
thereto, the lenders listed on the signature pages thereto and U.S. Bank National Association, as
administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed November 7, 2023.
.eee
.fff
.ggg
Severance Agreement dated August 18, 2011 entered into with Steven Menneto, incorporated by reference
to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.*
Employment Offer Letter dated April 27, 2016 by and between the Company and Stephen L. Eastman,
incorporated by reference to Exhibit 10.b to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2016.*
Severance Agreement dated February 6, 2012 entered into with Stephen L. Eastman, incorporated by
reference to Exhibit 10.dd to the Company’s Annual Report on Form 10-K for the year ended December
31, 2015.*
.hhh
Severance Agreement entered into with Robert Mack, incorporated by reference to Exhibit 10.aa to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2016.*
79
.iii
.jjj
21
23
24
Offer Letter Agreement dated April 29, 2021 between Michael T. Speetzen and the Company, incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 4, 2021.*
Offer Letter Agreement dated April 29, 2021 between Robert P. Mack and the Company, incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 4, 2021.*
Subsidiaries of Registrant.
Consent of Ernst & Young LLP.
Power of Attorney.
31.a
Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a).
31.b
Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a).
32.a
32.b
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.
97
Polaris Inc. Compensation Clawback Policy, effective October 2, 2023.
101 The following financial information from Polaris Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2023, filed with the SEC on February 16, 2024, formatted in Inline eXtensible Business
Reporting Language (iXBRL): (i) the Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii)
the Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 (iii) the
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and
2021, (iv) the Consolidated Statements of Equity for the years ended December 31, 2023, 2022 and 2021,
(v) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and
(vi) Notes to Consolidated Financial Statements.
104
The cover page from the Annual Report on Form 10-K of the Company for the year ended December 31,
2023 formatted in iXBRL.
* Management contract or compensatory plan.
80
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis,
State of Minnesota on February 16, 2024.
SIGNATURES
POLARIS INC.
By:
/S/ MICHAEL T. SPEETZEN
Michael T. Speetzen
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the dates indicated.
Signature
Title
Date
/S/ MICHAEL T. SPEETZEN
Michael T. Speetzen
/S/ ROBERT P. MACK
Robert P. Mack
*
George W. Bilicic
*
Kevin M. Farr
*
Gary E. Hendrickson
*
Gwenne A. Henricks
*
Darryl R. Jackson
*
Bernd F. Kessler
*
Lawrence D. Kingsley
*
Gwynne E. Shotwell
*
John P. Wiehoff
*By:
/S/ MICHAEL T. SPEETZEN
(Michael T. Speetzen Attorney-in-Fact)
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
Chair of the Board
February 16, 2024
February 16, 2024
* Michael T. Speetzen, 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 Inc. on behalf of each of such officers and directors in the capacities in which the names
of each appear above.
81
I, Michael T. Speetzen, certify that:
1.
I have reviewed this annual report on Form 10-K of Polaris Inc.;
EXHIBIT 31.a
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.
Date: February 16, 2024
/S/ MICHAEL T. SPEETZEN
Michael T. Speetzen
Chief Executive Officer
82
I, Robert P. Mack, certify that:
1.
I have reviewed this annual report on Form 10-K of Polaris Inc.;
EXHIBIT 31.b
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.
Date: February 16, 2024
/S/ ROBERT P. MACK
Robert P. Mack
Chief Financial Officer
83
POLARIS INC.
STATEMENT PURSUANT TO 18 U.S.C. §1350
EXHIBIT 32.a
I, Michael T. Speetzen, Chief Executive Officer of Polaris Inc., a Delaware corporation (the “Company”), hereby certify as
follows:
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, 2023 (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.
Date: February 16, 2024
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by
Section 906, has been provided to Polaris Inc. and will be retained by Polaris Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.
/S/ MICHAEL T. SPEETZEN
Michael T. Speetzen
Chief Executive Officer
84
POLARIS INC.
STATEMENT PURSUANT TO 18 U.S.C. §1350
EXHIBIT 32.b
I, Robert P. Mack, Chief Financial Officer of Polaris Inc., a Delaware corporation (the “Company”), hereby certify as
follows:
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, 2023 (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.
Date: February 16, 2024
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by
Section 906, has been provided to Polaris Inc. and will be retained by Polaris Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.
/S/ ROBERT P. MACK
Robert P. Mack
Chief Financial Officer
85
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STOCK EXCHANGE
Shares of common stock of Polaris Inc. trade on the New York
Stock Exchange under the symbol PII.
INVESTOR RELATIONS
Security analysts and investment professionals should direct
their business-related inquiries to:
INDEPENDENT AUDITORS
Ernst & Young LLP, Minneapolis, MN
TRANSFER AGENT AND REGISTRAR
Communications concerning transfer requirements,
address changes, dividends and lost certificates, as well as
requests for Dividend Reinvestment Plan enrollment
information, should be addressed to:
EQ Shareowner Services
1110 Centre Point Curve, Suite 101
Mendota Heights, MN 55120
1-800-468-9716
www.shareowneronline.com
ANNUAL SHAREHOLDERS’ MEETING
The virtual only meeting will be held at 9 a.m. Central Time,
April 25, 2024. The proxy statement will be available on or
about March 13, 2024. The shareholder-of-record date is
March 4, 2024
SUMMARY OF TRADING
For the Years Ended December 31
Quarter
2023
2022
First
Second
Third
Fourth
High
$121.57
122.49
138.49
104.32
Low
$99.45
100.92
100.72
82.00
High
$127.37
112.35
123.87
116.96
Low
$102.34
94.24
95.21
91.86
CASH DIVIDENDS DECLARED
Cash dividends are declared quarterly and have been paid since
1995. On February 1, 2024, the quarterly dividend was increased
2% percent to $0.66 per share.
Quarter
First
Second
Third
Fourth
Total
2023
$0.65
0.65
0.65
0.65
$2.60
2022
$0.64
0.64
0.64
0.64
$2.56
STOCK-SPLIT HISTORY
August 1993
October 1995
March 2004
September 2011
2 for 1
3 for 2
2 for 1
2 for 1
DIVIDEND REINVESTMENT PLAN
Shareholders may automatically reinvest their dividends
in additional Polaris common stock through the Dividend
Reinvestment Plan, which also provides for purchase of
common stock with voluntary cash contributions.
For additional information, please contact EQ Shareowner
Services at 1-800-468-9716 or visit the website at
www.shareowneronline.com.
J.C. Weigelt
Vice President of Investor Relations
Polaris Inc.
2100 Highway 55, Medina, MN 55340-9770
763-542-0525
jc.weigelt@polaris.com
To view additional information on the Company, access
www.polaris.com
CORPORATE SOCIAL RESPONSIBILITY
For the most complete view of our Corporate Responsibility
and ESG efforts, you may view the Polaris Geared for Good ESG
Report on our corporate website at:
www.polaris.com/en-us/corporate-responsibility/
NON-GAAP RECONCILIATION OF RESULTS
(In Millions, Except Per Share Data: Unaudited)
Twelve months ended
December 31
Sales
Diluted EPS from continuing operations
attributable to Polaris Inc.
Distributions from other affiliates (1)
Acquisition-related costs (2)
Restructuring & realignment (3)
Intangible amortization (4)
Class action litigation expenses (5)
Adjusted EPS from continuing operations
attributable to Polaris Inc. (6)
Net Income from continuing operations
Provision for income taxes
Interest expense
Depreciation
Intangible amortization (4)
Distributions from other affiliates (1)
Acquisition-related costs (2)
Restructuring & realignment (3)
Class action litigation expenses (5)
$
$
$
$
2023
8,934.4
8.71
(0.02)
0.02
0.11
0.23
0.11
9.16
502.7
117.7
125.0
241.2
17.7
(1.4)
1.3
8.2
8.5
$
$
$
$
2022
8,589.0
10.04
(0.01)
—
0.08
0.24
0.05
10.40
603.4
158.0
71.7
214.0
18.8
(0.7)
—
6.2
4.5
Adjusted EBITDA
Adjusted EBITDA Margin
$
1,020.9
11.4%
$
1,075.9
12.5%
Adjustments:
(1) Represents distributions received related to an impaired investment
held by the Company
(2) Represents adjustments for integration and acquisition-related
expenses
(3) Represents adjustments for corporate restructuring, network
realignment costs, and supply chain transformation costs
(4) Represents amortization expense for acquisition-related intangible
assets
(5) Represents adjustments for certain class action litigation-related
expenses
(6) The Company used its estimated statutory tax rate of 23.8% for the
non-GAAP adjustments in 2023 and 2022, except for non-deductible
items
Polaris Inc.
2100 Highway 55
Medina, MN 55340
763-542-0500
www.polaris.com
© 2024 Polaris Inc. All rights reserved.
Printed in the USA on paper containing mixed
post-consumer fiber.