PII 10-K Annual Report Dec. 31, 2024 | Alphaminr
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PII 10-K Fiscal year ended Dec. 31, 2024

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POLARIS INC.
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. Organization and Significant Accounting PoliciesprintNote 2. Supplemental Balance Sheet InformationprintNote 3. Revenue RecognitionprintNote 4. Divestitures and Discontinued OperationsprintNote 5. Share-based CompensationprintNote 6. Employee Savings PlansprintNote 7. Financing AgreementsprintNote 8. Goodwill and Other Intangible AssetsprintNote 9. Income TaxesprintNote 10. Shareholders EquityprintNote 11. Financial Services ArrangementsprintNote 12. Investment in Other AffiliatesprintNote 13. LeasesprintNote 14. Commitments and ContingenciesprintNote 15. Derivative Instruments and Hedging ActivitiesprintNote 16. Segment ReportingprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibit and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

2.a 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 Companys Current Report on Form 8-K filed May 30, 2018. 3.a Certificate of Incorporation of Polaris Inc. effective April 28, 2023, incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed May 1, 2023. .b Bylaws of Polaris Inc., effective April 28, 2023, incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed May 1, 2023. .b 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 Companys Current Report on Form 8-K filed December 15, 2010. .c First Amendment to Master Note Purchase Agreement effective as of August 18, 2011, incorporated by reference to Exhibit 4.c to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. .d First Supplement to Master Note Purchase Agreement effective as of December 19, 2013, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed December 20, 2013. .e 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. .f 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 Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. .g Fourth Amendment to Master Note Purchase Agreement, effective as of May 26, 2020, incorporated by reference to Exhibit 10.02 to the Companys Current Report on Form 8-K filed May 29, 2020. .h Fifth Amendment to Master Note Purchase Agreement, effective January 15, 2021, incorporated by reference to Exhibit 10.02 to the Companys Current Report on Form 8-K filed January 19, 2021. .i 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 Companys Current Report on Form 8-K filed July 2, 2018. .j First Amendment to Master Note Purchase Agreement effective May 26, 2020, incorporated by reference to Exhibit 10.03 to the Companys Current Report on Form 8-K filed May 29, 2020. .k Second Amendment to Master Note Purchase Agreement, effective January 15, 2021, incorporated by reference to Exhibit 10.03 to the Companys Current Report on Form 8-K filed January 19, 2021. .l Third Amendment to Master Note Purchase Agreement, effective December 18, 2024. .m Description of Securities, incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. .n 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 Companys Current Report on Form 8-K filed November 16, 2023. .o 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 Companys Current Report on Form 8-K filed November 16, 2023. 10.a Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended and restated effective July 23, 2014, incorporated by reference to Exhibit 10.a to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.* .b Amendment to the Polaris Industries Inc. Supplemental Retirement/Savings Plan effective January 1, 2018 incorporated by reference to Exhibit 10.b to the Companys Annual Report on Form 10-K for the year ended December 31, 2017.* .c Polaris Inc. Deferred Compensation Plan for Directors, as amended and restated, effective October 24, 2019, incorporated by reference to Exhibit 10.c to the Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .d 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* .f 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 Companys Current Report on Form 8-K filed on May 3, 2011.* .g 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 Companys Current Report on Form 8-K filed on May 3, 2011.* .h 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 Companys Annual Report on Form 10-K for the year ended December 31, 2007.* .i Form of the Deferred Stock Unit Award Agreement for units of deferred stock granted to non-employee directors under the Companys Amended and Restated 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed May 3, 2016.* .j Form of Nonqualified Stock Option Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.gg to the Companys Annual Report on Form 10-K for the year ended December 31, 2014 .* .k Form of Performance Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.hh to the Companys Annual Report on Form 10-K for the year ended December 31, 2014.* .l 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 Companys 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 Companys Current Report on Form 8-K as filed July 13, 2015.* .n 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 Companys Current Report on Form 8-K as filed July 13, 2015.* .o 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 Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .p 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 Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .q 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 Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .r 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 Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .s 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 Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .t 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 Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .u 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .v 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .w 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .x 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .y 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .z 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .aa 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.* .bb 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.* .cc 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.* .dd 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.* .ee 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.* .ff 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 Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.* .gg 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .hh 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 Companys Annual Report on Form 10-K for the year ended December 31, 2014.* .ii 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 Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.* .jj Employment Offer Letter dated December 21, 2020 by and between the Company and Michael T. Speetzen, incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .kk Employment Offer Letter dated December 21, 2020 by and between the Company and Robert P. Mack, incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2020.* .ll 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 Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2021.* .nn Severance Agreement dated July 31, 2015 entered into with Michael T. Speetzen, incorporated by reference to Exhibit 10.ff to the Companys Annual Report on Form 10-K for the year ended December 31, 2015.* .oo Severance Agreement dated April 4, 2011 entered into with James P. Williams, incorporated by reference to Exhibit 10.ff to the Companys Annual Report on Form 10-K for the year ended December 31, 2019.* .pp 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 Companys Current Report on Form 8-K filed March 1, 2011. .qq Amended and Restated Manufacturers 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 Companys Current Report on Form 8-K filed March 1, 2011. .rr 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 Companys Annual Report on Form 10-K for the year ended December 31, 2015. .ss 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 Companys Annual Report on Form 10-K for the year ended December 31, 2015. .tt 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 Srl, 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 Companys Current Report on Form 8-K, filed November 10, 2016. .uu Fourth Amended and Restated Credit Agreement, dated July 2, 2018 by and among Polaris Industries Inc., Polaris Sales Europe Srl, 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 Companys Current Report on Form 8-K filed July 2, 2018. .vv Incremental Amendment to Fourth Amended and Restated Credit Agreement dated as of April 9, 2020, incorporated by reference to Exhibit 10.01 to the Companys Current Report on Form 8-K filed April 13, 2020. .ww 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 Companys Current Report on Form 8-K filed May 29, 2020. .xx 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 Companys Current Report on Form 8-K filed January 19, 2021. .yy 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 Companys Current Report on Form 8-K filed June 30, 2021. .zz 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 Companys Current Report on Form 8-K filed December 21, 2021. .aaa 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 Companys Current Report on Form 8-K filed December 20, 2022. .bbb 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 Companys Current Report on Form 8-K filed November 7, 2023. .ccc Amendment No. 7 dated as of July 26, 2024 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 Companys Current Report on Form 8-K filed July 26, 2024. .ddd Amendment No. 8 dated as of December 13, 2024 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. .eee 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 Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.* .fff Severance Agreement dated February 6, 2012 entered into with Stephen L. Eastman, incorporated by reference to Exhibit 10.dd to the Companys Annual Report on Form 10-K for the year ended December 31, 2015.* .ggg Severance Agreement entered into with Robert Mack, incorporated by reference to Exhibit 10.aa to the Companys Annual Report on Form 10-K for the year ended December 31, 2016.* .hhh Offer Letter Agreement dated April 29, 2021 between Michael T. Speetzen and the Company, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed May 4, 2021.* .iii Offer Letter Agreement dated April 29, 2021 between Robert P. Mack and the Company, incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed May 4, 2021.* .jjj Polaris Inc. 2024 Omnibus Incentive Plan, incorporated by reference to Appendix B to the Registrants Proxy Statement for the 2024 Annual Meeting of Stockholders filed on March 13, 2024.* 19.1 Polaris Inc. Insider Trading Policy, effective July 1, 2024. 21 Subsidiaries of Registrant. 23 Consent of Ernst & Young LLP. 24 Power of Attorney. 31.a Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a). 31.b Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a). 32.a Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.b Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Polaris Inc. Compensation Clawback Policy, effective October 2, 2023, incorporated by reference to Exhibit 97 on Form 10-K for the year ended December 31, 2023.