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|
|
|
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, 2013
|
||
|
Commission file number 001-11411
|
|
Minnesota
|
|
41-1790959
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2100 Highway 55, Medina MN
|
|
55340
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
(763) 542-0500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title of Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 par value
|
|
New York Stock Exchange
|
|
Securities registered pursuant to Section 12(g) of the Act:
None
|
|
|
|
|
DOCUMENTS INCORPORATED BY REFERENCE:
|
|
POLARIS INDUSTRIES INC.
2013 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
|
||
|
|
Page
|
|
PART I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
PART II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
PART III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
PART IV
|
|
Item 15.
|
||
|
|
ORVs
|
|
Snowmobiles
|
|
Motorcycles
|
|
Small Vehicles
|
|
PG&A
|
2013
|
67%
|
|
8%
|
|
6%
|
|
3%
|
|
16%
|
2012
|
69%
|
|
9%
|
|
6%
|
|
2%
|
|
14%
|
2011
|
69%
|
|
11%
|
|
5%
|
|
—%
|
|
15%
|
Name
|
|
Age
|
|
Title
|
Scott W. Wine
|
|
46
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
Bennett J. Morgan
|
|
50
|
|
President and Chief Operating Officer
|
Michael W. Malone
|
|
55
|
|
Vice President—Finance and Chief Financial Officer
|
Todd-Michael Balan
|
|
44
|
|
Vice President—Corporate Development
|
Stacy L. Bogart
|
|
50
|
|
Vice President—General Counsel, Compliance Officer and Secretary
|
Michael D. Dougherty
|
|
46
|
|
Vice President—Asia Pacific and Latin America
|
Stephen L. Eastman
|
|
49
|
|
Vice President—Parts, Garments and Accessories
|
Matthew J. Homan
|
|
42
|
|
Vice President—Europe, Middle East, Africa and Small Vehicles
|
Michael P. Jonikas
|
|
53
|
|
Vice President—Snowmobiles and Slingshot
|
Suresh Krishna
|
|
45
|
|
Vice President—Global Operations and Integration
|
David C. Longren
|
|
55
|
|
Vice President—Off-Road Vehicles and Off-Road Vehicles Engineering
|
James P. Williams
|
|
51
|
|
Vice President—Human Resources
|
•
|
diversion of management’s attention;
|
•
|
difficulties in integrating and assimilating the operations and products of an acquired business or in realizing projected efficiencies, cost savings, and synergies;
|
•
|
potential loss of key employees or customers of the acquired businesses or adverse effects on existing business relationships with suppliers and customers;
|
•
|
adverse impact on overall profitability if acquired businesses or affiliates do not achieve the financial results projected in our valuation models;
|
•
|
reallocation of amounts of capital from other operating initiatives and/or an increase in our leverage and debt service requirements to pay the acquisition purchase prices, which could in turn restrict our ability to access additional capital when needed or to pursue other important elements of our business strategy;
|
•
|
inaccurate assessment of undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition, and an inability to recover or manage such liabilities and costs;
|
•
|
incorrect estimates made in the accounting for acquisitions, incurrence of non-recurring charges and impairment of significant amounts of goodwill, investments or other related assets that could adversely affect our operating results;
|
•
|
dilution to existing shareholders if our securities are issued as part of transaction consideration or to fund transaction consideration; and
|
•
|
inability to direct the management and policies of a joint venture, alliance, or partnership, where other participants may be able to take action contrary to our instructions or requests and against our policies and objectives.
|
•
|
increased costs of customizing products for foreign countries;
|
•
|
difficulties in managing and staffing international operations and increases in infrastructure costs including legal, tax, accounting, and information technology;
|
•
|
the imposition of additional United States and foreign governmental controls or regulations;
|
•
|
new or enhanced trade restrictions and restrictions on the activities of foreign agents, representatives, and distributors; and the imposition of increases in costly and lengthy import and export licensing and other compliance requirements, customs duties and tariffs, license obligations, and other non-tariff barriers to trade;
|
•
|
the imposition of United States and/or international sanctions against a country, company, person, or entity with whom we do business that would restrict or prohibit our continued business with the sanctioned country, company, person, or entity;
|
•
|
international pricing pressures;
|
•
|
laws and business practices favoring local companies;
|
•
|
adverse currency exchange rate fluctuations;
|
•
|
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
difficulties in enforcing or defending intellectual property rights; and
|
•
|
multiple, changing, and often inconsistent enforcement of laws, rules, and regulations, including rules relating to environmental, health, and safety matters.
|
Location
|
|
Facility Type/Use
|
|
Owned or Leased
|
|
Square
Footage |
Medina, Minnesota
|
|
Headquarters
|
|
Owned
|
|
130,000
|
Roseau, Minnesota
|
|
Wholegoods manufacturing and R&D
|
|
Owned
|
|
733,200
|
Monterrey, Mexico
|
|
Wholegoods manufacturing
|
|
Owned
|
|
425,000
|
Milford, Iowa
|
|
Wholegoods manufacturing
|
|
Primarily owned
|
|
460,400
|
Spirit Lake, Iowa
|
|
Wholegoods manufacturing
|
|
Owned
|
|
298,400
|
Osceola, Wisconsin
|
|
Component parts & engine manufacturing
|
|
Owned
|
|
285,800
|
Chanas, France
|
|
Wholegoods manufacturing
|
|
Owned
|
|
196,000
|
Bourran, France
|
|
Wholegoods manufacturing and R&D
|
|
Leased
|
|
100,000
|
Aix-les-Bains, France
|
|
Wholegoods manufacturing and R&D
|
|
Owned
|
|
97,800
|
Wyoming, Minnesota
|
|
Research and development facility
|
|
Owned
|
|
272,000
|
Burgdorf, Switzerland
|
|
Research and development facility
|
|
Leased
|
|
13,600
|
Wilmington, Ohio
|
|
Distribution center
|
|
Leased
|
|
429,000
|
Vermillion, South Dakota
|
|
Distribution center
|
|
Primarily owned
|
|
418,000
|
Rigby, Idaho
|
|
Distribution center and office facility
|
|
Owned
|
|
54,600
|
St. Paul, Minnesota
|
|
Wholegoods distribution
|
|
Leased
|
|
160,000
|
Irving, Texas
|
|
Wholegoods distribution
|
|
Leased
|
|
126,000
|
Milford, Iowa
|
|
Wholegoods distribution
|
|
Leased
|
|
100,000
|
Plymouth, Minnesota
|
|
Office facility (various locations)
|
|
Leased
|
|
55,000
|
Winnipeg, Canada
|
|
Office facility
|
|
Leased
|
|
15,000
|
Rolle, Switzerland
|
|
Office facility
|
|
Leased
|
|
8,000
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Polaris Industries Inc.
|
$
|
100.00
|
|
|
$
|
159.88
|
|
|
$
|
293.84
|
|
|
$
|
429.16
|
|
|
$
|
657.87
|
|
|
$
|
1,157.11
|
|
S&P Midcap 400 Index
|
100.00
|
|
|
137.38
|
|
|
173.98
|
|
|
170.96
|
|
|
201.53
|
|
|
269.04
|
|
||||||
Recreational Vehicles Industry Group Index—Morningstar Group
|
100.00
|
|
|
165.03
|
|
|
230.57
|
|
|
261.08
|
|
|
360.83
|
|
|
559.47
|
|
Issuer Purchases of Equity Securities
|
|||||||||||
Period
|
Total Number of
Shares Purchased |
|
Average Price Paid
per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Program(2)
|
||||
October 1–31, 2013
|
1,000
|
|
|
$
|
132.55
|
|
|
1,000
|
|
|
1,607,000
|
November 1–30, 2013 (1)
|
3,960,000
|
|
|
125.62
|
|
|
—
|
|
|
1,607,000
|
|
December 1–31, 2013
|
3,000
|
|
|
145.64
|
|
|
3,000
|
|
|
1,604,000
|
|
Total
|
3,964,000
|
|
|
$
|
125.64
|
|
|
4,000
|
|
|
1,604,000
|
(1)
|
In November 2013, the Board of Directors approved a special repurchase of the 3.96 million shares held by Fuji. We executed the repurchase on November 12, 2013 for a cumulative purchase price of $497.5 million. This special repurchase is outside of the Board of Directors previously authorized share repurchase program.
|
(2)
|
The Board of Directors previously authorized a share repurchase program to repurchase up to an aggregate of 75.0 million shares of the Company’s common stock (the “Program”). Of that total,
73.4 million
shares have been repurchased cumulatively from 1996 through
December 31, 2013
. This Program does not have an expiration date.
|
|
For the Years Ended December 31,
|
|||||||||||||||||
(Dollars in millions, except per-share data)
|
2013
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
||||||||||||
Sales Data:
|
|
|
|
|
|
|
||||||||||||
Total sales
|
$
|
3,777.1
|
|
$
|
3,209.8
|
|
$
|
2,656.9
|
|
$
|
1,991.1
|
|
$
|
1,565.9
|
|
$
|
1,948.3
|
|
Percent change from prior year
|
18
|
%
|
21
|
%
|
33
|
%
|
27
|
%
|
-20
|
%
|
9
|
%
|
||||||
Sales mix by product:
|
|
|
|
|
|
|
||||||||||||
Off-Road Vehicles
|
67
|
%
|
69
|
%
|
69
|
%
|
69
|
%
|
65
|
%
|
67
|
%
|
||||||
Snowmobiles
|
8
|
%
|
9
|
%
|
11
|
%
|
10
|
%
|
12
|
%
|
10
|
%
|
||||||
Motorcycles
|
6
|
%
|
6
|
%
|
5
|
%
|
4
|
%
|
3
|
%
|
5
|
%
|
||||||
Small Vehicles
|
3
|
%
|
2
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||||
Parts, Garments and Accessories
|
16
|
%
|
14
|
%
|
15
|
%
|
17
|
%
|
20
|
%
|
18
|
%
|
||||||
Gross Profit Data:
|
|
|
|
|
|
|
||||||||||||
Total gross profit
|
$
|
1,120.9
|
|
$
|
925.3
|
|
$
|
740.6
|
|
$
|
530.2
|
|
$
|
393.2
|
|
$
|
445.7
|
|
Percent of sales
|
29.7
|
%
|
28.8
|
%
|
27.9
|
%
|
26.6
|
%
|
25.1
|
%
|
22.9
|
%
|
||||||
Operating Expense Data:
|
|
|
|
|
|
|
||||||||||||
Total operating expenses
|
$
|
588.9
|
|
$
|
480.8
|
|
$
|
414.7
|
|
$
|
326.3
|
|
$
|
245.3
|
|
$
|
284.1
|
|
Percent of sales
|
15.6
|
%
|
15.0
|
%
|
15.6
|
%
|
16.4
|
%
|
15.7
|
%
|
14.6
|
%
|
||||||
Operating Income Data:
|
|
|
|
|
|
|
||||||||||||
Total operating income
|
$
|
577.9
|
|
$
|
478.4
|
|
$
|
349.9
|
|
$
|
220.7
|
|
$
|
165.0
|
|
$
|
182.8
|
|
Percent of sales
|
15.3
|
%
|
14.9
|
%
|
13.2
|
%
|
11.1
|
%
|
10.5
|
%
|
9.4
|
%
|
||||||
Net Income Data:
|
|
|
|
|
|
|
||||||||||||
Net income from continuing operations
|
$
|
381.1
|
|
$
|
312.3
|
|
$
|
227.6
|
|
$
|
147.1
|
|
$
|
101.0
|
|
$
|
117.4
|
|
Percent of sales
|
10.1
|
%
|
9.7
|
%
|
8.6
|
%
|
7.4
|
%
|
6.5
|
%
|
6.0
|
%
|
||||||
Diluted net income per share from continuing operations
|
$
|
5.40
|
|
$
|
4.40
|
|
$
|
3.20
|
|
$
|
2.14
|
|
$
|
1.53
|
|
$
|
1.75
|
|
Net income
|
$
|
377.3
|
|
$
|
312.3
|
|
$
|
227.6
|
|
$
|
147.1
|
|
$
|
101.0
|
|
$
|
117.4
|
|
Diluted net income per share
|
$
|
5.35
|
|
$
|
4.40
|
|
$
|
3.20
|
|
$
|
2.14
|
|
$
|
1.53
|
|
$
|
1.75
|
|
Cash Flow Data:
|
|
|
|
|
|
|
||||||||||||
Cash flow provided by continuing operations
|
$
|
499.2
|
|
$
|
416.1
|
|
$
|
302.5
|
|
$
|
297.9
|
|
$
|
193.2
|
|
$
|
176.2
|
|
Purchase of property and equipment for continuing operations
|
251.4
|
|
103.1
|
|
84.5
|
|
55.7
|
|
43.9
|
|
76.6
|
|
||||||
Repurchase and retirement of common stock
|
530.0
|
|
127.5
|
|
132.4
|
|
27.5
|
|
4.6
|
|
107.2
|
|
||||||
Cash dividends to shareholders
|
113.7
|
|
101.5
|
|
61.6
|
|
53.0
|
|
50.2
|
|
49.6
|
|
||||||
Cash dividends per share
|
$
|
1.68
|
|
$
|
1.48
|
|
$
|
0.90
|
|
$
|
0.80
|
|
$
|
0.78
|
|
$
|
0.76
|
|
Balance Sheet Data (at end of year):
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
92.2
|
|
$
|
417.0
|
|
$
|
325.3
|
|
$
|
393.9
|
|
$
|
140.2
|
|
$
|
27.2
|
|
Current assets
|
865.7
|
|
1,017.8
|
|
875.0
|
|
808.1
|
|
491.5
|
|
443.6
|
|
||||||
Total assets
|
1,685.5
|
|
1,488.5
|
|
1,228.0
|
|
1,061.6
|
|
763.7
|
|
751.1
|
|
||||||
Current liabilities
|
748.1
|
|
631.0
|
|
586.3
|
|
584.2
|
|
343.1
|
|
404.8
|
|
||||||
Long-term debt and capital lease obligations
|
284.3
|
|
104.3
|
|
104.6
|
|
100.0
|
|
200.0
|
|
200.0
|
|
||||||
Shareholders’ equity
|
535.6
|
|
690.5
|
|
500.1
|
|
371.0
|
|
204.5
|
|
137.0
|
|
|
For the Years Ended December 31,
|
||||||||||||||
(Dollars in millions, except per-share data)
|
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
||||||||||
Sales Data:
|
|
|
|
|
|
||||||||||
Total sales
|
$
|
1,780.0
|
|
$
|
1,656.5
|
|
$
|
1,869.8
|
|
$
|
1,773.2
|
|
$
|
1,552.4
|
|
Percent change from prior year
|
7
|
%
|
-11
|
%
|
5
|
%
|
14
|
%
|
6
|
%
|
|||||
Sales mix by product:
|
|
|
|
|
|
||||||||||
Off-Road Vehicles
|
67
|
%
|
67
|
%
|
66
|
%
|
66
|
%
|
67
|
%
|
|||||
Snowmobiles
|
10
|
%
|
10
|
%
|
14
|
%
|
16
|
%
|
15
|
%
|
|||||
Motorcycles
|
6
|
%
|
7
|
%
|
5
|
%
|
4
|
%
|
4
|
%
|
|||||
Small Vehicles
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
|||||
Parts, Garments and Accessories
|
17
|
%
|
16
|
%
|
15
|
%
|
14
|
%
|
14
|
%
|
|||||
Gross Profit Data:
|
|
|
|
|
|
||||||||||
Total gross profit
|
$
|
393.0
|
|
$
|
359.4
|
|
$
|
411.0
|
|
$
|
416.6
|
|
$
|
356.0
|
|
Percent of sales
|
22.1
|
%
|
21.7
|
%
|
22.0
|
%
|
23.5
|
%
|
22.9
|
%
|
|||||
Operating Expense Data:
|
|
|
|
|
|
||||||||||
Total operating expenses
|
$
|
262.3
|
|
$
|
238.4
|
|
$
|
244.7
|
|
$
|
242.7
|
|
$
|
206.0
|
|
Percent of sales
|
14.7
|
%
|
14.4
|
%
|
13.1
|
%
|
13.7
|
%
|
13.3
|
%
|
|||||
Operating Income Data:
|
|
|
|
|
|
||||||||||
Total operating income
|
$
|
176.0
|
|
$
|
168.1
|
|
$
|
205.0
|
|
$
|
205.9
|
|
$
|
173.5
|
|
Percent of sales
|
9.9
|
%
|
10.1
|
%
|
11.0
|
%
|
11.6
|
%
|
11.2
|
%
|
|||||
Net Income Data:
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
$
|
112.6
|
|
$
|
112.8
|
|
$
|
137.7
|
|
$
|
132.3
|
|
$
|
115.2
|
|
Percent of sales
|
6.3
|
%
|
6.8
|
%
|
7.4
|
%
|
7.5
|
%
|
7.4
|
%
|
|||||
Diluted net income per share from continuing operations
|
$
|
1.55
|
|
$
|
1.36
|
|
$
|
1.57
|
|
$
|
1.49
|
|
$
|
1.29
|
|
Net income
|
$
|
111.7
|
|
$
|
107.0
|
|
$
|
136.7
|
|
$
|
99.9
|
|
$
|
106.3
|
|
Diluted net income per share
|
$
|
1.54
|
|
$
|
1.29
|
|
$
|
1.56
|
|
$
|
1.12
|
|
$
|
1.19
|
|
Cash Flow Data:
|
|
|
|
|
|
||||||||||
Cash flow provided by continuing operations
|
$
|
213.2
|
|
$
|
152.8
|
|
$
|
162.5
|
|
$
|
237.1
|
|
$
|
162.5
|
|
Purchase of property and equipment for continuing operations
|
63.7
|
|
52.6
|
|
89.8
|
|
88.8
|
|
59.2
|
|
|||||
Repurchase and retirement of common stock
|
103.1
|
|
307.6
|
|
132.3
|
|
66.8
|
|
73.1
|
|
|||||
Cash dividends to shareholders
|
47.7
|
|
50.2
|
|
47.0
|
|
38.9
|
|
26.7
|
|
|||||
Cash dividends per share
|
$
|
0.68
|
|
$
|
0.62
|
|
$
|
0.56
|
|
$
|
0.46
|
|
$
|
0.31
|
|
Balance Sheet Data (at end of year):
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
63.3
|
|
$
|
19.6
|
|
$
|
19.7
|
|
$
|
138.5
|
|
$
|
82.8
|
|
Current assets
|
447.6
|
|
393.0
|
|
374.0
|
|
465.7
|
|
387.7
|
|
|||||
Total assets
|
769.9
|
|
778.8
|
|
770.6
|
|
792.9
|
|
674.2
|
|
|||||
Current liabilities
|
388.2
|
|
361.4
|
|
375.6
|
|
405.2
|
|
330.5
|
|
|||||
Long-term debt and capital lease obligations
|
200.0
|
|
250.0
|
|
18.0
|
|
18.0
|
|
18.0
|
|
|||||
Shareholders’ equity
|
173.0
|
|
167.4
|
|
377.0
|
|
368.1
|
|
325.7
|
|
|
Percent change in total Company sales compared to the prior year
|
||||
|
2013
|
|
2012
|
||
Volume
|
12
|
%
|
|
18
|
%
|
Product mix and price
|
7
|
|
|
4
|
|
Currency
|
(1
|
)
|
|
(1
|
)
|
|
18
|
%
|
|
21
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2013
|
|
Percent
of Total Sales |
|
2012
|
|
Percent
of Total Sales |
|
Percent
Change 2013 vs. 2012 |
|
2011
|
|
Percent
of Total Sales |
|
Percent
Change 2012 vs. 2011 |
|||||||||||
Off-Road Vehicles
|
$
|
2,521.5
|
|
|
67
|
%
|
|
$
|
2,225.8
|
|
|
69
|
%
|
|
13
|
%
|
|
$
|
1,822.3
|
|
|
69
|
%
|
|
22
|
%
|
Snowmobiles
|
301.7
|
|
|
8
|
%
|
|
283.0
|
|
|
9
|
%
|
|
7
|
%
|
|
280.1
|
|
|
11
|
%
|
|
1
|
%
|
|||
Motorcycles
|
219.8
|
|
|
6
|
%
|
|
195.8
|
|
|
6
|
%
|
|
12
|
%
|
|
134.3
|
|
|
5
|
%
|
|
46
|
%
|
|||
Small Vehicles
|
122.8
|
|
|
3
|
%
|
|
44.4
|
|
|
2
|
%
|
|
177
|
%
|
|
12.0
|
|
|
—
|
%
|
|
268
|
%
|
|||
PG&A
|
611.3
|
|
|
16
|
%
|
|
460.8
|
|
|
14
|
%
|
|
33
|
%
|
|
408.2
|
|
|
15
|
%
|
|
13
|
%
|
|||
Total Sales
|
$
|
3,777.1
|
|
|
100
|
%
|
|
$
|
3,209.8
|
|
|
100
|
%
|
|
18
|
%
|
|
$
|
2,656.9
|
|
|
100
|
%
|
|
21
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2013
|
|
Percent of Total Sales
|
|
2012
|
|
Percent of Total Sales
|
|
Percent Change 2013 vs. 2012
|
|
2011
|
|
Percent of Total Sales
|
|
Percent Change 2012 vs. 2011
|
|||||||||||
United States
|
$
|
2,721.3
|
|
|
72
|
%
|
|
$
|
2,311.0
|
|
|
72
|
%
|
|
18
|
%
|
|
$
|
1,864.1
|
|
|
70
|
%
|
|
24
|
%
|
Canada
|
463.3
|
|
|
12
|
%
|
|
438.2
|
|
|
14
|
%
|
|
6
|
%
|
|
368.5
|
|
|
14
|
%
|
|
19
|
%
|
|||
Other foreign countries
|
592.5
|
|
|
16
|
%
|
|
460.6
|
|
|
14
|
%
|
|
29
|
%
|
|
424.3
|
|
|
16
|
%
|
|
9
|
%
|
|||
Total sales
|
$
|
3,777.1
|
|
|
100
|
%
|
|
$
|
3,209.8
|
|
|
100
|
%
|
|
18
|
%
|
|
$
|
2,656.9
|
|
|
100
|
%
|
|
21
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||
($ in millions)
|
2013
|
|
Percent of Total Cost of Sales
|
|
2012
|
|
Percent of Total Cost of Sales
|
|
Change 2013 vs. 2012
|
|
2011
|
|
Percent of
Total Cost of Sales |
|
Change
2012 vs. 2011 |
|||||||||||
Purchased materials and services
|
$
|
2,336.1
|
|
|
88
|
%
|
|
$
|
2,008.9
|
|
|
88
|
%
|
|
16
|
%
|
|
$
|
1,650.8
|
|
|
86
|
%
|
|
22
|
%
|
Labor and benefits
|
198.7
|
|
|
8
|
%
|
|
177.7
|
|
|
8
|
%
|
|
12
|
%
|
|
165.5
|
|
|
9
|
%
|
|
7
|
%
|
|||
Depreciation and amortization
|
64.5
|
|
|
2
|
%
|
|
51.8
|
|
|
2
|
%
|
|
25
|
%
|
|
53.9
|
|
|
3
|
%
|
|
(4
|
)%
|
|||
Warranty costs
|
56.9
|
|
|
2
|
%
|
|
46.1
|
|
|
2
|
%
|
|
23
|
%
|
|
46.2
|
|
|
2
|
%
|
|
—
|
%
|
|||
Total cost of sales
|
$
|
2,656.2
|
|
|
100
|
%
|
|
$
|
2,284.5
|
|
|
100
|
%
|
|
16
|
%
|
|
$
|
1,916.4
|
|
|
100
|
%
|
|
19
|
%
|
Percentage of sales
|
70.3
|
%
|
|
|
|
71.2
|
%
|
|
|
|
-90 basis
|
|
|
72.1
|
%
|
|
|
|
-90 basis
|
|
||||||
|
|
|
|
|
|
|
|
|
points
|
|
|
|
|
|
|
points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2013
|
|
2012
|
|
Change
2013 vs. 2012 |
|
2011
|
|
Change
2012 vs. 2011 |
||||||||
Gross profit dollars
|
$
|
1,120.9
|
|
|
$
|
925.3
|
|
|
21
|
%
|
|
$
|
740.6
|
|
|
25
|
%
|
Percentage of sales
|
29.7
|
%
|
|
28.8
|
%
|
|
+90 basis points
|
|
|
27.9
|
%
|
|
+90 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2013
|
|
2012
|
|
Change
2013 vs. 2012 |
|
2011
|
|
Change
2012 vs. 2011 |
||||||||
Selling and marketing
|
$
|
270.3
|
|
|
$
|
210.4
|
|
|
28
|
%
|
|
$
|
178.7
|
|
|
18
|
%
|
Research and development
|
139.2
|
|
|
127.3
|
|
|
9
|
%
|
|
105.6
|
|
|
21
|
%
|
|||
General and administrative
|
179.4
|
|
|
143.1
|
|
|
25
|
%
|
|
130.4
|
|
|
10
|
%
|
|||
Total operating expenses
|
$
|
588.9
|
|
|
$
|
480.8
|
|
|
22
|
%
|
|
$
|
414.7
|
|
|
16
|
%
|
Percentage of sales
|
15.6
|
%
|
|
15.0
|
%
|
|
+60 basis points
|
|
|
15.6
|
%
|
|
-60 basis points
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions)
|
2013
|
|
2012
|
|
Change
2013 vs. 2012 |
|
2011
|
|
Change
2012 vs. 2011 |
||||||||
Equity in earnings of Polaris Acceptance
|
$
|
5.0
|
|
|
$
|
3.9
|
|
|
28
|
%
|
|
$
|
4.4
|
|
|
(12
|
)%
|
Income from Securitization Facility
|
15.2
|
|
|
11.8
|
|
|
28
|
%
|
|
7.7
|
|
|
54
|
%
|
|||
Income from Capital One, Sheffield and GE Bank retail credit agreements
|
22.5
|
|
|
15.3
|
|
|
47
|
%
|
|
9.1
|
|
|
69
|
%
|
|||
Income from other financial services activities
|
3.2
|
|
|
2.9
|
|
|
14
|
%
|
|
2.9
|
|
|
(1
|
)%
|
|||
Total income from financial services
|
$
|
45.9
|
|
|
$
|
33.9
|
|
|
35
|
%
|
|
$
|
24.1
|
|
|
41
|
%
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions, except per share data)
|
2013
|
|
2012
|
|
Change
2013 vs. 2012 |
|
2011
|
|
Change
2012 vs. 2011 |
||||||||
Net income from continuing operations
|
$
|
381.1
|
|
|
$
|
312.3
|
|
|
22
|
%
|
|
$
|
227.6
|
|
|
37
|
%
|
Diluted net income per share
|
$
|
5.40
|
|
|
$
|
4.40
|
|
|
23
|
%
|
|
$
|
3.20
|
|
|
38
|
%
|
|
For the Years Ended December 31,
|
||||||||||||||||
($ in millions, except per share data)
|
2013
|
|
2012
|
|
Change
2013 vs. 2012 |
|
2011
|
|
Change
2012 vs. 2011 |
||||||||
Net income
|
$
|
377.3
|
|
|
$
|
312.3
|
|
|
21
|
%
|
|
$
|
227.6
|
|
|
37
|
%
|
Diluted net income per share
|
$
|
5.35
|
|
|
$
|
4.40
|
|
|
22
|
%
|
|
$
|
3.20
|
|
|
38
|
%
|
($ in millions)
|
For the Years Ended December 31,
|
||||||||||
2013
|
|
2012
|
|
Change
|
|||||||
Total cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
492.2
|
|
|
$
|
416.1
|
|
|
$
|
76.1
|
|
Investing activities
|
(406.7
|
)
|
|
(163.0
|
)
|
|
(243.7
|
)
|
|||
Financing activities
|
(409.0
|
)
|
|
(162.5
|
)
|
|
(246.5
|
)
|
|||
Impact of currency exchange rates on cash balances
|
(1.3
|
)
|
|
1.1
|
|
|
(2.4
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(324.8
|
)
|
|
$
|
91.7
|
|
|
$
|
(416.5
|
)
|
(In millions):
|
Total
|
|
<1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
>5 Years
|
||||||||||
Senior notes
|
$
|
200.0
|
|
|
—
|
|
|
—
|
|
|
$
|
25.0
|
|
|
$
|
175.0
|
|
||
Borrowings under our credit facility
|
80.5
|
|
|
—
|
|
|
—
|
|
|
80.5
|
|
|
—
|
|
|||||
Interest expense
|
55.3
|
|
|
$
|
8.5
|
|
|
$
|
17.0
|
|
|
15.5
|
|
|
14.3
|
|
|||
Capital leases
|
42.1
|
|
|
4.3
|
|
|
7.3
|
|
|
5.4
|
|
|
25.1
|
|
|||||
Operating leases
|
17.7
|
|
|
6.4
|
|
|
7.2
|
|
|
2.4
|
|
|
1.7
|
|
|||||
Total
|
$
|
395.6
|
|
|
$
|
19.2
|
|
|
$
|
31.5
|
|
|
$
|
128.8
|
|
|
$
|
216.1
|
|
Foreign Currency
|
|
|
Foreign currency hedging contracts
|
|
Currency impact compared to the prior year period
|
||||||
Currency Position
|
|
Notional amounts (in thousands of US Dollars)
|
|
Average exchange rate of open contracts
|
|
2013
|
|
2014
|
|||
Australian Dollar
|
Long
|
|
—
|
|
|
None
|
|
Negative
|
|
Negative
|
|
Canadian Dollar (CAD)
|
Long
|
|
$
|
39,744
|
|
|
$0.96 to 1 CAD
|
|
Negative
|
|
Negative
|
Euro
|
Long
|
|
—
|
|
|
None
|
|
Neutral
|
|
Neutral
|
|
Japanese Yen
|
Short
|
|
17,864
|
|
|
97.28 Yen to $1
|
|
Positive
|
|
Positive
|
|
Mexican Peso
|
Short
|
|
28,422
|
|
|
13.33 Peso to $1
|
|
Slightly positive
|
|
Neutral
|
|
Norwegian Kroner
|
Long
|
|
1,885
|
|
|
$0.17 to 1 Krone
|
|
Slightly negative
|
|
Slightly negative
|
|
Swedish Krona
|
Long
|
|
15,623
|
|
|
$0.15 to 1 Krona
|
|
Positive
|
|
Slightly negative
|
|
Page
|
|
/
S
/ S
COTT
W. W
INE
|
|
Scott W. Wine
|
Chairman and Chief Executive Officer
|
|
/
S
/ M
ICHAEL
W. M
ALONE
|
|
Michael W. Malone
|
Vice President—Finance and
|
Chief Financial Officer
|
POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
|
|||||||
Assets
|
December 31, 2013
|
|
December 31, 2012
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,248
|
|
|
$
|
417,015
|
|
Trade receivables, net
|
186,213
|
|
|
119,769
|
|
||
Inventories, net
|
417,948
|
|
|
344,996
|
|
||
Prepaid expenses and other
|
63,716
|
|
|
34,039
|
|
||
Income taxes receivable
|
12,217
|
|
|
15,730
|
|
||
Deferred tax assets
|
93,356
|
|
|
86,292
|
|
||
Total current assets
|
865,698
|
|
|
1,017,841
|
|
||
Property and equipment:
|
|
|
|
||||
Land, buildings and improvements
|
228,916
|
|
|
133,688
|
|
||
Equipment and tooling
|
701,101
|
|
|
557,880
|
|
||
|
930,017
|
|
|
691,568
|
|
||
Less: accumulated depreciation
|
(474,850
|
)
|
|
(438,199
|
)
|
||
Property and equipment, net
|
455,167
|
|
|
253,369
|
|
||
Investment in finance affiliate
|
69,217
|
|
|
56,988
|
|
||
Investment in other affiliates
|
15,956
|
|
|
12,817
|
|
||
Deferred tax assets
|
18,616
|
|
|
24,424
|
|
||
Goodwill and other intangible assets, net
|
229,708
|
|
|
107,216
|
|
||
Other long-term assets
|
31,126
|
|
|
15,872
|
|
||
Total assets
|
$
|
1,685,488
|
|
|
$
|
1,488,527
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of capital lease obligations
|
$
|
3,281
|
|
|
$
|
2,887
|
|
Accounts payable
|
238,044
|
|
|
169,036
|
|
||
Accrued expenses:
|
|
|
|
||||
Compensation
|
143,504
|
|
|
139,140
|
|
||
Warranties
|
52,818
|
|
|
47,723
|
|
||
Sales promotions and incentives
|
123,089
|
|
|
107,008
|
|
||
Dealer holdback
|
100,600
|
|
|
86,733
|
|
||
Other
|
77,480
|
|
|
68,529
|
|
||
Income taxes payable
|
9,254
|
|
|
4,973
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
5,000
|
|
||
Total current liabilities
|
748,070
|
|
|
631,029
|
|
||
Long-term income taxes payable
|
14,292
|
|
|
7,063
|
|
||
Capital lease obligations
|
3,842
|
|
|
4,292
|
|
||
Long-term debt
|
280,500
|
|
|
100,000
|
|
||
Deferred tax liabilities
|
25,028
|
|
|
2,035
|
|
||
Other long-term liabilities
|
69,730
|
|
|
53,578
|
|
||
Total liabilities
|
$
|
1,141,462
|
|
|
$
|
797,997
|
|
Deferred compensation
|
$
|
8,421
|
|
|
—
|
|
|
Shareholders’ equity:
|
|
|
|
||||
Preferred stock $0.01 par value, 20,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock $0.01 par value, 160,000 shares authorized, 65,623 and 68,647 shares issued and outstanding, respectively
|
$
|
656
|
|
|
$
|
686
|
|
Additional paid-in capital
|
360,616
|
|
|
268,515
|
|
||
Retained earnings
|
155,572
|
|
|
409,091
|
|
||
Accumulated other comprehensive income, net
|
18,761
|
|
|
12,238
|
|
||
Total shareholders’ equity
|
535,605
|
|
|
690,530
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,685,488
|
|
|
$
|
1,488,527
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
$
|
3,777,068
|
|
|
$
|
3,209,782
|
|
|
$
|
2,656,949
|
|
Cost of sales
|
2,656,189
|
|
|
2,284,485
|
|
|
1,916,366
|
|
|||
Gross profit
|
1,120,879
|
|
|
925,297
|
|
|
740,583
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and marketing
|
270,266
|
|
|
210,367
|
|
|
178,725
|
|
|||
Research and development
|
139,193
|
|
|
127,361
|
|
|
105,631
|
|
|||
General and administrative
|
179,407
|
|
|
143,064
|
|
|
130,395
|
|
|||
Total operating expenses
|
588,866
|
|
|
480,792
|
|
|
414,751
|
|
|||
Income from financial services
|
45,901
|
|
|
33,920
|
|
|
24,092
|
|
|||
Operating income
|
577,914
|
|
|
478,425
|
|
|
349,924
|
|
|||
Non-operating expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
6,210
|
|
|
5,932
|
|
|
3,987
|
|
|||
Equity in loss of other affiliates
|
2,414
|
|
|
179
|
|
|
—
|
|
|||
Other (income), net
|
(5,139
|
)
|
|
(7,529
|
)
|
|
(689
|
)
|
|||
Income before income taxes
|
574,429
|
|
|
479,843
|
|
|
346,626
|
|
|||
Provision for income taxes
|
193,360
|
|
|
167,533
|
|
|
119,051
|
|
|||
Net income from continuing operations
|
381,069
|
|
|
312,310
|
|
|
227,575
|
|
|||
Loss from discontinued operations, net of tax
|
(3,777
|
)
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
377,292
|
|
|
$
|
312,310
|
|
|
$
|
227,575
|
|
Basic net income per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.56
|
|
|
$
|
4.54
|
|
|
$
|
3.31
|
|
Loss from discontinued operations
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|||
Basic net income per share
|
$
|
5.51
|
|
|
$
|
4.54
|
|
|
$
|
3.31
|
|
Diluted net income per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.40
|
|
|
$
|
4.40
|
|
|
$
|
3.20
|
|
Loss from discontinued operations
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net income per share
|
$
|
5.35
|
|
|
$
|
4.40
|
|
|
$
|
3.20
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
68,535
|
|
|
68,849
|
|
|
68,792
|
|
|||
Diluted
|
70,546
|
|
|
71,005
|
|
|
71,057
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
377,292
|
|
|
$
|
312,310
|
|
|
$
|
227,575
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax benefit (expense) of $1,841, ($182) and $6,782
|
4,913
|
|
|
4,124
|
|
|
2,554
|
|
|||
Unrealized gain (loss) on derivative instruments, net of tax (expense) benefit of ($950), $2,325 and ($2,125)
|
1,610
|
|
|
(3,909
|
)
|
|
3,571
|
|
|||
Comprehensive income
|
$
|
383,815
|
|
|
$
|
312,525
|
|
|
$
|
233,700
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share data)
|
||||||||||||||||||||||
|
Number
of Shares |
|
Common
Stock |
|
Additional
Paid- In Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Income |
|
Total
|
|||||||||||
Balance, December 31, 2010
|
68,468
|
|
|
$
|
685
|
|
|
$
|
79,239
|
|
|
$
|
285,169
|
|
|
$
|
5,898
|
|
|
$
|
370,991
|
|
Employee stock compensation
|
290
|
|
|
3
|
|
|
20,545
|
|
|
—
|
|
|
—
|
|
|
20,548
|
|
|||||
Proceeds from stock issuances under employee plans
|
2,280
|
|
|
22
|
|
|
45,632
|
|
|
—
|
|
|
—
|
|
|
45,654
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
23,120
|
|
|
—
|
|
|
—
|
|
|
23,120
|
|
|||||
Cash dividends declared ($0.90 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,585
|
)
|
|
—
|
|
|
(61,585
|
)
|
|||||
Repurchase and retirement of common shares
|
(2,608
|
)
|
|
(26
|
)
|
|
(3,018
|
)
|
|
(129,328
|
)
|
|
—
|
|
|
(132,372
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
227,575
|
|
|
—
|
|
|
227,575
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,125
|
|
|
6,125
|
|
|||||
Balance, December 31, 2011
|
68,430
|
|
|
684
|
|
|
165,518
|
|
|
321,831
|
|
|
12,023
|
|
|
500,056
|
|
|||||
Employee stock compensation
|
174
|
|
|
2
|
|
|
35,418
|
|
|
—
|
|
|
—
|
|
|
35,420
|
|
|||||
Proceeds from stock issuances under employee plans
|
1,692
|
|
|
17
|
|
|
41,679
|
|
|
—
|
|
|
—
|
|
|
41,696
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
29,892
|
|
|
—
|
|
|
—
|
|
|
29,892
|
|
|||||
Cash dividends declared ($1.48 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,534
|
)
|
|
—
|
|
|
(101,534
|
)
|
|||||
Repurchase and retirement of common shares
|
(1,649
|
)
|
|
(17
|
)
|
|
(3,992
|
)
|
|
(123,516
|
)
|
|
—
|
|
|
(127,525
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
312,310
|
|
|
—
|
|
|
312,310
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
215
|
|
|||||
Balance, December 31, 2012
|
68,647
|
|
|
686
|
|
|
268,515
|
|
|
409,091
|
|
|
12,238
|
|
|
690,530
|
|
|||||
Employee stock compensation
|
264
|
|
|
3
|
|
|
57,890
|
|
|
—
|
|
|
—
|
|
|
57,893
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
(4,358
|
)
|
|
(4,063
|
)
|
|
—
|
|
|
(8,421
|
)
|
|||||
Proceeds from stock issuances under employee plans
|
1,049
|
|
|
10
|
|
|
26,912
|
|
|
—
|
|
|
—
|
|
|
26,922
|
|
|||||
Tax effect of exercise of stock options
|
—
|
|
|
—
|
|
|
28,621
|
|
|
—
|
|
|
—
|
|
|
28,621
|
|
|||||
Cash dividends declared ($1.68 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,722
|
)
|
|
—
|
|
|
(113,722
|
)
|
|||||
Repurchase and retirement of common shares
|
(4,337
|
)
|
|
(43
|
)
|
|
(16,964
|
)
|
|
(513,026
|
)
|
|
—
|
|
|
(530,033
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
377,292
|
|
|
—
|
|
|
377,292
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,523
|
|
|
6,523
|
|
|||||
Balance, December 31, 2013
|
65,623
|
|
|
$
|
656
|
|
|
$
|
360,616
|
|
|
$
|
155,572
|
|
|
$
|
18,761
|
|
|
$
|
535,605
|
|
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
377,292
|
|
|
$
|
312,310
|
|
|
$
|
227,575
|
|
Loss from discontinued operations
|
3,777
|
|
|
—
|
|
|
—
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
92,100
|
|
|
70,580
|
|
|
66,390
|
|
|||
Noncash compensation
|
57,893
|
|
|
35,420
|
|
|
20,548
|
|
|||
Noncash income from financial services
|
(4,983
|
)
|
|
(3,899
|
)
|
|
(4,444
|
)
|
|||
Noncash loss from other affiliates
|
7,414
|
|
|
179
|
|
|
133
|
|
|||
Deferred income taxes
|
(5,892
|
)
|
|
(28,901
|
)
|
|
(16,946
|
)
|
|||
Tax effect of share-based compensation exercises
|
(28,621
|
)
|
|
(29,892
|
)
|
|
(23,120
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(54,055
|
)
|
|
2,413
|
|
|
(23,115
|
)
|
|||
Inventories
|
(52,049
|
)
|
|
(36,029
|
)
|
|
(49,973
|
)
|
|||
Accounts payable
|
51,519
|
|
|
21,371
|
|
|
27,232
|
|
|||
Accrued expenses
|
53,278
|
|
|
39,269
|
|
|
80,668
|
|
|||
Income taxes payable/receivable
|
33,398
|
|
|
51,120
|
|
|
(1,343
|
)
|
|||
Prepaid expenses and others, net
|
(31,919
|
)
|
|
(17,831
|
)
|
|
(1,075
|
)
|
|||
Cash provided by continuing operations
|
499,152
|
|
|
416,110
|
|
|
302,530
|
|
|||
Cash used for discontinued operations
|
(6,912
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
492,240
|
|
|
416,110
|
|
|
302,530
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(251,401
|
)
|
|
(103,083
|
)
|
|
(84,484
|
)
|
|||
Investment in finance affiliate
|
(19,251
|
)
|
|
(18,400
|
)
|
|
(12,588
|
)
|
|||
Distributions from finance affiliate
|
12,005
|
|
|
7,562
|
|
|
11,950
|
|
|||
Investment in other affiliates
|
(10,934
|
)
|
|
(7,996
|
)
|
|
(5,000
|
)
|
|||
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
876
|
|
|||
Acquisition of businesses, net of cash acquired
|
(137,104
|
)
|
|
(41,135
|
)
|
|
(51,899
|
)
|
|||
Net cash used for investing activities
|
(406,685
|
)
|
|
(163,052
|
)
|
|
(141,145
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Borrowings under debt arrangements / capital lease obligations
|
776,669
|
|
|
2,437
|
|
|
100,000
|
|
|||
Repayments under debt arrangements / capital lease obligations
|
(597,492
|
)
|
|
(7,478
|
)
|
|
(202,333
|
)
|
|||
Repurchase and retirement of common shares
|
(530,033
|
)
|
|
(127,525
|
)
|
|
(132,372
|
)
|
|||
Cash dividends to shareholders
|
(113,722
|
)
|
|
(101,534
|
)
|
|
(61,585
|
)
|
|||
Proceeds from stock issuances under employee plans
|
26,922
|
|
|
41,696
|
|
|
45,654
|
|
|||
Tax effect of proceeds from share-based compensation exercises
|
28,621
|
|
|
29,892
|
|
|
23,120
|
|
|||
Net cash used for financing activities
|
(409,035
|
)
|
|
(162,512
|
)
|
|
(227,516
|
)
|
|||
Impact of currency exchange rates on cash balances
|
(1,287
|
)
|
|
1,133
|
|
|
(2,460
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(324,767
|
)
|
|
91,679
|
|
|
(68,591
|
)
|
|||
Cash and cash equivalents at beginning of period
|
417,015
|
|
|
325,336
|
|
|
393,927
|
|
|||
Cash and cash equivalents at end of period
|
$
|
92,248
|
|
|
$
|
417,015
|
|
|
$
|
325,336
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid on debt borrowings
|
$
|
6,076
|
|
|
$
|
5,932
|
|
|
$
|
3,350
|
|
Income taxes paid
|
$
|
162,647
|
|
|
$
|
143,510
|
|
|
$
|
132,088
|
|
|
Fair Value Measurements as of December 31, 2013
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Commodity contracts, net
|
$
|
30
|
|
|
—
|
|
|
$
|
30
|
|
|
—
|
|
|
Non-qualified deferred compensation assets
|
24,711
|
|
|
$
|
24,711
|
|
|
—
|
|
|
—
|
|
||
Total assets at fair value
|
$
|
24,741
|
|
|
$
|
24,711
|
|
|
$
|
30
|
|
|
—
|
|
Foreign exchange contracts, net
|
$
|
(9
|
)
|
|
—
|
|
|
$
|
(9
|
)
|
|
—
|
|
|
Non-qualified deferred compensation liabilities
|
(24,711
|
)
|
|
$
|
(24,711
|
)
|
|
—
|
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(24,720
|
)
|
|
$
|
(24,711
|
)
|
|
$
|
(9
|
)
|
|
—
|
|
|
Fair Value Measurements as of December 31, 2012
|
|||||||||||||
Asset (Liability)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Non-qualified deferred compensation assets
|
$
|
15,872
|
|
|
$
|
15,872
|
|
|
—
|
|
|
—
|
|
|
Total assets at fair value
|
$
|
15,872
|
|
|
$
|
15,872
|
|
|
—
|
|
|
—
|
|
|
Foreign exchange contracts, net
|
$
|
(2,617
|
)
|
|
—
|
|
|
$
|
(2,617
|
)
|
|
—
|
|
|
Commodity contracts, net
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|||
Non-qualified deferred compensation liabilities
|
(15,872
|
)
|
|
$
|
(15,872
|
)
|
|
—
|
|
|
—
|
|
||
Total liabilities at fair value
|
$
|
(18,613
|
)
|
|
$
|
(15,872
|
)
|
|
$
|
(2,741
|
)
|
|
—
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Raw materials and purchased components
|
$
|
107,496
|
|
|
$
|
70,552
|
|
Service parts, garments and accessories
|
125,765
|
|
|
95,110
|
|
||
Finished goods
|
206,290
|
|
|
196,691
|
|
||
Less: reserves
|
(21,603
|
)
|
|
(17,357
|
)
|
||
Inventories
|
$
|
417,948
|
|
|
$
|
344,996
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
$
|
47,723
|
|
|
$
|
44,355
|
|
|
$
|
32,651
|
|
Additions to warranty reserve through acquisitions
|
1,602
|
|
|
900
|
|
|
2,727
|
|
|||
Additions charged to expense
|
56,857
|
|
|
46,088
|
|
|
46,217
|
|
|||
Warranty claims paid
|
(53,364
|
)
|
|
(43,620
|
)
|
|
(37,240
|
)
|
|||
Balance at end of year
|
$
|
52,818
|
|
|
$
|
47,723
|
|
|
$
|
44,355
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Option plan
|
$
|
22,245
|
|
|
$
|
16,497
|
|
|
$
|
9,948
|
|
Other share-based awards
|
57,640
|
|
|
56,770
|
|
|
63,872
|
|
|||
Total share-based compensation before tax
|
79,885
|
|
|
73,267
|
|
|
73,820
|
|
|||
Tax benefit
|
29,835
|
|
|
27,401
|
|
|
27,929
|
|
|||
Total share-based compensation expense included in net income
|
$
|
50,050
|
|
|
$
|
45,866
|
|
|
$
|
45,891
|
|
|
Omnibus Plan
(Active) |
|
Option Plan
(Frozen) |
|
Director Stock Option Plan
(Frozen) |
|||||||||||||||
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|
Outstanding
Shares |
|
Weighted
Average Exercise Price |
|||||||||
Balance as of December 31, 2010
|
4,308,812
|
|
|
$
|
20.54
|
|
|
2,473,760
|
|
|
$
|
23.36
|
|
|
104,000
|
|
|
$
|
21.91
|
|
Granted
|
1,276,500
|
|
|
50.52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(865,875
|
)
|
|
16.30
|
|
|
(1,373,414
|
)
|
|
21.98
|
|
|
(16,000
|
)
|
|
18.14
|
|
|||
Forfeited
|
(36,700
|
)
|
|
26.38
|
|
|
(1,800
|
)
|
|
24.27
|
|
|
(8,000
|
)
|
|
13.35
|
|
|||
Balance as of December 31, 2011
|
4,682,737
|
|
|
$
|
29.45
|
|
|
1,098,546
|
|
|
$
|
25.08
|
|
|
80,000
|
|
|
$
|
23.52
|
|
Granted
|
570,700
|
|
|
66.19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(861,397
|
)
|
|
22.54
|
|
|
(744,974
|
)
|
|
25.84
|
|
|
(64,000
|
)
|
|
22.62
|
|
|||
Forfeited
|
(61,630
|
)
|
|
40.95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2012
|
4,330,410
|
|
|
$
|
35.50
|
|
|
353,572
|
|
|
$
|
23.47
|
|
|
16,000
|
|
|
$
|
27.10
|
|
Granted
|
1,037,729
|
|
|
87.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(821,679
|
)
|
|
24.45
|
|
|
(191,141
|
)
|
|
23.23
|
|
|
(16,000
|
)
|
|
$
|
27.10
|
|
||
Forfeited
|
(80,380
|
)
|
|
47.55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2013
|
4,466,080
|
|
|
$
|
49.29
|
|
|
162,431
|
|
|
$
|
23.74
|
|
|
—
|
|
|
—
|
|
|
Vested or expected to vest as of December 31, 2013
|
4,463,880
|
|
|
$
|
49.29
|
|
|
162,431
|
|
|
$
|
23.74
|
|
|
—
|
|
|
—
|
|
|
Options exercisable as of December 31, 2013
|
1,411,931
|
|
|
$
|
27.65
|
|
|
162,431
|
|
|
$
|
23.74
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Weighted-average volatility
|
49
|
%
|
|
50
|
%
|
|
49
|
%
|
Expected dividend yield
|
1.9
|
%
|
|
2.2
|
%
|
|
1.9
|
%
|
Expected term (in years)
|
4.4
|
|
|
4.6
|
|
|
4.7
|
|
Weighted average risk free interest rate
|
0.9
|
%
|
|
0.7
|
%
|
|
1.4
|
%
|
|
Shares
Outstanding |
|
Weighted
Average Grant Price |
|||
Balance as of December 31, 2012
|
544,432
|
|
|
$
|
57.15
|
|
Granted
|
339,249
|
|
|
88.84
|
|
|
Vested
|
(90,658
|
)
|
|
33.70
|
|
|
Canceled/Forfeited
|
(22,056
|
)
|
|
59.87
|
|
|
Balance as of December 31, 2013
|
770,967
|
|
|
$
|
74.47
|
|
Expected to vest as of December 31, 2013
|
664,848
|
|
|
$
|
72.50
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total borrowings at December 31
|
$
|
280,500
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Average outstanding borrowings during year
|
$
|
138,400
|
|
|
$
|
100,000
|
|
|
$
|
133,800
|
|
Maximum outstanding borrowings during year
|
$
|
411,000
|
|
|
$
|
100,000
|
|
|
$
|
200,000
|
|
Interest rate at December 31
|
2.98
|
%
|
|
4.40
|
%
|
|
4.40
|
%
|
|
2013
|
|
2012
|
||||
Balance as of beginning of year
|
$
|
56,324
|
|
|
$
|
44,668
|
|
Goodwill acquired during the period
|
66,085
|
|
|
11,061
|
|
||
Currency translation effect on foreign goodwill balances
|
4,288
|
|
|
595
|
|
||
Balance as of end of year
|
$
|
126,697
|
|
|
$
|
56,324
|
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Gross
Amount |
|
Accumulated
Amortization |
||||||||
Other intangible assets, beginning
|
$
|
54,907
|
|
|
$
|
(4,015
|
)
|
|
$
|
34,256
|
|
|
$
|
(1,206
|
)
|
Intangible assets acquired during the period
|
57,388
|
|
|
—
|
|
|
20,369
|
|
|
—
|
|
||||
Amortization expense
|
—
|
|
|
(9,178
|
)
|
|
—
|
|
|
(2,787
|
)
|
||||
Currency translation effect on foreign balances
|
3,984
|
|
|
(75
|
)
|
|
282
|
|
|
(22
|
)
|
||||
Other intangible assets, ending
|
$
|
116,279
|
|
|
$
|
(13,268
|
)
|
|
$
|
54,907
|
|
|
$
|
(4,015
|
)
|
December 31, 2013
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(185
|
)
|
|
$
|
355
|
|
Dealer/customer related
|
7
|
|
59,244
|
|
|
(8,608
|
)
|
|
50,636
|
|
|||
Developed technology
|
5-7
|
|
15,307
|
|
|
(4,475
|
)
|
|
10,832
|
|
|||
Total amortizable
|
|
|
75,091
|
|
|
(13,268
|
)
|
|
61,823
|
|
|||
Non-amortizable—brand/trade names
|
|
|
41,188
|
|
|
—
|
|
|
41,188
|
|
|||
Total other intangible assets, net
|
|
|
$
|
116,279
|
|
|
$
|
(13,268
|
)
|
|
$
|
103,011
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2012
|
Estimated Life
(Years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Non-compete agreements
|
5
|
|
$
|
540
|
|
|
$
|
(77
|
)
|
|
$
|
463
|
|
Dealer/customer related
|
7
|
|
14,702
|
|
|
(1,650
|
)
|
|
13,052
|
|
|||
Developed technology
|
5-7
|
|
12,974
|
|
|
(2,288
|
)
|
|
10,686
|
|
|||
Total amortizable
|
|
|
28,216
|
|
|
(4,015
|
)
|
|
24,201
|
|
|||
Non-amortizable—brand/trade names
|
|
|
26,691
|
|
|
—
|
|
|
26,691
|
|
|||
Total other intangible assets, net
|
|
|
$
|
54,907
|
|
|
$
|
(4,015
|
)
|
|
$
|
50,892
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
535,265
|
|
|
$
|
458,635
|
|
|
$
|
329,060
|
|
Foreign
|
39,164
|
|
|
21,208
|
|
|
17,566
|
|
|||
Income from continuing operations before income taxes
|
$
|
574,429
|
|
|
$
|
479,843
|
|
|
$
|
346,626
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
167,690
|
|
|
$
|
169,833
|
|
|
$
|
113,406
|
|
State
|
12,942
|
|
|
15,366
|
|
|
10,629
|
|
|||
Foreign
|
15,457
|
|
|
8,593
|
|
|
6,374
|
|
|||
Deferred
|
(2,729
|
)
|
|
(26,259
|
)
|
|
(11,358
|
)
|
|||
Total provision for income taxes for continuing operations
|
$
|
193,360
|
|
|
$
|
167,533
|
|
|
$
|
119,051
|
|
|
For the Years Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.5
|
|
|
1.8
|
|
|
1.8
|
|
Domestic manufacturing deduction
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(1.9
|
)
|
Research and development tax credit
|
(2.2
|
)
|
|
—
|
|
|
(0.8
|
)
|
Valuation allowance for foreign subsidiaries net operating losses
|
0.3
|
|
|
—
|
|
|
0.5
|
|
Other permanent differences
|
0.1
|
|
|
(0.4
|
)
|
|
(0.3
|
)
|
Effective income tax rate for continuing operations
|
33.7
|
%
|
|
34.9
|
%
|
|
34.3
|
%
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Current deferred income taxes:
|
|
|
|
||||
Inventories
|
$
|
6,306
|
|
|
$
|
7,277
|
|
Accrued expenses
|
87,157
|
|
|
78,164
|
|
||
Derivative instruments
|
(107
|
)
|
|
851
|
|
||
Total current
|
93,356
|
|
|
86,292
|
|
||
Noncurrent deferred income taxes:
|
|
|
|
||||
Cost in excess of net assets of business acquired
|
(13,594
|
)
|
|
5,193
|
|
||
Property and equipment
|
(36,069
|
)
|
|
(21,656
|
)
|
||
Compensation payable in common stock
|
42,385
|
|
|
40,329
|
|
||
Net unrealized gains in other comprehensive income
|
143
|
|
|
(1,698
|
)
|
||
Net operating loss carryforwards
|
5,782
|
|
|
4,744
|
|
||
Valuation allowance
|
(5,059
|
)
|
|
(4,523
|
)
|
||
Total noncurrent
|
(6,412
|
)
|
|
22,389
|
|
||
Total net deferred income tax asset
|
$
|
86,944
|
|
|
$
|
108,681
|
|
|
For the Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Balance at January 1,
|
$
|
6,704
|
|
|
$
|
7,341
|
|
Increases due to acquisition opening balance sheet positions
|
6,420
|
|
|
—
|
|
||
Gross increases for tax positions of prior years
|
561
|
|
|
83
|
|
||
Gross increases for tax positions of current year
|
3,755
|
|
|
938
|
|
||
Decreases due to settlements
|
(3,310
|
)
|
|
(1,658
|
)
|
||
Decreases for lapse of statute of limitations
|
(1,344
|
)
|
|
—
|
|
||
Currency translation effect on foreign balances
|
413
|
|
|
—
|
|
||
Balance at December 31,
|
13,199
|
|
|
6,704
|
|
||
Reserves related to potential interest at December 31,
|
1,093
|
|
|
359
|
|
||
Unrecognized tax benefits at December 31,
|
$
|
14,292
|
|
|
$
|
7,063
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Quarterly dividend declared and paid per common share
|
|
$
|
0.42
|
|
|
$
|
0.37
|
|
Total dividends declared and paid per common share
|
|
$
|
1.68
|
|
|
$
|
1.48
|
|
|
For the Years Ended December 31,
|
|||||
|
2013
|
|
2012
|
|
2011
|
|
Weighted average number of common shares outstanding
|
68,209
|
|
68,409
|
|
68,315
|
|
Director Plan and deferred stock units
|
242
|
|
341
|
|
342
|
|
ESOP
|
84
|
|
99
|
|
135
|
|
Common shares outstanding—basic
|
68,535
|
|
68,849
|
|
68,792
|
|
Dilutive effect of restricted stock awards
|
228
|
|
181
|
|
165
|
|
Dilutive effect of stock option awards
|
1,783
|
|
1,975
|
|
2,100
|
|
Common and potential common shares outstanding—diluted
|
70,546
|
|
71,005
|
|
71,057
|
|
|
Foreign
Currency Items |
|
Cash Flow
Hedging Derivatives |
|
Accumulated Other
Comprehensive Income |
||||||
Balance as of December 31, 2012
|
$
|
13,669
|
|
|
$
|
(1,431
|
)
|
|
$
|
12,238
|
|
Reclassification to the income statement
|
—
|
|
|
(694
|
)
|
|
(694
|
)
|
|||
Change in fair value
|
4,913
|
|
|
2,304
|
|
|
7,217
|
|
|||
Balance as of December 31, 2013
|
$
|
18,582
|
|
|
$
|
179
|
|
|
$
|
18,761
|
|
Derivatives in Cash
Flow Hedging Relationships
|
Location of Gain (Loss)
Reclassified from
Accumulated OCI
into Income
|
|
For the Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||||
Foreign currency contracts
|
Other (income), net
|
|
$
|
(1,671
|
)
|
|
$
|
(5,681
|
)
|
Foreign currency contracts
|
Cost of sales
|
|
977
|
|
|
(404
|
)
|
||
Total
|
|
|
$
|
(694
|
)
|
|
$
|
(6,085
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
13,010
|
|
|
$
|
8,811
|
|
|
$
|
13,018
|
|
Interest and operating expenses
|
3,044
|
|
|
1,013
|
|
|
4,131
|
|
|||
Net income
|
$
|
9,966
|
|
|
$
|
7,798
|
|
|
$
|
8,887
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Finance receivables, net
|
$
|
226,742
|
|
|
$
|
166,025
|
|
Other assets
|
172
|
|
|
100
|
|
||
Total Assets
|
$
|
226,914
|
|
|
$
|
166,125
|
|
Notes payable
|
$
|
85,096
|
|
|
$
|
44,494
|
|
Other liabilities
|
3,384
|
|
|
7,655
|
|
||
Partners’ capital
|
138,434
|
|
|
113,976
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
226,914
|
|
|
$
|
166,125
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Equity in earnings of Polaris Acceptance
|
$
|
4,983
|
|
|
$
|
3,899
|
|
|
$
|
4,444
|
|
Income from Securitization Facility
|
15,187
|
|
|
11,862
|
|
|
7,686
|
|
|||
Income from HSBC/Capital One, GE Bank and Sheffield retail credit agreements
|
22,481
|
|
|
15,296
|
|
|
9,056
|
|
|||
Income from other financial services activities
|
3,250
|
|
|
2,863
|
|
|
2,906
|
|
|||
Total income from financial services
|
$
|
45,901
|
|
|
$
|
33,920
|
|
|
$
|
24,092
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Investment in Brammo
|
$
|
9,500
|
|
|
$
|
12,000
|
|
Investment in EPPL
|
6,456
|
|
|
817
|
|
||
Total investment in other affiliates
|
$
|
15,956
|
|
|
$
|
12,817
|
|
|
Capital
Leases |
|
Operating
Leases |
||||
2014
|
$
|
4,257
|
|
|
$
|
6,367
|
|
2015
|
3,927
|
|
|
4,202
|
|
||
2016
|
3,345
|
|
|
3,037
|
|
||
2017
|
3,024
|
|
|
1,647
|
|
||
2018
|
2,429
|
|
|
751
|
|
||
Thereafter
|
25,130
|
|
|
1,691
|
|
||
Total future minimum lease obligation
|
$
|
42,112
|
|
|
$
|
17,695
|
|
Foreign Currency
|
|
Notional Amounts
(in US Dollars)
|
|
Net Unrealized Gain (Loss)
|
||||
Canadian Dollar
|
|
$
|
39,744
|
|
|
$
|
869
|
|
Japanese Yen
|
|
17,864
|
|
|
(808
|
)
|
||
Mexican Peso
|
|
28,422
|
|
|
162
|
|
||
Norwegian Krone
|
|
1,885
|
|
|
21
|
|
||
Swedish Krona
|
|
15,623
|
|
|
(253
|
)
|
||
Total
|
|
$
|
103,538
|
|
|
$
|
(9
|
)
|
|
Carrying Values of Derivative Instruments as of December 31, 2013
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
1,194
|
|
|
$
|
(1,203
|
)
|
|
$
|
(9
|
)
|
Total derivatives designated as hedging instruments
|
$
|
1,194
|
|
|
$
|
(1,203
|
)
|
|
$
|
(9
|
)
|
Commodity contracts(1)
|
$
|
46
|
|
|
$
|
(16
|
)
|
|
$
|
30
|
|
Total derivatives not designated as hedging instruments
|
$
|
46
|
|
|
$
|
(16
|
)
|
|
$
|
30
|
|
Total derivatives
|
$
|
1,240
|
|
|
$
|
(1,219
|
)
|
|
$
|
21
|
|
|
Carrying Values of Derivative Instruments as of December 31, 2012
|
||||||||||
|
Fair Value—
Assets
|
|
Fair Value—
(Liabilities)
|
|
Derivative Net
Carrying Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts(1)
|
$
|
1,122
|
|
|
$
|
(3,739
|
)
|
|
$
|
(2,617
|
)
|
Total derivatives designated as hedging instruments
|
$
|
1,122
|
|
|
$
|
(3,739
|
)
|
|
$
|
(2,617
|
)
|
Commodity contracts(1)
|
$
|
114
|
|
|
$
|
(238
|
)
|
|
$
|
(124
|
)
|
Total derivatives not designated as hedging instruments
|
$
|
114
|
|
|
$
|
(238
|
)
|
|
$
|
(124
|
)
|
Total derivatives
|
$
|
1,236
|
|
|
$
|
(3,977
|
)
|
|
$
|
(2,741
|
)
|
(1)
|
Assets are included in prepaid expenses and other and liabilities are included in other accrued expenses on the accompanying consolidated balance sheets.
|
Derivatives in Cash
Flow Hedging Relationships
|
For the Years Ended December 31,
|
||||||
2013
|
|
2012
|
|||||
Interest rate contracts
|
$
|
(26
|
)
|
|
$
|
(19
|
)
|
Foreign currency contracts
|
1,636
|
|
|
(3,890
|
)
|
||
Total
|
$
|
1,610
|
|
|
$
|
(3,909
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
2,721,300
|
|
|
$
|
2,310,943
|
|
|
$
|
1,864,099
|
|
Canada
|
463,316
|
|
|
438,208
|
|
|
368,487
|
|
|||
Other foreign countries
|
592,452
|
|
|
460,631
|
|
|
424,363
|
|
|||
Consolidated sales
|
$
|
3,777,068
|
|
|
$
|
3,209,782
|
|
|
$
|
2,656,949
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
United States
|
$
|
349,224
|
|
|
$
|
225,474
|
|
Mexico
|
52,450
|
|
|
7,448
|
|
||
Other foreign countries
|
53,493
|
|
|
20,447
|
|
||
Consolidated property and equipment, net
|
$
|
455,167
|
|
|
$
|
253,369
|
|
|
Sales
|
|
Gross profit
|
|
Net income from continuing operations
|
|
Net income
|
|
Diluted net income per share from continuing operations
|
|
Diluted net income per share
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First Quarter
|
$
|
745,909
|
|
|
$
|
216,648
|
|
|
$
|
75,464
|
|
|
$
|
75,464
|
|
|
$
|
1.07
|
|
|
$
|
1.07
|
|
Second Quarter
|
844,800
|
|
|
252,338
|
|
|
80,004
|
|
|
80,004
|
|
|
1.13
|
|
|
1.13
|
|
||||||
Third Quarter
|
1,102,649
|
|
|
334,785
|
|
|
116,921
|
|
|
113,144
|
|
|
1.64
|
|
|
1.59
|
|
||||||
Fourth Quarter
|
1,083,710
|
|
|
317,108
|
|
|
108,680
|
|
|
108,680
|
|
|
1.56
|
|
|
1.56
|
|
||||||
Totals
|
$
|
3,777,068
|
|
|
$
|
1,120,879
|
|
|
$
|
381,069
|
|
|
$
|
377,292
|
|
|
$
|
5.40
|
|
|
$
|
5.35
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First Quarter
|
$
|
673,750
|
|
|
$
|
194,963
|
|
|
$
|
60,078
|
|
|
$
|
60,078
|
|
|
$
|
0.85
|
|
|
$
|
0.85
|
|
Second Quarter
|
755,446
|
|
|
216,749
|
|
|
69,823
|
|
|
69,823
|
|
|
0.98
|
|
|
0.98
|
|
||||||
Third Quarter
|
879,939
|
|
|
259,785
|
|
|
94,345
|
|
|
94,345
|
|
|
1.33
|
|
|
1.33
|
|
||||||
Fourth Quarter
|
900,647
|
|
|
253,800
|
|
|
88,064
|
|
|
88,064
|
|
|
1.24
|
|
|
1.24
|
|
||||||
Totals
|
$
|
3,209,782
|
|
|
$
|
925,297
|
|
|
$
|
312,310
|
|
|
$
|
312,310
|
|
|
$
|
4.40
|
|
|
$
|
4.40
|
|
POLARIS INDUSTRIES INC.
|
||
By:
|
|
/
S
/ S
COTT
W. W
INE
|
|
|
Scott W. Wine
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/
S
/ S
COTT
W. W
INE
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
February 21, 2014
|
|
Scott W. Wine
|
|
||
|
|
|
|
/
S
/ M
ICHAEL
W. M
ALONE
|
Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 21, 2014
|
|
Michael W. Malone
|
|
||
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
Annette K. Clayton
|
|
|
|
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
Brian C. Cornell
|
|
|
|
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
Kevin M. Farr
|
|
|
|
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
Gary E. Hendrickson
|
|
|
|
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
Bernd F. Kessler
|
|
|
|
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
R. M. Schreck
|
|
|
|
|
|
|
|
*
|
Director
|
February 21, 2014
|
|
William Grant Van Dyke
|
|
|
|
|
|
|
|
*
|
Lead Director
|
February 21, 2014
|
|
John P. Wiehoff
|
|
|
|
|
|
|
|
*By:
|
/s/ S
COTT
W. W
INE
|
|
February 21, 2014
|
|
(Scott W. Wine Attorney-in-Fact)
|
|
|
*
|
Scott W. Wine, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this report of Polaris Industries Inc. on behalf of each of such officers and directors in the capacities in which the names of each appear above.
|
Allowance for Doubtful Accounts
|
Balance at
Beginning of Period |
|
Additions
Charged to Costs and Expenses |
|
Additions
Through Acquisition |
|
Other Changes
Add (Deduct)(1) |
|
Balance at
End of Period |
||||||||||
(In thousands)
|
|
|
|
||||||||||||||||
2011: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
6,369
|
|
|
$
|
25
|
|
|
532
|
|
|
$
|
(2,453
|
)
|
|
$
|
4,473
|
|
|
2012: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
4,473
|
|
|
$
|
375
|
|
|
$
|
365
|
|
|
$
|
(945
|
)
|
|
$
|
4,268
|
|
2013: Deducted from asset accounts—Allowance for doubtful accounts receivable
|
$
|
4,268
|
|
|
$
|
75
|
|
|
$
|
2,192
|
|
|
$
|
(640
|
)
|
|
$
|
5,895
|
|
(1)
|
Uncollectible accounts receivable written off, net of recoveries.
|
Inventory Reserve
|
Balance at
Beginning of Period |
|
Additions
Charged to Costs and Expenses |
|
Additions
Through Acquisition |
|
Other Changes
Add (Deduct)(2) |
|
Balance at
End of Period |
||||||||||
(In thousands)
|
|
|
|
||||||||||||||||
2011: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
16,210
|
|
|
$
|
4,611
|
|
|
$
|
725
|
|
|
$
|
(5,603
|
)
|
|
$
|
15,943
|
|
2012: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
15,943
|
|
|
$
|
6,258
|
|
|
$
|
15
|
|
|
$
|
(4,859
|
)
|
|
$
|
17,357
|
|
2013: Deducted from asset accounts—Allowance for obsolete inventory
|
$
|
17,357
|
|
|
$
|
9,966
|
|
|
$
|
2,423
|
|
|
$
|
(8,143
|
)
|
|
$
|
21,603
|
|
(2)
|
Inventory disposals, net of recoveries.
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2013
|
|
Exhibit Number
|
Description
|
3.a
|
Restated Articles of Incorporation of Polaris Industries Inc. (the “Company”), effective October 24, 2011, incorporated by reference to Exhibit 3.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
|
|
.b
|
Bylaws of the Company, as amended and restated on April 29, 2010, incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
|
|
|
4.a
|
Specimen Stock Certificate of the Company, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-4, filed November 21, 1994 (No. 033-55769).
|
|
|
.b
|
Amended and Restated Rights Agreement, dated as of April 29, 2010 by and between the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 30, 2010.
|
|
|
.c
|
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.
|
|
|
.d
|
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.
|
|
|
.e
|
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 19, 2013.
|
|
|
10.a
|
Amendments to the Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended and restated effective December 31, 2008, incorporated by reference to Exhibit 10.a to the Company’s Current Report on Form 8-K filed January 28, 2009, subsequently amended effective April 9, 2009, January 1, 2010 and November 1, 2012, incorporated by reference to Exhibit 10.a to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, subsequently amended effective November 1, 2013.*
|
|
|
.b
|
Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed October 31, 2005 (No. 333-129335).*
|
|
|
.c
|
Form of Nonqualified Stock Option Agreement and Notice of Exercise Form for options granted under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed October 31, 2005 (No. 333-129335).*
|
|
|
.d
|
Amendment to the Polaris Industries Inc. Deferred Compensation Plan for Directors, as amended and restated, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2009, subsequently amended on July 25, 2012, incorporated by reference to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.*
|
|
|
.e
|
Form of Change of Control Agreement entered into with executive officers of Company, incorporated by reference to Exhibit 10(q) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996.*
|
|
|
.f
|
Form of Amendment to the Form of Change in Control Agreement entered into with executive officers of Company, incorporated by reference to Exhibit 10.f to the Company’s Current Report on Form 8-K filed October 31, 2007.*
|
|
|
.g
|
Polaris Industries Inc. 2003 Non-Employee Director Stock Option Plan, as amended and restated on January 20, 2010, incorporated by reference to Exhibit 10.qq to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.*
|
|
|
.h
|
Polaris Industries Inc. 2003 Non-Employee Director Stock Option Plan Amended and Restated Stock Option Agreement, amended as of January 20, 2010, incorporated by reference to Exhibit 10.rr to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.*
|
|
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2013 (cont.)
|
|
.i
|
Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as amended and restated effective January 22, 2009, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 12, 2009.*
|
|
|
.j
|
Polaris Industries Inc. Long Term Incentive Plan, as amended and restated effective January 22, 2009 and as further amended effective January 20, 2011, incorporated by reference to Annex B to the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders filed March 10, 2011.*
|
|
|
.k
|
Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to Annex A to the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders filed March 10, 2011.*
|
|
|
.l
|
Form of Performance Based Restricted Share Award Agreement for performance based restricted shares awarded to named executive officers in 2008 under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.*
|
|
|
.m
|
Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) Performance Based Restricted Share Award Agreement form (Single Trigger), incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.n
|
Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) Performance Based Restricted Share Award Agreement form (Double Trigger), incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.o
|
Form of Stock Option Agreement and Notice of Exercise Form for options (cliff vesting) granted to executive officers under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.ff to the Company’s Current Report on Form 8-K filed February 4, 2008.*
|
|
|
.p
|
Form of Stock Option Agreement and Notice of Exercise Form for options (installment vesting) granted to executive officers 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, 2008.*
|
|
|
.q
|
Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) Nonqualified Stock Option Agreement form (Single Trigger), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.r
|
Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) Nonqualified Stock Option Agreement form (Double Trigger), incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.s
|
Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) Restricted Stock Award Agreement, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
|
|
|
.t
|
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.*
|
|
|
.u
|
Form of Performance Restricted Stock Unit Award Agreement under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.y to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
|
.v
|
Employment Offer Letter dated April 4, 2005 by and between the Company and Bennett J. Morgan, incorporated by reference to Exhibit 10.y to the Company’s Current Report on Form 8-K, filed April 18, 2005.*
|
|
|
.w
|
Employment Offer Letter dated July 28, 2008 by and between the Company and Scott W. Wine, incorporated by reference to Exhibit 10.a to the Company’s Current Report on Form 8-K filed August 4, 2008.*
|
|
|
.x
|
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.*
|
|
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2013 (cont.)
|
|
.y
|
Employment Offer Letter dated February 6, 2012 by and between the Company and Stephen L. Eastman, incorporated by reference to Exhibit 10.cc to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.*
|
|
|
.z
|
Form of Severance Agreement entered into with executive officers of the Company, incorporated by reference to Exhibit 10.dd to the Company’s Current Report on Form 8-K filed January 17, 2008.*
|
|
|
.aa
|
Severance, Proprietary Information and Noncompetition Agreement entered into with Scott W. Wine, incorporated by reference to Exhibit 10.b to the Company’s Current Report on Form 8-K filed August 4, 2008.*
|
|
|
.bb
|
Form of Severance Agreement entered into with Bennett J. Morgan, incorporated by reference to Exhibit 10.ee to the Company’s Current Report on Form 8-K filed January 17, 2008.*
|
|
|
.cc
|
Polaris Industries Inc. Early Retirement Perquisite Policy for the Chief Executive Officer, incorporated by reference to Exhibit 10.y to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
|
|
|
.dd
|
Polaris Industries Inc. Retirement Perquisite Policy for the Chief Executive Officer, incorporated by reference to Exhibit 10.z to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
|
|
|
.ee
|
Polaris Industries Inc. Early Retirement Perquisite Policy for executive officers, incorporated by reference to Exhibit 10.aa to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
|
|
|
.ff
|
Polaris Industries Inc. Retirement Perquisite Policy for executive officers, incorporated by reference to Exhibit 10.bb to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
|
|
|
.gg
|
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.
|
|
|
.hh
|
Credit Agreement, dated as of August 18, 2011, by and among the Company, one or more of its foreign subsidiaries designated thereafter as foreign borrowers, the lenders identified therein, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Lead Book Runner, RBC Capital Markets and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners, RBC Capital Markets and Wells Fargo Bank National Association, as Syndication Agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agent, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on August 22, 2011.
|
|
|
.ii
|
First Amendment to the Credit Agreement, dated December 20, 2011, by and among the Company, and any designated Foreign Borrower, the lenders from time to time party to the Credit Agreement, and U.S. Bank National Association, as one of the lenders, lead arranger, lead book runner, and administrative agent for the lenders, incorporated by reference to Exhibit 10.nn to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
|
|
|
.jj
|
Second Amendment to the Credit Agreement, dated January 31, 2013, by and among the Company, and any designated Foreign Borrower, the lenders from time to time party to the Credit Agreement, and U.S. Bank National Association, as one of the lenders, lead arranger, lead book runner, and administrative agent for the lenders, incorporated by reference to Exhibit 10.nn to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
.kk
|
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.
|
|
|
.ll
|
Share Repurchase Agreement dated November 12, 2013, by and among the Company and Fuji Heavy Industries Ltd., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 12, 2013.
|
|
|
13
|
Portions of the Annual Report to Security Holders for the Year Ended December 31, 2013 included pursuant to Note 2 to General Instruction G.
|
|
|
21
|
Subsidiaries of Registrant.
|
|
|
POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2013 (cont.)
|
|
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.
|
|
|
101
|
The following financial information from Polaris Industries Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 21, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of December 31, 2013 and 2012, (ii) the Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011, (iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012, and (vi) Notes to Consolidated Financial Statements
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|