PII 10-K Annual Report Dec. 31, 2018 | Alphaminr
Polaris Inc.
ALPHAMINR

PII 10-K Fiscal year ended Dec. 31, 2018

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POLARIS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Organization and Significant Accounting PoliciesNote 2. Revenue RecognitionNote 3. AcquisitionsNote 4. Share-based CompensationNote 5. Employee Savings PlansNote 6. Financing AgreementNote 7. Goodwill and Other Intangible AssetsNote 8. Income TaxesNote 9. Shareholders EquityNote 10. Financial Services ArrangementsNote 11. Investment in Other AffiliatesNote 12. Commitments and ContingenciesNote 13. Derivative Instruments and Hedging ActivitiesNote 14. Segment ReportingNote 15. Victory Motorcycles Wind DownNote 16. Quarterly Financial Data (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.a Purchase Agreement, dated as of October 11, 2016, by and among TAP Automotive Holdings, LLC, the members of TAP Automotive Holdings, LLC set forth in an annex to the Purchase Agreement, Polaris Industries Inc., a Delaware corporation, and ORIX Funds Corp., solely in its capacity as the sellers representative (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 October 12, 2016. 2.b Merger Agreement, 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 Restated Articles of Incorporation of Polaris Industries Inc. (the Company), effective April 28, 2017, incorporated by reference to Exhibit 3.b to the Companys Current Report on Form 8-K filed on May 2, 2017. .b Bylaws of Polaris Industries Inc., as amended and restated on February 27, 2018, incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed February 27, 2018. .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 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. 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 Amendment to the Polaris Industries Inc. Deferred Compensation Plan for Directors, as amended and restated, incorporated by reference to Exhibit 10.1 to the Companys 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 Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.* .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. .e Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015), incorporated by reference to Annex A to the Companys Proxy Statement for the 2015 Annual Meeting of Shareholders filed March 13, 2015.* .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 Performance Restricted Stock Unit Award Agreement under the Polaris Industries Inc. 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.y to the Companys Annual Report on Form 10-K for the year ended December 31, 2011.* .k 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 .* .l 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.* .m 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.* .n Form of Restricted Stock Unit Award Agreement entered into with Christopher Musso, incorporated by reference to Exhibit 10.s to the Companys Annual Report on Form 10-K for the year ended December 31, 2017.* .o 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.* .p 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.* .q 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 Companys Current Report on Form 8-K filed August 4, 2008.* .r Employment Offer Letter dated September 28, 2017 by and between the Company and Christopher Musso, incorporated by reference to Exhibit 10.y to the Companys Annual Report on Form 10-K for the year ended December 31, 2017.* .s 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.* .t 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.* .u Employment Offer letter dated December 27, 2017 by and between the Company and Lucy Clark Dougherty.* .v Severance, Proprietary Information and Noncompetition Agreement entered into with Scott W. Wine, incorporated by reference to Exhibit 10.b to the Companys Current Report on Form 8-K filed August 4, 2008.* .w Severance Agreement dated November 6, 2017 entered into with Christopher Musso, incorporated by reference to Exhibit 10.ff to the Companys Annual Report on Form 10-K for the year ended December 31, 2018.* .x Severance Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.ii to the Companys Annual Report on Form 10-K for the year ended December 31, 2014.* .y 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.* .z Severance Agreement dated January 29, 2018 entered into with Lucy Clark Dougherty.* .aa Amended and Restated Joint Venture Agreement dated as of February28, 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. .bb 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. .cc 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. .dd 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. .ee 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. .ff 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. 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.