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, 20162019
 Commission file number 001-11411 
POLARIS INDUSTRIES INC.INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1790959
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
2100 Highway 55Medina MNMinnesota 55340
(Address of principal executive offices)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:
(763) 542-0500
Registrant's telephone number, including area code

Title of ClassTrading Symbols
Name of Each Exchange on Which Registered
Common Stock, $.01 par valuePIINew York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yesx    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yesx    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesx    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $5,240,113,000$5,575,885,000 as of June 30, 2016,28, 2019, based upon the last sales price per share of the registrant’s Common Stock, as reported on the New York Stock Exchange on such date.
As of February 10, 2017, 62,936,4036, 2020, 61,562,967 shares of Common Stock, $.01 par value, of the registrant were outstanding.
   
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2016 (the “2016 Annual Report” furnished to the Securities and Exchange Commission are incorporated by reference into Part II of this Form 10-K. Portions of the definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held on April 27, 201730, 2020 to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report (the “2017“2020 Proxy Statement”), are incorporated by reference into Part III of this Form 10-K.
 




POLARIS INDUSTRIES INC.
20162019 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 8.
Item 9.
Item 9A.
Item 9B.
   
 PART III 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
 PART IV 
Item 15.
Item 16.
 
 

PART I
Item 1. Business
Polaris Inc., formerly known as Polaris Industries Inc., a Minnesota corporation, was formed in 1994 and is the successor to Polaris Industries Partners LP. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Polaris Industries Inc., its subsidiaries and its predecessors, which began doing business in 1954. We design, engineer and manufacture powersports vehicles which include, Off-Road Vehicles (ORV), including All-Terrain Vehicles (ATV) and side-by-side vehicles for recreational and utility use, Snowmobiles, Motorcycles, and Global Adjacent Markets vehicles, including Work & TransportationCommercial, Government and military vehicles.Defense vehicles, and Boats. Polaris products, together with related Parts, Garments and Accessories (PG&A), as well as aftermarket accessories and apparel, are sold through dealers, distributors and distributorsretail stores principally located in the United States, Canada, Western Europe, Australia, and Mexico. Sales of our ORV/Snowmobiles, Motorcycles and Global Adjacent Markets reporting segments accounted for the following approximate percentages of our sales for the years ended December 31:
 ORV / Snowmobiles Motorcycles Global Adjacent Markets Other
201674% 16% 8% 2%
201578% 15% 7% 
201484% 9% 7% 
Industry
Off-Road Vehicles. ORVs are four-wheel vehicles designed for off-road use and traversing rougha wide variety of terrain, swampsincluding dunes, trails, and marshland.mud. The vehicles can be multi-passenger or single passenger, are used for recreation in such sports as fishing and hunting and for trail and dune riding, and for utility purposes on farms, ranches, and construction sites. The off-road vehicle industry is comprised of ATVs and side-by-side vehicles. The North American ATV industry decreased midwas flat in 2019 compared to 2018 with approximately 260,000 ATVs sold, while the North American side-by-side industry was up high single-digits percent in 2016.2019 compared to 2018, with approximately 510,000 side-by-sides sold. Internationally, ATVs and side-by-sides are also sold primarily in Western European countries by similar manufacturers as in North America. We estimate that during 20162019 world-wide ATV industry sales decreasedwere up low single-digits percent from 20152018 levels with approximately 400,000380,000 ATVs sold worldwide. We estimate that worldwide side-by-side vehicle market sales increased high single-digits percent during 20162019 over 20152018 levels with an estimated 480,000over 550,000 side-by-side vehicles sold. The side-by-side market has increased consistently over the past several years primarily due to continued innovation by manufacturers. We estimate that total worldwide off-road vehicle industry sales for 2016,2019, which include core ATVs and side-by-side vehicles, increased low single-digitswere up mid singe-digits percent from 20152018 levels with approximately 880,000930,000 units sold.
Snowmobiles. Snowmobiles have been manufactured under the Polaris name since 1954. We estimate that during the season ended March 31, 2016,2019, world-wide industry sales of snowmobiles decreased low teensincreased high-single digits percent from the previous season levels with approximately 130,000135,000 units sold worldwide.
Motorcycles. Motorcycles are utilized as a mode of transportation as well as for recreational purposes. The industry is comprised of several segments. We currently compete in four segments: cruisers, touring, sport bikes and standard motorcycles. We entered the motorcycle market in 1998. We estimate that the combined 900cc and above cruiser, touring, and touringstandard market segments (including the moto-roadster Slingshot®) decreased low-single digitsmid single-digits percent in 20162019 compared to 20152018 levels with an estimated 233,000205,000 heavyweight and mid-sized cruiser, touring, and mid-sizestandard motorcycles sold in the North American market. We estimate that during 2016,2019, worldwide combined 900cc and above cruiser, touring, and touringstandard market segments (including Slingshot) sales increased lowdecreased mid single-digits percent from 20152018 levels, with an estimated 350,000365,000 units sold worldwide.
Global Adjacent Markets. These vehicles are designed to support people mobility as well as various commercial work applications, and include products in the light-duty hauling, people mover, industrial and urban/suburban commuting sub-sectors, of the Work and Transportation industry, as well as tactical defense vehicles. We estimate the worldwide target market for Work and TransportationPolaris’ Adjacent Markets vehicles at approximately $4.0was over $9.0 billion in 2016,2019, which includes master planned communities and golf courses, light duty hauling, people movers, industrial, rental, urban/suburban commuting and related quadricycles.
Aftermarket. Aftermarket parts, garments and accessories are sold through a highly fragmented industry, which includes dealers, aftermarket e-commerce, big box retailers, distributors and specialty 4x4 retailers. We estimate the market for Jeep and truck aftermarket accessories was approximately $10.0 billion in 2019, and the market for Powersports aftermarket parts, garments and accessories to be approximately $4.0 billion in 2019.
Boats. Our boats are designed to compete in key segments of the recreational marine industry, including pontoon, deck, cruiser and fishing boats. Inclusive of the segments in which we compete, we estimate total U.S. 2019 powerboats market sales were approximately $11.0 billion, with pontoon and fishing boats being two of the largest segments therein.

Market and Industry Data
We have obtained the market and industry data presented in this year’s Annual Report from a combination of internal surveys, third party information and estimates by management. There are limited sources that report on our markets and industries. As such, much of the market and industry data presented in this year’s Annual Report is based on internally-generated management estimates, including estimates based on extrapolations from third party surveys of the industries in which we compete. While we believe internal surveys, third party information and our estimates are reliable, we have not verified them, nor have they been verified by any independent sources and we have no assurance that the information contained in third party websites is current, up-to date, or accurate. While we are not aware of any misstatements regarding the market and industry data presented in this Annual Report, whether any such future-looking data will be accurate involves risks and uncertainties and are subject to change based on various factors, including those factors discussed under the Forward-Looking Statements and in our Risk Factors.
Products
Off-Road Vehicles. In 2019, we continued to be the North American market share leader in Off-Road Vehicles. Our Off-Road Vehicle lineup includes the RZR® sport side-by-side, the RANGER® utility side-by-side, the GENERALcrossover side-by-side, the Sportsman® ATV and the Polaris ACESportsman®.ATV. The full line (excluding military vehicles) spans 6163 models, and includesincluding two-, four- and six-wheel drive general purpose, commercial,

recreational, and side-by-side models. 2017commercial vehicles. 2020 model year suggested retail prices range from approximately $2,100$2,200 to $27,500$27,300 in the United States.
Most of our ORVs feature the automatic Polaris variable transmission, which requires no manual shifting, and several have a MacPherson® strut front suspension, which enhances control and stability. Our “on demand” all-wheel drive provides industry leading traction performance and ride quality due to its patented on demand, easy shift-on-the-fly design. Our ORVs have four-cycle gas or diesel engines, with available shaft and concentric chain drive systems. Our lineup continues to expand through the introduction of electric ORVs and gas and diesel commercial focused ORVs. In many of our segments, we offer youth, value, mid-size, trailpremium and high-performanceextreme-performance vehicles, which come in both single passenger and multi-passenger seating arrangements. Key 20162019 ORV product introductions included the all-new RZR PRO XP, RANGERXP® 1000, RZRSportsman XP® Turbo HO with 168 HP 1000 S, Scrambler XP 1000 S, and the revolutionary RIDE COMMAND, an integrated in-vehicle rider experience enhancement system, available on the limited edition Velocity Blue RZRGENERAL XP® 1000 EPS, or as an accessory option.      1000.     
We design, engineer, produce or supply a variety of replacement parts and Polaris Engineered Accessories® for our ORVs. ORV accessories include winches, bumper/brushguards, plows, racks, wheels and tires, pull-behinds, cab systems, lighting and audio systems, cargo box accessories, tracks and oil. We also market a full line of recreationalgear and apparel forrelated to our ORVs, including helmets, jackets, gloves, pants and hats. Aftermarket brands inGear and apparel is designed to our off-road category include Kolpin, a lifestyle brand specializing in purpose-builtspecifications, purchased from independent vendors and universal-fit accessoriessold by us through our dealers, distributors, and online.
Snowmobiles. For the season ended March 31, 2019, we held the number two market share position for UTVs and outdoor enthusiasts, and Pro Armor®, a lineup that specializes in accessories for performance side-by-side vehicles and all-terrain vehicles.
Snowmobiles.North America. We produce a full line of snowmobiles consisting of approximately 4030 models, ranging from youth models to utility and economy models to performance and competition models. The 20172020 model year suggested retail prices range from approximately $3,000 to $15,200$15,500 in the United States. Polaris snowmobiles are sold principally in the United States, Canada, Russia and westernNorthern Europe. We believe our snowmobiles have a long-standing reputation for quality, dependability Key 2019 snowmobile product introductions included the Polaris INDY XC 137, Polaris INDY XCRand performance. In 2014, we introduced the all-new AXYS chassis platform for the flatland rider, and in 2015, we introduced the AXYS chassis platform for the mountain rider.Polaris RMK KHAOS. We also producemanufacture a snow bike conversion kit system under the Timbersled brand. 2020 model year suggested retail prices on the Timbersled systems range from approximately $2,000 to $7,000.
We design, engineer, produce or supply a variety of replacement parts and Polaris Engineered Accessories® for our snowmobiles and snow bike conversion kits. Snowmobile accessories include covers, traction products, reverse kits, electric starters, tracks, bags, windshields, oil and lubricants. We also market a full line of recreationalgear and apparel for our snowmobiles, including helmets, goggles, jackets, gloves, boots, bibs, pants and hats. Aftermarket brands in our snowmobile category include Klim, which primarily specializes in premium technical riding gear for the snowmobile industry,Gear and 509, which is an aftermarket leader in snowmobile helmets and goggles. Apparelapparel is designed to our specifications, purchased from independent vendors and sold by us through our dealers, and distributors, and online under our brand names.online.
Motorcycles. In 1998,2019, we began manufacturing V-twin cruiserheld the number two position in North American market share for the 900cc+ category. Our motorcycles under the Victory® brand name. In 2011, we acquiredlineup includes Indian Motorcycle Company, America’s first motorcycle company, and in 2013 we re-launched the Indian Motorcycle® brand. The three-wheel motorcycle, Slingshot, was introduced in 2014.a 3-wheel open air roadster. Our 20172020 model year line of motorcycles for Victory, Indian Motorcycle and Slingshot consists of approximately 2425 models with suggested retail prices ranging from approximately $9,000 to $30,000$39,000 in the United States. In January 2017, we2019, Indian Motorcycle debuted its much anticipated Challenger, a heavyweight touring bike. Also, Polaris Slingshot announced the wind down of Victory Motorcycles.its all-new 2020 lineup, which is available with its new AutoDrive transmission.
We design, engineer, produce or supply a variety of replacement parts and accessories for our motorcycles. Motorcycle accessories include saddle bags, handlebars, backrests, exhaust,exhausts, windshields, seats, oil and various chrome accessories. We also market a full line of recreationalgear and apparel for our motorcycles, including helmets, jackets, leathers and hats. We also market Klim as an aftermarket brand in our motorcycle category. ApparelGear and apparel is designed to our specifications, purchased from independent vendors and sold by us through our dealers and distributors, and online under our brand names.
Global Adjacent Markets - Work and Transportation. Markets. Our Work and Transportation brands include GEM, Goupil, Aixam, ProXD, and Taylor-Dunn. Our Global Adjacent Markets vehicles includeTaylor-Dunn, offering low emission vehicles, light duty hauling, passenger vehicles and industrial vehicles. Across these brands we offer approximatelyover 60 models with

suggested retail prices ranging from approximately $6,000$6,500 to $80,000. Work and Transportation$86,200. Global Adjacent Markets also includes all commercial vehicles, BRUTUS® side-by-side vehicles, and all business-to-business (B2B) applications of ORV, Snowmobiles, and Motorcycles outside of our traditional dealer channels.
Global Adjacent Markets - Military/Government. We In addition, we offer a military version ATVATVs and side-by-side vehicles with features specifically designed for ultra-light tactical military applications. These vehicles provide versatile mobility for

up to nine passengers, and include DAGOR,, Sportsman MV and MRZR®. MRZR. Our standard line of military and government vehicles consists of seveneight models at suggested United States retail prices ranging from approximately $11,000$15,000 to $163,000.$196,000.
SignificantAcquisition
On October 11, 2016, we entered into a definitive agreement with TAP Automotive Holdings, LLC
(“Transamerican Auto Parts” or “TAP”), to acquire the outstanding equity interests inAftermarket. Our aftermarket portfolio of brands include Transamerican Auto Parts (“TAP”), which is a privately held, vertically integrated manufacturer, distributor, retailer and installer of off-road Jeep and truck accessories, for an aggregate consideration of $668.8 million, net of cash acquired. The transaction closed on November 10, 2016. We funded the purchase price with borrowings under our existing credit facilities.
accessories. TAP is a leading participant in aftermarket parts and accessories for light trucks, Jeeps, sport-utility vehicles and other four-wheel drive vehicles. TAP sells through its retail stores, call center and e-commerce sites, while also supporting numerous independent accessory retailers/installers through their wholesale distribution network.
TAP conducts business through a three-pronged sales, service, and manufacturing paradigm. TAP has 76 brick-and-mortar retail centers, staffed with experienced product and installation specialists. TAP’s omni-channel retail strategy includes a significant e-commerce business including 4WheelParts.com and 4WD.com. The TAP e-commerce network facilitates consumer sales, service and support, including “pick-up-in-store.” TAP’s manufacturing system features a research and production facility that incorporates an in-house conceptualization, design, and development process. Industry-leadingowned brands owned by TAP include Pro Comp, Smittybilt, Rubicon Express, Poison Spyder, Trail Master, LRG and G2 Axle & Gear.
Other brands within our aftermarket portfolio include Kolpin, Pro Armor, Klim, 509, and Trail Tech. Aftermarket brands in our off-road category include Kolpin, a lifestyle brand specializing in purpose-built and universal-fit accessories for a variety of off-road vehicles and off-road outdoor enthusiasts, and Pro Armor, a lineup that specializes in accessories for performance side-by-side vehicles and ATVs. Aftermarket brands in our snowmobile category include Klim, which specializes in premium technical riding gear for the snowmobile, motorcycle and off-road industries, and 509, which is an aftermarket leader in snowmobile apparel, helmets and goggles.
Boats. Our brands include Bennington, Godfrey, Hurricane, Rinker, Larson, and Striper with a full offering of pontoon, deck, cruiser and fishing boats. These brands are strategically positioned with over 500 base models across a range of price points. We also offer custom layouts and features and work with numerous engine manufacturers enabling customers to build exactly what they want. Suggested retail prices range from approximately $13,000 to $400,000. In 2019, Polaris Boats, including the Bennington and Godfrey brands, was the market share leader in pontoon boats and our Hurricane brand was the market share leader in deck boats.
SignificantAcquisitions
Boats. On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, we completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which manufactures boats (“Boat Holdings”).
The transaction was structured as an acquisition of 100% of the outstanding equity interests in Boat Holdings for aggregate consideration of $806.7 million, net of cash acquired, subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business of Boat Holdings at the closing date. A portion of the aggregate consideration equal to $100.0 million will be paid in the form of a series of deferred annual payments over 12 years following the closing date.
We funded the purchase price for the acquisition by amending, extending, and up-sizing our credit facility and with the proceeds of the issuance of 4.23% Senior Notes, Series 2018, due July 3, 2028.
Manufacturing and Distribution Operations
Our products are primarily assembled at our 1819 global manufacturing facilities. We are vertically integrated in several key components of our manufacturing process, including plastic injection molding, precision machining, welding, clutch assembly and painting. Fuel tanks, tracks, tires, seats and instruments, and certainCertain other component parts are purchased from third-party vendors. Raw materials or standard parts are readily available from multiple sources for the components manufactured by us. Polaris Boats has a long-term supply contract with an engine manufacturer, which requires a certain share of total engine purchases, and includes favorable pricing, as well as various growth and volume incentives. 
During 2016, approximately 80 percent of the total vehicles we produced were powered by engines designed and assembled by us, with the remainder purchased from other suppliers. We do not anticipate any significant difficulties in obtaining substitute supply arrangements for other raw materials or components that we generally obtain from limited sources.sources (however our costs could increase if we are required to switch suppliers).
Contract carriers ship our products from our manufacturing and distribution facilities to our customers. We maintain several leased wholegoods distribution centers where final set-up and up-fitting is completed for certain models before shipment to dealers, distributors, and customers.
Our corporate headquarters facilities arefacility is in Medina, and Plymouth, Minnesota, and we maintain 2531 other sales and administrative facilities across the world. Our products are distributed to our dealers, distributors, and customers through a network of 3033 distribution centers, including third-party providers.

Production Scheduling
We produce and deliver our products throughout the year based on dealer, distributor, and customer orders. Side-by-side orders are placed in approximately two-week intervals for the high volume dealers driven by retail sales trends at the individual dealership. Smaller dealers utilize a similar process, but on a less frequent ordering cycle. Side-by-side retail sales activity at the dealer level drives orders which are incorporated into each product’s production scheduling. International distributor ORV orders are taken throughout the year. Orders for each year’s production of snowmobiles are placed by the dealers and distributors in the spring. Non-refundable deposits made by consumers to dealers in the spring for pre-ordered snowmobiles assist in production planning.
We utilize our Retail Flow Management (RFM) ordering system for motorcycle, side-by-side, and ATV dealers. The RFM system allows dealers to order daily, create a segment stocking order, and eventuallyto reduce order fulfillment times to what we expect will be less than 18 days. We are implementing the RFM system for our side-by-side vehicles in 2017.times.
For snowmobiles, we offer a pre-order SnowCheck program in the spring for our customers.customers that assists us in production planning. This program allows our customers to order a true factory-customized snowmobile by selecting various options, including chassis, track, suspension, colors and accessories. ManufactureManufacturing of snowmobiles commences in late winter of the previous season and continues through late

autumn or early winter of the current season. We manufacture ORVs, motorcycles, and people mobility vehicles year round.
For boats, through the use of offseason incentive programs, we adhere to level production throughout the year, minimizing disruption to the workforce and vendor network. 
Sales and Marketing
Sales of some of the Company’s product lines, such as snowmobiles and boats, are seasonal. However, certain of these products are also sold during offsetting seasons, reducing the overall seasonal impact on the Company.
Our powersports products are sold through a network of approximately 1,8002,200 independent dealers in North America, and approximately 1,7001,400 independent international dealers through 2932 subsidiaries, and approximately 8085 independent distributors in over 100120 countries outside of North America. With the exception of France, the United Kingdom, Sweden, Norway, Australia, New Zealand, Germany, Spain, China, India, Mexico and Brazil, sales of our non-Global Adjacent Markets vehicles in Europe and other offshore markets are handled through independent distributors. A majority of our dealers and distributors are multi-line dealers and also carry competitor products.products, however few carry our full line of products and, while relatively consistent, the actual number of dealers can vary from time to time.
ORV/Snowmobiles. We sell our ORVs directly to a network of over 1,500 dealers.1,400 dealers in North American. Many of our ORV dealers and distributors are also authorized snowmobile dealers, and are located in the snowbeltsnowbelt regions of the United States and Canada. We sell our snowmobiles to a network of over 700approximately 630 dealers. Klim, Kolpin, Pro Armor, Timbersled and 509 each have their own dealer/distributor networks.
Motorcycles. Victory and Indian motorcyclesMotorcycle and Slingshot are distributed directly through independently owned dealers and distributors, except in Australia where we have four Company-owned retail stores. Victory motorcycles are sold through a network of approximately 400 dealers, whiledistributors. Indian motorcycles are sold through a network of approximately 200 North American dealers. We expect the number of Indian retailing dealerships to continue to increase over the coming years.dealers, and Slingshot currently has approximately 500350 North American dealers retailing as of the end of 2016.dealers.
Global Adjacent Markets. Within Global Adjacent Markets, our Work and Transportation vehicles each have their own distribution networks through which their respective vehicles are distributed. GEM has approximately 200 dealers. Goupil and Aixam sell directly to customers in France, through subsidiaries in certain Western European countries and through several dealers and distributors for markets outside such countries. Taylor-Dunn has approximately 180 United States dealers and approximately 50 international dealers.
In addition, we sell Polaris vehicles directly to military and government agencies and other national accounts and supply a highly differentiated side-by-side vehicle to Bobcat Company (“Bobcat”), to dealerships in North America.Company. We have a partnership with Ariens Company (“Ariens”), a manufacturer of outdoor power equipment. Through the partnership, we leverage each other’s dealer networks, share certain technologies and research and development, and supply Ariens with a highly differentiated work vehicle to sell through its dealer network.
Aftermarket. TAP sells through its retail stores, call center, and e-commerce sites, while also supporting numerous independent accessory retailers/installers through their wholesale distribution network. TAP conducts business through a three-pronged sales, service, and manufacturing paradigm. TAP has 95 brick-and-mortar retail centers, staffed with experienced product and installation specialists. TAP’s omni-channel retail strategy includes a significant e-commerce business with 4WheelParts.com and 4WD.com. The TAP e-commerce network facilitates consumer sales, service and support, including “pick-up-in-store.”
Kolpin Outdoors, Pro Armor and Trail Tech are marketed through Apex Product Group, a unified sales and customer service company, which makes it easier and more efficient for dealers to purchase those brands. Klim and 509 each have their own dealer/distributor networks.

Boats. In a highly fragmented industry, our extensive, experienced and loyal network of over 500 active dealers is a competitive advantage, helping to generate steady demand. Concentrated primarily in North America, this dealer network is organized into distinct sales territories supported by experienced sales reps and leadership.
Dealer agreements. Dealers and distributors sell our products under contractual arrangements pursuant to which the dealer or distributor is authorized to market specified products and is required to carry certain replacement parts and perform certain warranty and other services. Changes in dealers and distributors take place from time to time. We believe a sufficient number of qualified dealers and distributors exist in all geographic areas to permit an orderly transition whenever necessary.areas.
Polaris Acceptance.Floor plan financing. Polaris Acceptance provides floor plan financing to our ORV, snowmobile, and motorcycle dealers in the United States under our current partnership agreement with Wells Fargo. Wells Fargo acquired the business in the first quarter of 2016. We have a 50 percent equity interest in Polaris Acceptance, and do not guarantee the outstanding indebtedness of Polaris Acceptance. As part of the agreement, Polaris sells portions of its receivable portfolio to a securitization facility (“Securitization Facility”), from time to time on an ongoing basis.. The partnership agreement is effective through February 2022.2027. See Notes 56 and 910 of Notes to Consolidated Financial Statements for a discussion of this financial services arrangement.
We have arrangements with Polaris Acceptance (United States) and, Wells Fargo affiliates (Australia, Canada, France, Germany, the United Kingdom, Ireland, China and New Zealand), and TCF Financial Corporation (“TCF”) to provide floor plan financing for our dealers. A majority of our North American sales of snowmobiles, ORVs, motorcycles, Global Adjacent Markets vehiclesboats, and related PG&A are financed under arrangements whereby we are paid within a few days of shipment of our product. We participate in the cost of dealer financing and have agreed to repurchase products from the finance companies under certain circumstances and subject to certain limitations. We have not historically been required to repurchase a significant number of units; however, there can be no assurance that this will continue to be the case. See Note 910 of Notes to Consolidated Financial Statements for a discussion of these financial services arrangements.
Customer financing. We do not offer consumer financing directly to the end users of our products. Instead, we have agreements in place with various third party financing companies, to provide financing services to those end consumers.

A wholly-owned subsidiary of Polaris has a multi-year agreement with Sheffield Financial (“Sheffield”) pursuant to which Sheffield agreed to make available closed-end installment consumer and commercial credit to customers of our dealers for Polaris products. The current installment credit agreement under which Sheffield provides installment credit lending for ORVs, snowmobiles, and certain other Polaris products expires in February 2021.December 2024.
A wholly-owned subsidiary of Polaris entered into a multi-year agreement with Evergreen Bank Group, in September 2016. The agreement establishedunder which Performance Finance, as a division of Evergreen Bank Group, makes available closed-end installment credit to customers of our dealers for both Polaris and is exclusively focused on the financing of Polaris motorcycles. The agreement replaced our previous arrangement with Freedom Road.non-Polaris products. The current installment credit agreement under which Performance Finance provides installment credit lending for Polaris and non-Polaris products expires in December 2026. A portion of the agreement that is exclusively focused on the financing of Polaris motorcycles expires in December 2021.
A wholly-owned subsidiary of Polaris has a multi-year contract with Synchrony Bank, under which Synchrony Bank makes available closed-end installment consumer and commercial credit to customers of our dealers for both Polaris and non-Polaris products. The current installment credit agreement under which Synchrony Bank provides installment credit lending for Polaris products expires in December 2020.2025.
Marketing. Our marketing activities are designed primarily to promote and communicate directly with consumers to assist the selling and marketing efforts of our dealers and distributors. We make available and advertise discount or rebate programs, retail financing or other incentives for our dealers and distributors to remain price competitive in order to accelerate retail sales to consumers. We advertise our products directly to consumers using print advertising in the industry press and in user group publications and on the internet, social media, billboards, television and radio. We also provide media advertising and partially underwrite dealer and distributor media advertising to a degree and on terms which vary by product and from year to year. We produce promotional filmsvideos for our products, which are available to dealers for use in the showroom or at special promotions. We also provide product brochures, posters, dealer signs and miscellaneous other promotional items for use by dealers.
We expended $342.2spent $559.1 million, $316.7$491.8 million and $314.5$471.8 million for sales and marketing activities in 2016, 20152019, 2018 and 2014,2017, respectively.

Engineering, Research and Development, and New Product Introduction
We have approximately 8501,300 employees who are engaged in the development and testing of existing products and research and development of new products and improved production techniques, located primarily in our Roseau and Wyoming, Minnesota, Chula Vista, California facility, and Elkhart, Indiana facilities and in Burgdorf, Switzerland.
We utilize internal combustion engine testing facilities to design and optimize engine configurations for our products. We utilize specialized facilities for matching engine, exhaust system and clutch performance parameters in our products to achieve desired fuel consumption, power output, noise level and other objectives. Our engineering department is equipped to make small quantities of new product prototypes for testing and for the planning of manufacturing procedures. In addition, we maintain numerous facilities where each of the products is extensively tested under actual use conditions. We utilize our Wyoming, Minnesota facility for engineering, design and development personnel for our line of engines and powertrains, ORVs, motorcycles, and certain Global Adjacent Market vehicles, and our Roseau, Minnesota facility for our snowmobile and certain ATV research and development. We utilize our Elkhart, Indiana facility for engineering, design and development for our boats research and development. We also own Swissauto Powersports Ltd., an engineering company that develops high performance and high efficiency engines and innovative vehicles.
We expended $185.1 million, $166.4 million and $148.5 million for research and development activities in 2016, 2015 and 2014, respectively.
Intellectual Property
Our products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our global operations include RANGER, RZR, GENERAL, SPORTSMAN, INDIAN MOTORCYCLE, SLINGSHOT, BENNINGTON, TAYLOR-DUNN, GEM, GOUPIL, KLIM, 509, KOLPIN, and PROARMOR. We rely on a combination of patents, trademarks, copyrights, trade secrets, and nondisclosure and non-competition agreements to establish and protect our intellectual property and proprietary technology. We have filed and obtained numerous patentsthese marks as appropriate through registrations in the United States and abroad,other jurisdictions. Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their registrations are properly maintained and regularly filethey have not been found to have become generic. Registrations of trademarks can also generally be renewed indefinitely for as long as the trademarks are in use.
We continue our focus on developing and marketing innovative, proprietary products, many of which use proprietary expertise, trade secrets, and know-how. We consider the collective rights under our various patents, which expire from time to time, a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent applications worldwide in our continuing effort to establish and protect our proprietary technology. Additionally, we have numerous registered trademarks, trade names and logos in the United States, Canada and other international countries.or group of related patents.

Competition
The off-road vehicle, snowmobile, motorcycle, boat, people mobility and work utility solutions, and aftermarket marketsindustries in the United States, Canada and other global markets are highly competitive. OurAs a powersports original equipment manufacturer (OEM), our competition primarily comes from North American, European, and Asian manufacturers. As a boat OEM, our competition primarily comes from North American and AsianEuropean manufacturers. For our aftermarket business, our competition is highly fragmented across the retail and online channels. Competition in such markets is based upon a number of factors, including price,

quality, reliability, styling, product features and warranties. At the dealer level, competition is based on a number of factors, including sales and marketing support programs (such as financing and cooperative advertising). Certain of our competitors are more diversified, benefit from different laws and regulatory schemes outside the US, and have financial and marketing resources that are substantially greater than those of Polaris.
We believe that our products are competitively priced and our sales and marketing support programs for dealers are comparable to those provided by our competitors. Our products compete with many other recreational products for the discretionary spending of consumers, and to a lesser extent, with other vehicles designed for utility applications.
Product Safety & Regulatory Affairs
Product safety regulations. Federal, state/provincial and Regulation
Safety regulation. The federal government and individual stateslocal governments around the world have promulgated and/or are considering promulgating laws and regulations relating to the use and safety of certain of our products. The federal government is currentlyFor example, in the primary regulator of product safety. TheUnited States, the Consumer Product Safety Commission (CPSC) has federal oversight over product safety issues related to snowmobiles, snow-bikes and off-road vehicles. The National Highway Transportation Safety Administration (NHTSA) has federal oversight over product safety issues related to motorcycles (including Slingshot) and on-road people mobility vehicles.vehicles (including GEM). The U.S. Coast Guard (part of the U.S. Department of Homeland Security) is the federal agency responsible for maritime safety, security and environmental stewardship in U.S. ports and waterways.
In August 2008, the

The Consumer Product Safety Improvement Act (“Act”) was passed which, among other things, required(the Act) requires ATV manufacturers and distributors to comply with previously voluntary American National Standards Institute (ANSI) safety standards developed by the Specialty Vehicle Institute of America (SVIA). The Act also requires CPSC to update the mandatory standard (if it deems doing so to be appropriate) based on updates to the voluntary ANSI/SVIA standards, which has occurred.  The Act also includes a provision that requires the CPSC to complete an ongoing ATV rulemaking process regarding the need for safety standards or increased safety standards for ATVs.  This process has not yet resulted in the issuance of a final rule.  We believe that our products comply with all applicable CPSC, ANSI and/or SVIA safety standards as well as all other applicable safety standards in the ANSI/SVIA standards, andU.S. or internationally.  In addition, we have had an action plan on file with the CPSC since 1998 regarding safety related issues. The Act also includes a provision that requires the CPSC to complete an ATV rulemaking process it started in August 2006 regarding the need for safety standards or increased safety standards for ATVs, which has not yet resulted in the issuance of a final rule.
We are a member of the Recreational Off-Highway Vehicle Association (ROHVA), which was established to promote the safe and responsible use of side-by-side vehicles also known as Recreational Off-Highway Vehicles (ROVs), a category that includes our RANGER, PolarisGENERAL,RZR, and Polaris ACE vehicles. Since early 2008, ROHVA has been engaged in a comprehensive process for developing and updating a voluntary standard for equipment, configuration and performance requirements of ROVs through ANSI. Comments on the draft standards have been actively solicited from the CPSC and other stakeholders as part of the ANSI process. The standard, which addresses stability, occupant retention and other safety performance criteria, was approved and published by ANSI in March 2010, and then revised in 2011, 2014 and 2016.
In October 2009, the CPSC published an advance notice of proposed rulemaking regarding ROV safety under the Consumer Product Safety Act. In December 2014, the CPSC published a Notice of Proposed Rulemaking that includes proposed mandatory safety standards for ROVs in the areas of lateral stability, steering and handling, and occupant retention. Polaris, by itself and through ROHVA,Recreational Off-Highway Vehicle Association (ROHVA), has expressed concerns about the proposed mandatory standards, whether they would actually reduce ROV incident rates, whether the proposed tests are repeatable and appropriate for ROVs, and the unintended safety consequences that could result from them. As a result of those concerns, revisions to the voluntary ANSI/ROHVA standard were proposed. In 2015, CPSC staff expressed support for the proposed 2016 revisions to the ANSI standard, which may allowand subsequently recommended that the CPSC to terminate its rule-making process. We are unable to predict the outcome of the CPSC rule-making process or the ultimate impact of any resulting rules on our business and operating results.
We are a member of the International Snowmobile Manufacturers Association (ISMA)ROHVA, which was established to promote the safe and responsible use of side-by-side vehicles also known as Recreational Off-Highway Vehicles (ROVs), a trade association formed to promote safety incategory that includes our RANGER, Polaris GENERAL, and RZR vehicles. ROHVA develops, through ANSI, voluntary standards for equipment, configuration and performance requirements of ROVs. Comments on the manufacturedraft standards have been actively solicited from the CPSC and use of snowmobiles, among other things. ISMA members include allstakeholders as part of the major snowmobile manufacturers.ANSI process. The ISMA members are also members of the Snowmobile Safetystandard, which addresses stability, occupant retention and Certification Committee, which promulgated voluntary soundother safety performance criteria, was approved and safety standards for snowmobiles that have been adopted as regulations in some states of the United States and in Canada. These standards require testing and evaluationpublished by an independent testing laboratory.ANSI.  We believe that our snowmobiles have always compliedproducts comply with all applicable ROHVA/ANSI safety standards, relevant to snowmobiles.as well as all other applicable safety standards in the U.S. or internationally.
Motorcycles and certain people mobility vehicles are subject to federalcertain U.S. and foreign vehicle safety and equipment standards, including those standards administered by the NHTSANHTSA. Our products and their operators are also subject to various international state and local vehicle equipment and safety standards. Our products are occasionally classified differently in various international jurisdictions. For example, our Slingshot vehicle is classified as a motorcycle under U.S. federal law, but may be classified differently in other jurisdictions. At the state level in the U.S., in approximately 48 states the Slingshot is classified as an autocycle, which permits it to be driven with a standard drivers license. We believe our motorcycles (including Slingshot) and, people mobility vehicles, and all other of our on-road products comply with all applicable federalU.S and stateinternational safety standards.

and equipment standards pursuant to each product’s classification.
Our Boats products are also subject to international standards related tomarine safety in places where we sell our products outsideregulations for vessels developed and enforced by the United States.U.S. Coast Guard and its foreign equivalents. We believe that our motorcycles, ORVs, snowmobiles, snow-bikesmarine products comply with all applicable U.S. and people mobility vehiclesinternational safety, design, construction and equipment standards.  We are committed to improving recreational boating safety, we maintain strong leadership roles in many international maritime organizations, and we have compliedsupported and continue to support a variety of government and nongovernment boating safety efforts in partnership with government agencies and marine industry associations.
Industry Associations. We participate in a number of industry associations relating to our products, including the National Association of Manufacturers, the Recreational Off-Highway Vehicle Association, the Specialty Vehicle Institute of America, the Outdoor Power Equipment Institute, the International Snowmobile Manufacturers Association, the Motorcycle Industry Council, the Motorcycle Safety Foundation, the U.S. Motorcycle Manufacturers Association, the International Motorcycle Manufacturers Association, ACEM, the National Marine Manufacturers Association, and the American Boat & Yacht Council. These associations focus on key issues affecting the manufacture, marketing, and use of our products, including safety standards. We believe our products comply with the applicable safetyindustry standards in the United Statesestablished within these associations.
Product use regulations. Federal, state/provincial and other international locations.
Use regulation. Local, state and federallocal laws and regulations around the world have been promulgated, and at various times, ordinances or legislation is introduced, relating to the use or manner of use of our

products. Some states and municipalitiesgovernment entities have adopted, or are considering the adoption of, legislation and local ordinancesadopting, laws that restrict the use of ORVs and snowmobiles to specified hours and locations. TheFor example, the U.S. federal government also has legislative and executive authority to restrict the use of ORVs, snowmobiles and snowmobilesother products in some national parks and on federal lands. In several instances, this restriction has been a ban on the recreational use of these vehicles.products in these areas.
Emissions. TheEnvironmental regulations. Federal, state/provincial and local governments around the world have adopted and/or are considering adopting laws relating to the reduction or elimination of certain substances and materials in consumer products and the reduction of vehicle greenhouse gas emissions. These regulations are an important component of global environmental and climate protection, and therefore form a key regulatory framework in the design of our products.
For example, in the United States, the federal Environmental Protection Agency (EPA) and the California Air Resources Board (CARB) have both adopted emissions regulations in these areas which are applicable to certain of our products.
Our products are also subject to international emission laws and regulations in places where we sell our products outside the United States.  Canada’s emission regulations for motorcycles, ORVs and snowmobiles are similar to those in the United States, and Polaris complies with the applicable Canada requirements.States. The Europe Union currently regulates emissions from our motorcycles and certain of our ATV-based products for which we obtain whole vehicle type approvals, and these products meet the applicable requirements. In 2014, the European Parliament and Council finalized the details of new regulations that made these European emission requirements more stringent, beginning in 2016. The first motorcycle and ATV-based product certifications were successfully executed in 2016.approvals. Emissions from certain other Polaris ORV and snowmobile engines in vehicles sold in the EU willmay be covered in the future by the non-road mobile machinery directive, which issubject to additional regulations currently being finalized. Polaris isunder consideration there. We are developing compliance solutions for these future EU emissions regulations.
We believe that our products comply with applicable emission standards and related regulations in the United States and internationally. We are unable to predict the ultimate impact of the adopted or proposed new regulations on our business. We arealso currently developing and obtaining engine and emission technologies to meet the requirements of the future anticipated international emission standards.
We believe that our products comply with all applicable U.S. and international environmental standards and related regulations, including but not limited to all applicable emissions and product substance and materials laws. We are unable to predict the ultimate impact of any proposed new environmental regulations on our business. Risks may also emerge in connection with the adherence to these environmental regulatory requirements, particularly in the case of regulatory vagueness that may be interpreted differently by Polaris and the agencies responsible for the respective regulations.
Employees
Due to the seasonality of our business and certain changes in production cycles, total employment levels vary throughout the year. Despite such variations in employment levels, employee turnover has not been high.disruptive to operations. During 2016,2019, on a worldwide basis, we employed an average of approximately 8,60014,000 full-time persons, a six17 percent increase from 2015. Including our 2016 acquisitions, we employed approximately 10,000 full-time persons asthe 2018 average, driven by the acquisition of December 31, 2016.Boat Holdings. Approximately 3,8005,000 of our employees are salaried. We consider our relations with our employees to be excellent.
Available Information
Our Internet website is http://www.polaris.com. We make available free of charge, on or through our website, our annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with the Securities and Exchange Commission. We also make available through our website our corporate governance materials, including our Corporate Governance Guidelines, the charters of the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Technology Committee of our Board of Directors, and our Code of Business Conduct and Ethics.Ethics, and our Corporate Stewardship Report. Any shareholder or other interested party wishing to receive a copy of these corporate governance materials should write to Polaris Industries Inc., 2100 Highway 55, Medina, Minnesota 55340, Attention: Investor Relations. Information contained on our website is not part of this report. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that side (http://www.sec.gov).
Forward-Looking Statements
This 20162019 Annual Report contains not only historical information, but also “forward-looking statements” intended to qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” can generally be identified as such because the context of the statement will include words such as we or our management “believes,” “anticipates,” “expects,” “estimates” or words of similar import. Similarly, statements that describe our future plans, objectives or goals, such as future sales, shipments, net income, net income per share, future cash flows and capital requirements, operational initiatives, tariffs, currency fluctuations, interest rates, and commodity costs, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements, are also forward-looking. Forward-looking statements may also be made from time to time in oral presentations, including telephone conferences and/or webcasts open to the public. Shareholders, potential investors and others are cautioned that all forward-looking statements involve

Potential risks and uncertainties include such factors as the Company’s ability to successfully implement its manufacturing operations and supply chain initiatives, product offerings, promotional activities and pricing strategies by competitors; economic conditions that could cause resultsimpact consumer spending; disruptions in future periodsmanufacturing facilities or supply chains; acquisition integration costs; product recalls, warranty expenses; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather; commodity costs; freight and tariff costs (tariff relief or ability to differ materially from those anticipated by somemitigate tariffs); changes to international trade agreements; uninsured product liability claims; uncertainty in the retail and wholesale credit markets; performance of affiliate partners; changes in tax policy; relationships with dealers and suppliers; and the statements made in this report, including the risksgeneral overall economic and uncertainties described below under the heading entitled “Item 1A

—Risk Factors” and elsewhere in this report.political environment. The risks and uncertainties discussed in this report are not exclusive and other factors that we may consider immaterial or do not anticipate may emerge as significant risks and uncertainties.
Any forward-looking statements made in this report or otherwise speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures made on related subjects in future quarterly reports on Form 10-Q and current reports on Form 8-K that are filed with or furnished to the Securities and Exchange Commission.

Information about our Executive Officers of the Registrant
Set forth below are the names of our executive officers as of February 16, 2017,13, 2020, their ages, titles, the year first appointed as an executive officer, and employment for the past five years:
Name and Position Age Title Business Experience During the Last Five or More Years
Scott W. Wine
49
Chairman of the Board of Directors and Chief Executive Officer
52Mr. Wine joined Polaris as Chief Executive Officer on September 1, 2008, and was named Chairman of the Board of Directors in January 2013.
Kenneth J. Pucel
Michael T. Speetzen
Executive Vice President—Chief Financial Officer
 50 
Mr. Speetzen joined Polaris in August 2015 as Executive Vice President—Chief Financial Officer. Prior to joining Polaris, Mr. Speetzen was Senior Vice President and Chief Financial Officer of Xylem, Inc. since 2011.
Kenneth J. Pucel
Executive Vice President—Global Operations, Engineering and Lean
Michael T. Speetzen 4753 Mr. Pucel joined Polaris in December 2014 as Executive Vice President—FinanceGlobal Operations, Engineering and Chief Financial OfficerLean. Prior to joining Polaris, Mr. Pucel was Executive Vice President of Global Operations, Quality and Technology at Boston Scientific Corporation (BSC) and was a member of BSC’s Executive Committee from 2004 to 2014.
Lucy Clark Dougherty
Senior Vice President—General Counsel, Chief Compliance Officer and Secretary
50
Ms. Clark Dougherty joined Polaris in January 2018 as Senior Vice President—General Counsel, Chief Compliance Officer and Secretary. Prior to joining Polaris, Ms. Clark Dougherty was deputy general counsel at General Motors for Global Markets, Autonomous Vehicles and Transportation as a Service since June 2017. Prior to that role, Ms. Clark Dougherty held several positions at General Motors.

Robert P. Mack
Senior Vice President—Corporate Development and Strategy, and President—Global Adjacent Markets and Boats
 4750 Mr. Mack joined Polaris in April 2016 as Senior Vice President—Corporate Development and Strategy, and President—Adjacent MarketsMarkets. Prior to joining Polaris, Mr. Mack was Vice President, Corporate Development for Ingersoll Rand plc.
Stacy L. Bogart53Senior Vice President—General Counsel, Compliance Officer and Secretary
Michael D. Dougherty49President—International
Stephen L. Eastman52President—Parts, Garments and Accessories
Matthew J. Homan45President—Off-Road Vehicles
James P. Williams
54
Senior Vice President—Chief Human Resources Officer
57Mr. Williams was appointed Senior Vice President—Chief Human Resources Officer in September 2015. Prior to this Mr. Williams was Vice President—Human Resources since April 2011.
Michael D. Dougherty
President—Motorcycles and International
52Mr. Dougherty was appointed President—Motorcycles and International in December 2019. Prior to this, Mr. Dougherty was President—International since September 2015 and Vice President—Asia Pacific and Latin America since August 2011.
Stephen L. Eastman
President—Aftermarket/Parts, Garments and Accessories
55Mr. Eastman has been President—Aftermarket/Parts, Garments and Accessories since September 2015. Prior to his current role, he was Vice President—Parts, Garments and Accessories since February 2012.
Steven D. Menneto
President—Off-Road Vehicles
54Mr. Menneto joined Polaris in 1997 and has held several leadership positions since his most recent appointment in December 2019 as President—Off-Road Vehicles. Prior to his current role, Mr. Menneto was President—Motorcycles since September 2015.
Christopher S. Musso
Senior Vice President—Electrification Strategy
45Mr. Musso was appointed Senior Vice President—Electrification Strategy in December 2019. Mr. Musso joined Polaris in November 2017 as President—Off-Road Vehicles. Prior to joining Polaris, Mr. Musso was a senior partner and leader of McKinsey & Company’s Americas Product Development group.
Executive officers of the Company are elected at the discretion of the Board of Directors with no fixed terms. There are no family relationships between or among any of the executive officers or directors of the Company.
Mr. Wine joined Polaris Industries Inc. as Chief Executive Officer on September 1, 2008, and was named Chairman of the Board of Directors in January 2013.
Mr. Pucel joined Polaris in December 2014 as Executive Vice President—Global Operations, Engineering and Lean. Prior to joining Polaris, Mr. Pucel was with Boston Scientific Corporation (BSC), a global provider of medical solutions, where Mr. Pucel held the position of Executive Vice President of Global Operations, Quality and Technology and was a member of BSC’s Executive Committee from 2004 to 2014.
Mr. Speetzen has been Executive Vice President—Finance and Chief Financial Officer of the Company since August 2015. Prior to joining Polaris, Mr. Speetzen was Senior Vice President and Chief Financial Officer of Xylem, Inc., a provider of fluid technology and equipment solutions for water issues, since 2011, when the company was formed from the spinoff of the water businesses of ITT Corporation.
Mr. Mack joined Polaris in April 2016 as Senior Vice President—Corporate Development and Strategy, and President—Adjacent Markets. Prior to joining Polaris, Mr. Mack was Vice President, Corporate Development for Ingersoll Rand plc, a diversified industrial company. In that role since July 2010, he had global responsibility for the company’s acquisition and divestiture activities.
Ms. Bogart has been Senior Vice President—General Counsel, Compliance Officer and Secretary of Polaris since September 2015. Prior to her current role, she was Vice President—General Counsel and Compliance Officer since November 2009 and Corporate Secretary since January 2010.
Mr. Dougherty has been President—International since September 2015.  Prior to his current role, he was Vice President—Asia Pacific and Latin America since August 2011.
Mr. Eastman has been President—Parts, Garments and Accessories since September 2015. Prior to his current role, he was Vice President—Parts, Garments and Accessories since February 2012. Prior to joining Polaris, Mr. Eastman was President of Target.com for Target Corporation, a general merchandise retailer, from July 2008 to October 2011.
Mr. Homan was promoted to President—Off-Road Vehicles in January 2016. Mr. Homan has held several key leadership positions at Polaris. Prior to his current role, most recently he was President—Global Adjacent Markets since September 2015, Vice President—Global Adjacent Markets since July 2014, Vice President—EMEA since August 2011.

Mr. Williams was appointed Senior Vice President—Chief Human Resources Officer in September 2015. Prior to this Mr. Williams was Vice President—Human Resources since April 2011.
Item 1A. Risk Factors
The following are significant factors known to us that could materially adversely affect our business, financial condition, cash flows, or operating results, as well as adversely affect the value of an investment in our common stock.
A significant adverse determination in any material product liability claim against us could adversely affect our operating results or financial condition.
The manufacture, sale and usage of our products expose us to significant risks associated with product liability claims. If our products are defective or used incorrectly by our customers, bodily injury, property damage or other injury, including death, may result and this could give rise to product liability claims against us or adversely affect our brand image or reputation. Any losses that we may suffer from any product liability claims, and the effect that any product liability litigation may have upon the reputation and marketability of our products, may have a negative impact on our business and operating results.
Because of the high cost of product liability insurance premiums and the historically insignificant amount of product liability claims paid by us, we were self-insured from 1985 to 1996 and from 2002 to 2012. From 1996 to 2002, and beginning again in 2012, we purchased excess insurance coverage for catastrophic product liability claims for incidents occurring subsequent to the policy date that exceeded our self-insured retention levels. The estimated costs resulting from any losses are charged to expense when it is probable a loss has been incurred and the amount of the loss is reasonably determinable.
We had a product liability reserve accrued on our balance sheet of $45.1 million at December 31, 2016 for the probable payment of pending claims related to product liability litigation associated with our products. We believe such accrual is adequate. We do not believe the outcome of any pending product liability litigation will have a material adverse effect on our operations. However, no assurance can be given that our historical claims record, which did not include ATVs prior to 1985, motorcycles and side-by-side vehicles prior to 1998, and Global Adjacent Markets vehicles prior to 2011, will not change or that material product liability claims against us will not be made in the future. Adverse determination of material product liability claims made against us would have a material adverse effect on our financial condition.
Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.
We provide limited warranties for our vehicles. We may also provide longer warranties related to certain promotional programs, as well as longer warranties in certain geographical markets as determined by local regulations and market conditions. We also provide a limited emission warranty for certain emission-related parts in our ORVs, snowmobiles, and motorcycles as required by the EPA and CARB. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. Our standard warranties require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer.
Historically, product recalls have been administered through our dealers and distributors. The repair and replacement costs we could incur in connection with a recall could adversely affect our business. For example, in April 2016, we issued a voluntary recall for certain RZR 900 and 1000 off-road vehicles manufactured since model year 2013 due to reports of thermal-related incidents, including fire, and in September 2016, we issued a voluntary recall for certain RZR XP Turbo off-road vehicles due to similar thermal-related incidents. In addition, product recalls could harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of our products.
Our business may be sensitive to economic conditions, including those that impact consumer spending.
Our results of operations may be sensitive to changes in overall economic conditions, primarily in North America and Europe, that impact consumer spending, including discretionary spending. Weakening of, and fluctuations in, economic conditions affecting disposable consumer income such as employment levels, business conditions, changes in housing

market conditions, capital markets, tax rates, savings rates, interest rates, fuel and energy costs, the impacts of natural disasters or other severe weather conditions and acts of terrorism and other matters, including the availability of consumer credit, could reduce overall consumer spending or reduce consumer spending on powersports and aftermarket products. A general reduction in consumer spending or a reduction in consumer spending on powersports, boats and aftermarket products could adversely affect our sales growth and profitability. Overall demand for products sold in the Jeep and truck aftermarket is dependent upon

many factors including the total number of vehicle miles driven in the United States, the total number of registered vehicles in the United States, the age and quality of these registered vehicles and the level of unemployment in the United States. Adverse changes in these factors could lead to a decreased level of demand for our products, which could negatively impact our business, results of operations, financial condition and cash flows.
In addition, we have a financial services partnership arrangementarrangements with a subsidiarysubsidiaries of Wells Fargo Bank, N.A. and TCF Financial Corporation that requiresrequire us to repurchase products financed and repossessed by the partnership, subject to certain limitations. For calendar year 2016, our maximum aggregate repurchase obligation was approximately $182.8 million. If adverse changes to economic conditions result in increased defaults on the loans made by this financial services partnership, our repurchase obligation under the partnership arrangement could adversely affect our liquidity and harm our business.
TerminationA significant adverse determination in any material litigation claim against us could adversely affect our operating results or interruptionfinancial condition.
The manufacture, sale and usage of informal supply arrangementsour products expose us to significant risks associated with product liability claims. If our products are found to be defective or used incorrectly by our customers, bodily injury, property damage or other injury, including death, may result and this could give rise to additional product liability or economic loss claims against us or adversely affect our brand image or reputation. Any losses that we may suffer from any such claims, and the effect that any such liability may have upon the reputation and marketability of our products, may have a negative impact on our business and operating results.
Because of the high cost of product liability insurance premiums and the historically insignificant amount of product liability claims paid by us, we were self-insured from 1985 to 1996 and from 2002 to 2012. From 1996 to 2002, and beginning again in 2012, we purchased excess insurance coverage for product liability claims for incidents occurring subsequent to the policy date that exceeded our self-insured retention levels. The estimated costs resulting from any losses are charged to expense when it is probable a loss has been incurred and the amount of the loss is reasonably determinable.
At December 31, 2019, we had an accrual of $57.0 million for the probable payment of pending and expected claims related to product liability matters associated with our products. We believe such accrual is adequate. No assurance can be given that our historical claims record, which has not resulted in any material adverse effects on our financial statements, will not change or that material product liability claims against us will not be made in the future. An unanticipated adverse determination of a material product liability claim made against us could have a material adverse effect on our business financial condition.
Significant product repair and/or replacement costs due to product warranty claims or product recalls could have a material adverse impact on our results of operations.
We provide limited warranties for our vehicles and boats. We may also provide longer warranties in certain geographical markets as determined by local regulations and customary practice and may also provide longer warranties related to certain promotional programs. We also provide a limited emission warranty for certain emission-related parts in our ORVs, snowmobiles, and motorcycles as required by the EPA and CARB. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. Our standard warranties require us, through our dealer network, to repair or replace defective products during such warranty periods.
Historically, product recalls have informal supply arrangementsbeen administered through our dealers and distributors. The repair and replacement costs we could incur in connection with many of our suppliers. In the event of a termination of the supply arrangement, there can be no assurance that alternate supply arrangements will be made on satisfactory terms. If we need to enter into supply arrangements on unsatisfactory terms, or if there are any delays to our supply arrangements, itrecall could adversely affect our businessbusiness. For example, in 2019 we voluntarily initiated product campaigns, including service bulletins, safety-related recalls, and operating results.emissions actions. In addition, product recalls could harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of our products.
Any disruption in our suppliers’ operations could disrupt our production schedule.

Our operations are dependent upon the continued ability of our suppliers to deliver the systems, components, raw materials and parts that we need to manufacture our products. Our ability to maintain production is dependent upon our suppliers delivering sufficient quantities of systems, components, raw materials and parts on time to meet our production schedules. In some instances, we purchase systems, components, raw materials and parts that are ultimately derived from a single source and may be at an increased risk for supply disruptions. Any number of factors, including labor disruptions, catastrophic weather events, the occurrence of a contagious disease or illness, contractual or other disputes, unfavorable economic or industry conditions, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations. If we experience material supply disruptions, we may not be able to develop alternate sourcing quickly or at all. Any material disruption of our production schedule caused by an unexpected shortage of systems, components, raw materials or parts could cause us to alter production schedules or suspend production entirely, which could cause a loss of revenues, which would adversely affect our operations.
Increases in the cost of raw material, commodity and transportation costs and shortages of certain raw materials could negatively impact our business.
The primary commodities used in manufacturing our products are aluminum, steel, petroleum-based resins and certain rare earth metals used in our charging systems, as well as diesel fuel to transport the products. Our profitability is affected by significant fluctuations in the prices of the raw materials and commodities we use in our products. WeAdditionally, there continues to be significant uncertainty in the current political landscape with respect to future trade regulations and existing international trade agreements. The U.S. has maintained tariffs on certain foreign goods, including raw materials, commodities, and products manufactured outside the United States that are used in our manufacturing processes, which has increased our cost of sales. In response, certain foreign governments have and continue to impose tariffs on certain U.S. goods, and are considering imposing additional tariffs on other U.S. goods, including goods that we sell internationally. The tariffs imposed to date and the possibility of additional retaliatory trade actions stemming from these tariffs could continue to increase our cost of sales, both directly and as a result of price increases implemented by domestic suppliers, which we may not be able to pass along any price increases in our raw materialson to our customers. As aThe impact from these tariffs could require us to shift our manufacturing footprint or result an increase in the cost of raw materials, commodities, labordecreased demand for our products or restructuring actions that could impact our work force and/or our investments in research and development or other costs associated with the manufacturinggrowth initiatives. All of these could materially and adversely affect our products could increase our costsresults of salesoperations and reduce our profitability.financial condition.
Fluctuations in foreign currency exchange rates could result in declines in our reported sales and net earnings.
The changing relationships of the United States dollar to the Canadian dollar, Australian dollar, the Euro, the Swiss franc, the Mexican peso, the Japanese yen and certain other foreign currencies have from time to time had a negative impact on our results of operations. Fluctuations in the value of the United States dollar relative to these foreign currencies can adversely affect the price of our products in foreign markets, the costs we incur to import certain components for our products, and the translation of our foreign balance sheets. While we actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts from time to time, these contracts hedge foreign currency denominated transactions, and any change in the fair value of the contracts would be offset by changes in the underlying value of the transactions being hedged.
We face intense competition in all product lines, including from some competitors that have greater financial and marketing resources. Failure to compete effectively against competitors wouldcould negatively impact our business and operating results.
The markets we operate in are highly competitive. Competition in such markets is based upon a number of factors, including price, quality, reliability, styling, product features and warranties. At the dealer level, competition is based on a number of factors, including sales and marketing support programs (such as financing and cooperative advertising). Certain of our competitors are more diversified, have advantaged manufacturing footprints, and have financial and marketing resources that are substantially greater than ours, which allow these competitors to invest more heavily in intellectual property, product development, promotions and advertising. If we are not able to compete with new or enhanced products or models of our competitors, our future business performance may be materially and adversely affected. Internationally, our products typically face more competition where certain foreign competitors manufacture and market products in their respective countries. This allows those competitors to sell products at lower prices, which could adversely affect our competitiveness. In addition, our products compete with many other recreational products for the discretionary spending of consumers and, to a lesser extent, with other vehicles designed for utility applications. A failure to effectively compete with these other competitors could have a material adverse effect on our performance.

We manufacture our products at, and distribute our products from, several locations in North America and internationally. Any disruption at any of these facilities or manufacturing delays could adversely affect our business and operating results.

We assemble vehicles at various facilities around the world. Our facilities are typically designed to produce particular models for particular geographic markets. No single facility is designed to manufacture mostour full range of our products at 18 locations, including North American and international facilities.vehicles. We also have several locations that serve as wholegoods and PG&A distribution centers, warehouses and office facilities. In addition, we have agreements with other third-party manufacturers to manufacture products on our behalf. These facilities may be affected by natural or man-made disasters and other external events. In the event that one of our manufacturing facilities was affected by a disasterShould these or other event, we couldfacilities become unavailable either temporarily or permanently for any number of reasons, including labor disruptions, the occurrence of a contagious disease or illness or catastrophic weather events, the inability to manufacture at the affected facility may result in harm to our reputation, increased costs, lower revenues and the loss of customers. We may not be forcedable to easily shift production to one of our other manufacturing facilities.facilities or to make up for lost production. Although we maintain insurance for damage to our property and disruption of our business from casualties, such insurance may not be sufficient to cover all of our potential losses. Any disruption in our manufacturing capacity could have an adverse impact on our ability to produce sufficient inventory of our products or may require us to incur additional expenses in order to produce sufficient inventory, and therefore, may adversely affect our net sales and operating results. Any disruption or delay at our manufacturing facilities could impair our ability to meet the demands of our customers, and our customers may cancel orders or purchase products from our competitors, which could adversely affect our business and operating results.
If we are unable to continue to enhance existing products and develop and market new or enhanced products that respond to customer needs and preferences, we may experience a decrease in demand for our products and our business could suffer.
One of our growth strategies is to develop innovative, customer-valued products to generate revenue growth. Our sales from new products in the past have represented a significant component of our sales and are expected to continue to represent a significant component of our future sales. We may not be able to compete as effectively with our competitors, and ultimately satisfy the needs and preferences of our customers, unless we can continue to enhance existing products and develop new innovative products in the global markets in which we compete. Product development requires significant financial, technological and other resources. While we expended $185.1$292.9 million, $166.4$259.7 million and $148.5$238.3 million for research and development efforts in 2016, 20152019, 2018 and 2014,2017, respectively, there can be no assurance that this level of investment in research and development will be sufficient to maintain our competitive advantage in product innovation, which could cause our business to suffer. Product improvements and new product introductions also require significant planning, design, development, and testing at the technological, product, and manufacturing process levels and we may not be able to timely develop product improvements or new products. Our competitors’ new products may beat our products to market and be more attractive with more features and/or less expensive than our products.
Our continued success is dependent on positive perceptions of our Polaris brands which, if impaired, could adversely affect our sales.
We believe that our Polaris brands are one of the reasons our customers choose our products. To be successful, we must preserve our reputation. Reputational value is based in large part on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of our company. It may be difficult to control negative publicity, regardless of whether it is accurate. While reputations may take decades to build, any negative incidents can quickly erode trust and confidence, particularly if they result in negative mainstream and social media publicity, governmental investigations, or litigation. Negative incidents, such as quality and safety concerns or incidents related to our products or actions or statements of our employees, could lead to tangible adverse effects on our business, including lost sales or employee retention and recruiting difficulties. In addition, vendors and others with whom we choose to do business may affect our reputation.
Increased negative public perception of our products or any increased restrictions on the access or the use of our products in certain locations could materially adversely affect our business or results of operations.
Demand for the Company’s products depends in part on their social acceptability. Public concerns about the environmental impact of the Company’s products or their perceived safety could result in diminished public perception of the products we well. Government, media, or activist pressure to limit emissions could also negatively impact consumers’ perceptions of the Company’s products. Any decline in the social acceptability of the Company’s products could negatively impact their sales or lead to changes in laws, rules and regulations that prevent their access to certain locations or restrict their use or manner of use in certain areas or during certain times, which could negatively impact

sales. Any material decline in the social acceptability of the Company’s products could impact the Company’s ability to retain existing customers or attract new ones which, in turn, could have a material adverse effect on its business, results of operations or financial condition.
We depend on suppliers, financing sources and other strategic partners who may be sensitive to economic conditions that could affect their businesses in a manner that adversely affects their relationship with us.
We source component parts and raw materials through numerous suppliers and have relationships with a limited number of product financing sources for our dealers and consumers. Our sales growth and profitability could be adversely affected if deterioration of economic or business conditions results in a weakening of the financial condition of a material number of our suppliers or financing sources, or if uncertainty about the economy or the demand for our products causes these business partners to voluntarily or involuntarily reduce or terminate their relationship with us.
We intend to grow our business through potential acquisitions, non-consolidating investments, alliances and new joint ventures and partnerships, which could be risky and could harm our business.
One of our growth strategies is to drive growth in our businesses and accelerate opportunities to expand our global presence through targeted acquisitions, non-consolidating investments, alliances, and new joint ventures and partnerships that add value while considering our existing brands and product portfolio. The benefits of an acquisition, non-consolidating investment, new joint venture or partnership may take more time than expected to develop or integrate into our operations, and we cannot guarantee that acquisitions, non-consolidating investments, alliances, joint ventures or partnerships will ultimately produce any benefits.
There can be no assurance that acquisitions will be consummated or that, if consummated, they will be successful. Acquisitions pose risks with respect to our ability to project and evaluate market demand, potential synergies and cost savings, make correct accounting estimates and achieve anticipated business goals and objectives. As we continue to grow, in part, through acquisitions, our success depends on our ability to anticipate and effectively manage these risks. If acquired businesses do not achieve forecasted results or otherwise fail to meet projections, it could affect our results of operations.
Acquisitions present a number of integration risks. For example, the acquisition may: disrupt operations in core, adjacent or acquired businesses; require more time than anticipated to be fully integrated into our operations and systems; create more costs than projected; divert management attention; create the potential of losing customer, supplier or other critical

business relationships; and pose difficulties retaining employees. The inability to successfully integrate new businesses may result in higher production costs, lost sales or otherwise negatively affect earnings and financial results.
Our business, properties and products are subject to extensive United States federal and state and international safety, environmental and other government regulation thatand any failure to comply with these regulations could harm our reputation, expose us to damages and otherwise adversely affect our business.
Our business, properties, and products are subject to numerous international, federal, state, and other governmental laws, rules, and regulations relating to, among other things: climate change; emissions to air; discharges to water; restrictions placed on water and land usage and water availability; product and associated packaging; use of certain chemicals; import and export compliance, including country of origin certification requirements; worker and product user health and safety; energy efficiency; product life-cycles; outdoor noise laws; and the generation, use, handling, labeling, collection, management, storage, transportation, treatment, and disposal of hazardous substances, wastes, and other regulated materials. We are unable to predict the ultimate impact of adopted or future laws, rules, and regulations on our business, properties, or products.
Any of these laws, rules, or regulations may cause us to incur significant expenses to achieve or maintain compliance, require us to modify our products, adversely affect the price of or demand for some of our products, and ultimately affect the way we conduct our operations. Failure to comply with any of these laws, rules, or regulations could result in harm to our reputation and/or could lead to fines and other penalties, including restrictions on the importation of our products into, and the sale of our products in, one or more jurisdictions until compliance is achieved. In addition, changes to regulations may require us to incur expenses or modify product offerings in order to maintain compliance with the actions of regulators and could decrease the demand for our products.
Our products are subject to extensive laws and regulations relating to safety, environmental and other regulations promulgated by the United States federal government and individual states as well as international regulatory authorities. Failure to comply with applicable regulations could result in fines, increased expenses to modify our products and harm to our reputation, all of which could have an adverse effect on our operations. In addition, future regulations could require additional safety standards or emission reductions that would require additional expenses and/or modification of product offerings in order to maintain compliance with applicable regulations. Our products are also subject to laws and regulations that restrict the use or manner of use during certain hours and locations, and these laws and regulations could decrease the popularity and sales of our products. We continue to monitor regulatory activities in conjunction with industry associations and support balanced and appropriate programs that educate the product user on safe use of our products and how to protect the environment.
Failure to establish and maintain the appropriate level of dealers and distributor relationships or weak economic conditions impacting those relationships may negatively impact our business and operating results.
We distribute our products through numerous dealers and distributors and rely on them to retail our products to the end customers. Our sales growth and profitability could be adversely affected if deterioration of economic or business conditions results in a weakening of the financial condition of a material number of our dealers and distributors. Additionally, weak demand for, or quality issues with, our products may cause dealers and distributors to voluntarily or involuntarily reduce or terminate their relationship with us. Further, if we fail to establish and maintain an appropriate level of dealers and distributors for each of our products, we may not obtain adequate market coverage for the desired level of retail sales of our products.
Retail credit market deterioration and volatility may restrict the ability of our retail customers to finance the purchase of our products and adversely affect our income from financial services.
We have arrangements with each of Performance Finance, Sheffield Financial and Synchrony Bank to make retail financing available to consumers who purchase our products in the United States. During 2016,2019, consumers financed approximately 3332 percent of the vehicles we sold in the United States through these installment retail credit programs. Furthermore, some customers use financing from lenders who do not partner with us, such as local banks and credit unions. There can be no assurance that retail financing will continue to be available in the same amounts and under the same terms that had been previously available to our customers. If retail financing is not available to customers on satisfactory terms, it is possible that our sales and profitability could be adversely affected. Our income from financial services is also affected by changes in interest rates.
Our reliance upon patents, trademark laws, and contractual provisions to protect our proprietary rights may not be sufficient to protect our intellectual property from others who may sell similar products and may lead to costly litigation.
We hold patents and trademarks relating to various aspects of our products, such as our patented “on demand” all-wheel drive, and believe that proprietary technical know-how is important to our business. Proprietary rights relating to our products are protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or trademarks or are maintained in confidence as trade secrets. We cannot be certain that we will be issued any patents from any pending or future patent applications owned by or licensed to us or that the claims allowed under any issued patents will be sufficiently broad to protect our technology. In the absence of enforceable patent or trademark protection, we may be vulnerable to competitors who attempt to copy our products, gain access to our trade secrets and know-how or diminish our brand through unauthorized use of our trademarks, all of which could adversely affect our business. Others may initiate litigation to challenge the validity of our patents, or allege that we infringe their patents, or they may use their resources to design comparable products that do not infringe our patents. We may incur substantial costs if our competitors initiate litigation to challenge the validity of our patents, or allege that we infringe their patents, or if we initiate proceedings to protect our proprietary rights. If the outcome of any such litigation is unfavorable to us, our business, operating results, and financial condition could be adversely affected. Regardless of whether litigation relating to our intellectual property rights is successful, the litigation could significantly increase our

costs and divert management’s attention from operation of our business, which could adversely affect our results of operations and financial condition. We also cannot be certain that our products or technologies have not infringed or will not infringe the proprietary rights of others. Any such infringement could cause third parties, including our competitors, to bring claims against us, resulting in significant costs, possible damages and substantial uncertainty.
Our international operations require significant management attention and financial resources, expose us to difficulties presented by international economic, political, legal, accounting, and business factors, and may not be successful or produce desired levels of sales and profitability.
Approximately fourteen percent of our total sales are generated outside of North America, and weWe intend to continue to expand our international operations. Expanding international sales and operations is aas one part of our long-term strategic objectives. To support that strategy, we must increase our presence outside of North America, including additionaladding employees and investmentcontinuing to invest in business infrastructure and operations. These investments might not produce the returns we expect, which could adversely affect our profitability. International operations and sales also are inherently subject to various risks. These risks includinginclude political and economic instability, increased costs of customizing products for foreign countries, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government laws and regulations and United States laws and regulations that apply to international operations, and the effects of income and withholding taxes, governmental expropriation and differences in business practices. We may incur increased costspractices, and experience delaysmultiple, changing, and often inconsistent enforcement of laws, rules, and regulations, including rules relating to environmental, health, and safety matters. The realization of any of these risks or disruptions in product deliveries and payments in connection with international operations and sales that could cause loss of revenues and earnings. Unfavorableunfavorable changes in the political, regulatory and business climate in

any of the jurisdictions where we operate could have a material adverse effect on our total sales, financial condition, profitability, or cash flows. Violations of laws that apply to our foreign operations, such as the United States Foreign Corrupt Practices Act, could result in severe criminal or civil sanctions, could disrupt our business and result in an adverse effect on our reputation, business and results of operations.
The results of the November 2016 United States elections have introduced greater uncertainty with respect to tax and trade policies, tariffs and government regulations affecting trade between the United States and other countries. We have sourcing and manufacturing operations in international locations. Major developments in tax policy or trade relations, such as the disallowance of tax deductions for imported products or the imposition of unilateral tariffs on imported products, could have a material adverse effect on our business and results of operations.
Changing weather conditions may reduce demand and negatively impact net sales and production of certain of our products.
Unfavorable weather conditions may reduce demand and negatively impact sales of certain of the Company’s products. Lack of snowfall in any year in any particular geographic region may adversely affect snowmobile retail sales and related PG&A sales in that region. Unfavorable weather in any particular geographic region may have a material adverse effect on sales of the Company’s products in that region. In particular, lack of snowfall during winter may materially adversely affect snowmobile sales, while excessive rain before and during spring and summer may materially adversely affect sales of off-road vehicles, ATVs, and boats. Additionally, to the extent that unfavorable weather conditions are exacerbated by global climate change or other factors, our sales may be affected to a greater degree than we have previously experienced. There is no assurance that weather conditions or natural disasters could not have a material effect on our sales, production capability or component supply continuity for any of our products.
An impairment in the carrying value of goodwill and trade names could negatively impact our consolidated results of operations and net worth.
Goodwill and indefinite-lived intangible assets, such as our trade names, are recorded at fair value at the time of acquisition and are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. Our determination of whether goodwill impairment has occurred is based on a comparison of each of our reporting units’ fair market value with its carrying value. Significant and unanticipated changes in circumstances, such as significant and long-term adverse changes in business climate, unanticipated competition, and/or changes in technology or markets, could require a provision for impairment in a future period that could negatively impact our reported earnings and reduce our consolidated net worth and shareholders’ equity.
We have a significant amount of debt outstanding and must comply with restrictive covenants in our debt agreements.
Our credit agreement and other debt agreements contain financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. While we are currently in compliance with the financial covenants, increases in our debt or decreases in our earnings could cause us to fail to comply with these financial covenants. Failing to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on our financial position, results of operation and debt service capability.

Our level of debt and the financial and restrictive covenants contained in our credit agreement could have important consequences on our financial position and results of operations, including increasing our vulnerability to increases in interest rates because debt under our credit agreement bears interest at variable rates.
Additional tax expense or tax exposure could impact our financial performance.
We are subject to income taxes and other business taxes in various jurisdictions in which we operate. Our tax liabilities are dependent upon the earnings generated in these different jurisdictions. Our provision for income taxes and cash tax liability could be adversely affected by numerous factors, including income before taxes being lower than anticipated in jurisdictions with lower statutory tax rates and higher than anticipated in jurisdictions with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities a change in our assertion regarding the permanent reinvestment of the undistributed earnings of international affiliates and changes in tax laws and regulations in various jurisdictions. We also have negotiated and are party to certain tax incentives that require the Company comply with certain covenants. We are also subject to the continuous examination of our income tax returns by various tax authorities. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures or the loss of any tax incentive may have an adverse effect on the Company’s provision for income taxes and cash tax liability.
Our operations are dependent upon attracting and retaining senior executives and skilled employees, including skilled labor.employees. Our future success depends on our continuing ability to identify, hire, develop, motivate, retain and promote skilled personnel for all areas of our organization.organization and to retain or provide for adequate succession planning for our senior executives.
Our success depends on attracting and retaining qualified personnel. Our ability to sustain and grow our business requires us to hire, retain and develop a highly skilled and diverse management team and workforce. Failure to ensure that weMany members of the Company’s management team have extensive experience in the leadership capacityCompany’s industry and with its business, products and customers. The unplanned loss of some or all of the necessary skill set and experiencemembers of Company’s management team, particularly if

combined with difficulties in finding qualified substitutes, could impede ournegatively affect the Company’s ability to deliver our growth objectivesdevelop and execute our strategic plan.pursue its business strategy, which could materially adversely affect the Company’s business, results of operations or financial condition. In addition, any unplanned turnover or inabilitythe Company’s success depends to attracta large extent upon its ability to retain skilled employees. There is intense competition for qualified and skilled employees, and the Company’s failure to recruit, train and retain keysuch employees including managers, could have a negativematerial adverse effect on ourits business, financial condition and/or results of operations.operations or financial condition.
We may be subject to cybersecurity breaches and other disruptions to our information technology system failures, network disruptionssystems and breaches in data security.connected products that could adversely affect our business.
We use many information technology systems and their underlying infrastructure to operatemanufacture connected products (including connected vehicles), some of which are managed by third parties, in operating our business. The sizeThose systems and complexityproducts process sensitive information, including intellectual property; proprietary business information of Polaris and our computerdealers, suppliers, and other business partners; and personal information of consumers and employees. Our systems make them potentiallyand products have been, and could be in the future vulnerable to breach, damage, disruption, or breakdown malicious intrusionfrom various sources, power loss, viruses, malware, ransomware, phishing, denial of service, and other cyber-attacks that may be random, attack. Recent acquisitions have resulted in additional decentralized systems that add totargeted, or the complexityresult of our information technology infrastructure. Likewise, data privacy breachesmisconduct of error by employees or othersindividuals with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public.systems. While we have investedinvest in layers of data and information technology protection, and monitor continually monitorevolving cybersecurity threats, there can be no assurance that our efforts will prevent disruptions or breaches inof our systems thatand connected products.
We have experienced cyber-attacks, but to our knowledge, we have not experienced any material disruptions or breaches of our information technology systems or connected products. We could, however, experience material disruptions or breaches in the future. Such disruptions or breaches of our information technology systems and connected products could adversely affect our business.business by resulting in, among other things: (i) disruption to our business operations; (ii) compromise or loss of the information processed by those systems and products, such as intellectual property, proprietary information, or personal information; (iii) impact to the performance and/or safety of our connected products; (iv) damage to our reputation; and (v) litigation or regulatory proceedings. We are subject to laws and regulations in the United States and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information. These laws and regulations include, for example, the European General Data Protection Regulation (GDPR), effective May 25, 2018, and the California Consumer Privacy Act (CCPA), effective January 1, 2020. Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations.


Item 1B. Unresolved Staff Comments
Not Applicable.



Item 2. Properties
The following sets forth the Company’s principal and materially important facilitiesmaterial properties as of December 31, 2016:2019:
Location Facility Type/Use Primary Segment*Owned or Leased Square
Footage
Medina, Minnesota Headquarters COwned 130,000
Plymouth, MinnesotaHeadquartersPrimarily owned175,000
Roseau, Minnesota Wholegoods manufacturing and R&DO/S, G Owned 733,000
Huntsville, Alabama Wholegoods manufacturing O/S, MOwned 725,000
Milford, IowaWholegoods manufacturingPrimarily owned460,000
Monterrey, Mexico Wholegoods manufacturing O/SOwned 440,000
Elkhart, IndianaWholegoods manufacturingBOwned822,000
Syracuse, IndianaWholegoods manufacturingBOwned265,000
Opole, Poland Wholegoods manufacturingO/S, M Leased 300,000
Osceola, Wisconsin Component parts & engine manufacturing O/S, M, GOwned 286,000
Spirit Lake, Iowa Wholegoods manufacturingM Owned 273,000
Chanas, France Wholegoods manufacturing GOwned 196,000
Shanghai, China Wholegoods manufacturing O/SLeased 158,000
Anaheim, California Wholegoods manufacturingG Leased 151,000
Bourran, France Wholegoods manufacturing and R&D GLeased 100,000
Aix-les-Bains, France Wholegoods manufacturing and R&D GOwned 98,000
Spearfish, South DakotaMonticello, Minnesota Component parts manufacturing O/S, M, GOwned 51,000109,000
Wyoming, Minnesota Research and development facilityO/S, M, G Owned 272,000
Burgdorf, Switzerland Research and development facility O/S, M, GLeased 17,000
Fernley, NevadaDistribution centerO/S, M, GOwned475,000
Wilmington, Ohio Distribution center LeasedO/S, M, GOwned 429,000
Vermillion, South Dakota Distribution center Primarily ownedO/S, M, G 643,000Owned610,000
Carlisle, PennslyvaniaDistribution centerALeased205,000
Coppell, Texas Distribution centerA Leased 165,000
Jacksonville, Florida Distribution center ALeased 144,000
Columbiana, OhioDistribution centerOwned102,000
Compton, California Distribution center and office facilityA Leased 254,000
Rigby, Idaho Distribution center and office facility AOwned 55,00084,000
Shakopee, Minnesota Wholegoods distribution O/S, GLeased 870,000
Altona, AustraliaPlymouth, Minnesota Wholegoods distributionOffice facility LeasedC, G 215,000
Milford, IowaPrimarily owned Wholegoods distributionLeased100,000175,000
Winnipeg, Canada Office facilityC Leased 15,000
Rolle, Switzerland Office facility CLeased 8,000
*Legend: C - Corporate (all segments), O/S - ORV/Snow, M - Motorcycles, G - Global Adjacent Markets, A - Aftermarket, B - Boats
Including the material properties listed above and those properties not listed, we have over 4.4five million square feet of global manufacturing and research and development space. Additionally, we have over 4.2six million square feet of global warehouse and distribution center space. In the United States and Canada, we lease 7695 retail stores with approximately 900,000 square feet of space, and in Australia, we own four retail stores with approximately 30,000two million square feet of space. We also have approximately 150,000 square feet of international office facility square footagefacilities in Western Europe, Australia, Brazil, India, China and Mexico.
We own substantially all tooling and machinery (including heavy presses, conventional and computer-controlled welding facilities for steel and aluminum, assembly lines and paint lines) used in the manufacture of our products. We make ongoing capital investments in our facilities. These investments have increased production capacity for our products. We believe our current manufacturing and distribution facilities are adequate in size and suitable for our present manufacturing and distribution needs.


Item 3. Legal Proceedings
We are involved in a number of other legal proceedings incidental to our business, none of which areis expected to have a material effect on the financial results of our business.
Class action lawsuitlawsuits. SinceAs of the date hereof, we are party to three putative class actions pending against Polaris in the U.S., all of which were previously reported in the Company’s 10-Q quarterly report for the period ended September 16, 2016, three investors have filed two purported30, 2019.
The first putative class action complaintsis pending in the United States District Court for the District of Minnesota namingand arises out of allegations that certain Polaris products suffer from unresolved fire hazards allegedly resulting in economic loss, and is the result of the consolidation of the three putative class actions we reported in our April 26, 2018 quarterly report and that were filed between April 5-10, 2018: In re Polaris Marketing, Sales Practices, and Product Liability Litigation (D. Minn.), June 15, 2018.
The second putative class action is also pending in the United States District Court for the District of Minnesota and alleges excessive heat hazards on certain other Polaris products and seeks damages for alleged economic loss: Riley Johannessohn, Daniel Badilla, James Kelley, Kevin Wonders, William Bates and James Pinion, individually and on behalf of all others similarly situated v. Polaris Industries (D. Minn.), October 4, 2016.
The third putative class action is pending in the United States District Court for the Central District of California and alleges violations of various California consumer protection laws, including in connection with ROPS (rollover protection systems) certifications, for various Polaris products sold in California: Paul Guzman and Jeremy Albright v. Polaris Inc., Polaris Industries Inc., and Polaris Sales Inc., August 8, 2019.
With respect to each of these three class action lawsuits, the Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.
Shareholder derivative lawsuit. On January 22, 2019, a shareholder of the Company filed a purported derivative complaint in the Hennepin County District Court for the State of Minnesota naming ten current officers and twodirectors of its executive officersthe Company as defendants. On December 12, 2016,The complaint alleged claims for breach of fiduciary duties, unjust enrichment, and other related theories, all relating to the District Court consolidated the two actions and appointed a lead plaintiff and lead counsel.  In a later order, the court set a date of March 14, 2017, for plaintiffCompany’s product recalls, to file a consolidated amended complaint or to designate one of the filed complaints as the operative pleading. One of the complaints on file seeks to represent a class of persons who purchased or acquired Polaris securities during the time period from January 26 to September 11, 2016; the other seeks to represent a class of persons who purchased or acquired Polaris securities during the time period from February 20, 2015 through September 11, 2016. Both complaints allege that, during the respective time period, defendants made materially false or misleading public statementsdisclosures about the Company’s business, operations, and compliance policies relating to RZRproducts and product recalls. Each complaint alleges claims under Sections 10(b)performance, and 20(a)to stock sales by certain officers. On July 8, 2019, the Court dismissed the action. The shareholder did not appeal the dismissal, but sent a demand letter to the Board of Directors of the Securities Exchange Act of 1934 and seeks damages in an unspecified amount, pre-judgment and post-judgment interest, and an award of attorneys’ fees and expenses. The Company intendsasking the Board to vigorously defendinvestigate the action.claims underlying the complaint. However, on February 3, 2020, the shareholder withdrew their claims related to this matter.


Item 4. Mine Safety Disclosures
Not applicable.


PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The informationShares of common stock of Polaris Inc. trade on the New York Stock Exchange under the caption “Other Investor Information” appearing on the inside back coversymbol PII. On February 6, 2020, shareholders of record of the Company’s 2016 Annual Report is incorporated herein by reference. On February 14, 2017,common stock were 1,871 and the last reported sale price for shares of our common stock on the New York Stock Exchange was $87.71$92.41 per share. The Company has historically paid cash dividends and expects to continue to pay comparable cash dividends in the future.

STOCK PERFORMANCE GRAPH
The following graph below compares the five-year cumulative total return to shareholders (stock price appreciation plus reinvested dividends) for the Company’s common stock with the comparable cumulative return of two indexes: S&P Midcap 400 Index and Morningstar’s Recreational Vehicles Industry Group Index. The graph assumes the investment of $100 at the close on December 31, 20112014 in common stock of the Company and in each of the indexes, and the reinvestment of all dividends.dividends since that date to December 31, 2019. Points on the graph represent the performance as of the last business day of each of the years indicated.
Assumes $100 Invested at the close on December 31, 20112014
Assumes Dividend Reinvestment
Fiscal Year Ended December 31, 20162019
2011  2012 2013 2014 2015 20162014 2015 2016 2017 2018 2019
Polaris Industries Inc.$100.00
 $153.29
 $269.62
 $283.83
 $163.91
 $161.08
Polaris Inc.$100.00
 $57.75
 $56.75
 $87.50
 $55.34
 $75.50
S&P Midcap 400 Index100.00
 117.88
 157.37
 172.74
 168.98
 204.03
100.00
 97.82
 118.11
 137.30
 122.08
 154.07
Recreational Vehicles Industry Group Index—Morningstar Group100.00
 137.54
 213.25
 210.28
 153.46
 213.95
100.00
 72.55
 101.59
 132.38
 78.71
 107.80
Comparison of 5-Year Cumulative Total Return Among Polaris Industries Inc., S&P Midcap 400 Index and Morningstar’s Recreational Vehicles Group Index


chart-26ea3a1b07a851d38f3.jpg
The table below sets forth the information with respect to purchases made by or on behalf of Polaris of its own stock during the fourth quarter of the fiscal year ended December 31, 2016.2019.
Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

PeriodTotal Number of
Shares Purchased
 Average Price Paid
per Share
 Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program(1)Total Number of
Shares Purchased
 Average Price Paid
per Share
 Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program(1)
October 1–31, 2016150,000
 $75.51
 150,000
 8,418,000
November 1–30, 2016950,000
 83.80
 950,000
 7,468,000
December 1–31, 20165,000
 90.72
 5,000
 7,463,000
October 1–31, 20191,000
 $85.86
 1,000
 3,169,000
November 1–30, 201911,000
 99.18
 11,000
 3,158,000
December 1–31, 20192,000
 100.09
 2,000
 3,156,000
Total1,105,000
 $82.71
 1,105,000
 7,463,00014,000
 $97.89
 14,000
 3,156,000
 
(1)The Board of Directors haslast authorized additional shares for repurchase in January of 2016, at which time it authorized the cumulativeCompany to repurchase of up to an aggregate of 86.510.4 million shares of the Company’s common stock (the “Program”). Of that total, 79.0 million shares have been repurchased cumulatively from 1996 through December 31, 2016.3,156,000 remain available for repurchase under the Program. This Program does not have an expiration date.




Item 6. Selected Financial Data
The following table presents our selected financial data. The table should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. The data presented for 2013 reflectsWe have completed various acquisitions that affect the classificationcomparability of the marine products division’sselected financial data shown below. The results of operations for acquisitions are included in our consolidated financial results includingfor the loss from discontinued operations andperiod subsequent to their acquisition date. Significant acquisitions within the loss on disposalfive-year period shown below include the acquisition of the division, as discontinued operations.TAP Automotive Holdings, LLC in November 2016 and Boat Holdings in July 2018.
Selected Financial Data
For the Years Ended December 31, 
For the Years Ended December 31, 
(Dollars in millions, except per-share data)
2016201520142013201220192018201720162015
Statement of Operations Data  
Sales Data:  
Total sales$4,516.6
$4,719.3
$4,479.6
$3,777.1
$3,209.8
$6,782.5
$6,078.5
$5,428.5
$4,516.6
$4,719.3
Percent change from prior year(4)%5%19%18%21%12%12%20%(4)%5%
Gross Profit Data:  
Total gross profit$1,105.6
$1,339.0
$1,319.2
$1,120.9
$925.3
$1,648.8
$1,501.2
$1,324.7
$1,105.6
$1,339.0
Percent of sales24.5 %28.4%29.4%29.7%28.8%24.3%24.7%24.4%24.5 %28.4%
Operating Expense Data:  
Total operating expenses$833.8
$692.2
$666.2
$588.9
$480.8
$1,246.0
$1,101.2
$1,041.3
$833.8
$692.2
Percent of sales18.5 %14.7%14.9%15.6%15.0%18.4%18.1%19.2%18.5 %14.7%
Operating Income Data:  
Total operating income$350.3
$716.1
$714.7
$577.9
$478.4
$483.7
$487.4
$359.7
$350.3
$716.1
Percent of sales7.8 %15.2%16.0%15.3%14.9%7.1%8.0%6.6%7.8 %15.2%
Net Income Data:  
Net income from continuing operations$212.9
$455.4
$454.0
$381.1
$312.3
Net income attributable to Polaris Inc.

$324.0
$335.3
$172.5
$212.9
$455.4
Percent of sales4.7 %9.6%10.1%10.1%9.7%4.8%5.5%3.2%4.7 %9.6%
Diluted net income per share from continuing operations$3.27
$6.75
$6.65
$5.40
$4.40
Net income$212.9
$455.4
$454.0
$377.3
$312.3
Diluted net income per share$3.27
$6.75
$6.65
$5.35
$4.40
$5.20
$5.24
$2.69
$3.27
$6.75
Cash Flow Data:  
Cash flow provided by continuing operations$571.8
$440.2
$529.3
$499.2
$416.1
$655.0
$477.1
$585.4
$589.6
$440.2
Purchase of property and equipment209.1
249.5
205.1
251.4
103.1
251.4
225.4
184.4
209.1
249.5
Repurchase and retirement of common stock245.8
293.6
81.8
530.0
127.5
8.4
348.7
90.5
245.8
293.6
Cash dividends to shareholders140.3
139.3
126.9
113.7
101.5
149.1
149.0
145.4
140.3
139.3
Cash dividends per share$2.20
$2.12
$1.92
$1.68
$1.48
$2.44
$2.40
$2.32
$2.20
$2.12
Balance Sheet Data (at end of year):  
Cash and cash equivalents$127.3
$155.3
$137.6
$92.2
$417.0
$157.1
$161.2
$138.3
$127.3
$155.3
Current assets1,191.0
1,152.9
1,096.6
865.7
1,017.8
1,627.0
1,485.7
1,253.5
1,191.0
1,152.9
Total assets3,099.6
2,385.7
2,074.9
1,685.5
1,488.5
4,430.5
4,124.9
3,089.6
3,099.6
2,385.7
Current liabilities959.8
826.8
850.8
748.1
631.0
1,528.0
1,197.4
1,130.3
959.8
826.8
Long-term debt and capital lease obligations1,138.1
456.4
223.6
284.3
104.3
Shareholders’ equity867.0
981.5
861.3
535.6
690.5
Long-term debt and finance lease obligations1,526.8
1,896.0
865.3
1,138.1
456.4
Total shareholders’ equity1,108.0
867.0
931.7
867.0
981.5
 


24


Table of Contents

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion pertains to the results of operations and financial position of the Company for each of the three years in the period ended December 31, 2016, and should be read in conjunction with the Consolidated Financial Statements and the Notes thereto included elsewhere in this report. This section of this Form 10-K generally discusses 2019 and 2018 items and year-to-year comparisons between 2019 and 2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Polaris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Overview
2016Overview
2019 was a difficultrecord year, with sales of $6.8 billion, a 12 percent increase from 2018, primarily due to strong Off-Road Vehicles (ORV) sales and challenginga full year asof results related to Boat Holdings, LLC (“Boat Holdings”), which was acquired on July 2, 2018. Boat Holdings added $621.4 million and $279.7 million of sales decreased,in 2019 and the overall2018, respectively. Our annual sales to North American powersports industry was down slightly. Ourcustomers increased 13 percent and our annual sales to customers outside of North America increased four percent in 2019.
Our unit retail sales of ORVs, snowmobiles, and motorcycles to consumers in North America decreased low single-digits percent for the full year, driven by the increasingly competitive ORV and motorcycle markets. Polaris North American dealer inventory was up approximately five percent, in 2016, which drove total fulldriven by higher model year Company sales down four percent to $4.52 billion. Our 2016 results included approximately two months of activity related to our acquisition of TAP. With the global economy remaining challenged, and the U.S. dollar strengthening, our international sales were flat compared to 2015.2020 ORV shipments, as well as higher motorcycle shipments.
Full year net income attributable to Polaris Inc. of $212.9$324.0 million was a 53three percent decrease from 2015,2018, with diluted earnings per share decreasing 52one percent to $3.27$5.20 per share. 2016 results were below expectations, as we responded toThe decrease was driven by higher tariff costs, negative foreign currency impacts, and investments in strategic projects. Additionally, the Company recordedseries$13 million gain on the sale of vehicle recalls, and took the necessary steps to ensure that Polaris vehicles deliver the quality, safety and performance that our customers expect. We worked hard to serve our Off-Road Vehicle customers and dealersCompany's investment in 2016, and are accelerating that work into 2017.
In 2016, significant progress was made across our businesses, including mid-twenty percent growth in Indian Motorcycle retail sales, an eight percent reduction in dealer inventories year-over-year and improving operating cash flow by 30 percent. Further, we completed the acquisition of Taylor-Dunn Manufacturing Company (“Taylor-Dunn”)Brammo Inc. in the work2018 comparative period. The decrease was partially offset by increased volume, higher average selling prices, and transportation space and the acquisitiona full year of TAP in the aftermarket space. Operationally, we completed the construction and started production in our new facility in Huntsville, Alabama.Boats operations.
On January 26, 2017,31, 2020, we announced that our Board of Directors approved a fivetwo percent increase in the regular quarterly cash dividend to $0.58$0.62 per share for the first quarter of 2017,2020, representing the 22nd25th consecutive year of increased dividends to shareholders effective with the 20172020 first quarter dividend.


Consolidated Results of Operations
The consolidated results of operations were as follows:
 For the Years Ended December 31,
($ in millions except per share data)2019 2018 Change
2019 vs. 2018
 2017 Change
2018 vs. 2017
Sales$6,782.5
 $6,078.5
 12 % $5,428.5
 12 %
Cost of sales$5,133.7
 $4,577.3
 12 % $4,103.8
 12 %
Gross profit$1,648.8
 $1,501.2
 10 % $1,324.7
 13 %
Percentage of sales24.3% 24.7% -39 basis points
 24.4% +29 basis points
          
Operating expenses:         
Selling and marketing$559.1
 $491.8
 14 % $471.8
 4 %
Research and development292.9
 259.7
 13 % 238.3
 9 %
General and administrative393.9
 349.8
 13 % 331.2
 6 %
Total operating expenses$1,246.0
 $1,101.2
 13 % $1,041.3
 6 %
Percentage of sales18.4% 18.1% +25 basis points
 19.2% -107 basis points
Income from financial services$80.9
 $87.4
 (7)% $76.3
 15 %
Operating income$483.7
 $487.4
 (1)% $359.7
 36 %
          
Non-operating expense:         
Interest expense$77.6
 $57.0
 36 % $32.2
 77 %
Equity in loss of other affiliates$5.1
 $29.3
 (83)% $6.8
 331 %
Other (income) expense, net$(6.9) $(28.1) (75)% $2.0
 NM
Income before income taxes$407.8
 $429.2
 (5)% $318.8
 35 %
Provision for income taxes$83.9
 $94.0
 (11)% $146.3
 (36)%
Effective income tax rate20.6% 21.9% -132 basis points
 45.9% NM
          
Net income$323.9
 $335.3
 (3)% $172.5
 94 %
Net loss attributable to noncontrolling interest0.1
 
 NM
 
 NM
Net income attributable to Polaris Inc.$324.0
 $335.3
 (3)% $172.5
 94 %
          
Diluted net income per share attributable to Polaris Inc. shareholders$5.20
 $5.24
 (1)% $2.69
 95 %
Weighted average diluted shares outstanding62.3
 63.9
 (3)% 64.2
 0 %
NM = not meaningful         
Sales:
Sales were $4,516.6$6,782.5 million in 2016,2019, a four12 percent decreaseincrease from $4,719.3$6,078.5 million in 2015.2018. Boat Holdings added $621.3 million and $279.7 million of sales in 2019 and 2018, respectively. The following table is an analysiscomponents of the percentageconsolidated sales change in total Company sales for 2016 compared to 2015 and 2015 compared to 2014:
were as follows:
Percent change in total Company sales compared to the prior yearPercent change in total Company sales compared to the prior year
2016 20152019 2018
Volume(5)% 3 %1 % 4%
Product mix and price(1) 6
6
 3
Acquisitions3
 
6
 5
Currency(1) (4)(1) 
(4)% 5 %12 % 12%
The volume decrease in 2016 is primarily the result of lower ORV and snowmobile shipments, primarily due to our decision to delay model year 2017 ORV shipments, as well as lower retail driven by a weak powersports market and a weak end to the 2016 snow season.
The volume increase in 20152019 was primarily the result of shipping more motorcyclesincreased side-by-side, snowmobile, and Global Adjacent Markets vehicles, given increased consumer retail demand for those products.Indian Motorcycle shipments. Product mix and price contributed a onesix percent decrease for 2016,increase in 2019, primarily due to negative impact of a lower number of higher pricedaverage selling prices for ORVs, sold to dealers relative to our other businesses. Product mix and pricepartially offset by increased promotions. Acquisitions contributed to a six percent increase to the growth for 2015,2019, primarily due to the positive benefit of a greater number of higher priced ORVs sold to dealers relative to our other businesses. Acquisitions contributed a three percent increase for 2016, primarily due to the TAP acquisition. The impact from currency rates on our Canadian and other foreign subsidiaries’ sales, when translated to U.S. dollars, decreased sales by one percentBoat Holdings acquisition in 2016 and four percent in 2015 compared to the respective prior years. Specifically, the U.S. dollar to Canadian dollar exchange rate, and overall strength of the U.S. dollar compared to other international currencies negatively impacted our 2016 sales by approximately $27.0 million and our 2015 sales by approximately $160.0 million when compared to the prior year period exchange rates.

Our sales by reporting segment, which includes the respective PG&A, were as follows:
 For the Years Ended December 31,
($ in millions) 
2016 Percent of 
Sales 
 2015 Percent of 
Sales 
 Percent
Change
2016 vs.
2015
 2014 Percent of 
Sales 
 Percent
Change
2015 vs.
2014
ORV/Snowmobiles$3,357.5
 74% $3,708.9
 78% (9)% $3,741.2
 84% (1)%
Motorcycles708.5
 16% 698.3
 15% 1 % 418.5
 9% 67 %
Global Adjacent Markets341.9
 8% 312.1
 7% 10 % 319.9
 7% (2)%
Other108.7
 2% 
 
 
 
 
 
Total Sales$4,516.6
 100% $4,719.3
 100% (4)% $4,479.6
 100% 5 %
ORV/Snowmobiles
Off-Road Vehicles
ORV sales, inclusive of PG&A sales, of $3,015.3 million in 2016, which include core ATV, RANGER and RZR side-by-side vehicles, decreased nine percent from 2015. This decrease reflects internal challenges such as delayed model year 2017 shipments, as well as external challenges such as currency pressures, heightened competitive product offerings, market share declines and slower retail sales, including in oil and gas producing regions of North America. Polaris’ North American ORV unit retail sales to consumers decreased mid-single digits percent for 2016 compared to 2015, with ATV unit retail sales decreasing high-single digits percent and side-by-side vehicles unit retail sales decreasing mid-single digits percent over the prior year. North American dealer inventories of ORVs decreased 11 percent from 2015. ORV sales outside of North America decreased approximately three percent in 2016 compared to 2015. For 2016, the average ORV per unit sales price decreased approximately four percent compared to 2015’s per unit sales price.
ORV sales, inclusive of PG&A sales, of $3,304.4 million in 2015, which include core ATV, RANGER and RZR side-by-side vehicles, decreased one percent from 2014. This decrease reflects external challenges such as currency pressures, heightened competitive product offerings and slower retail sales, particularly in oil and gas producing regions of North America. Despite the external challenges, we continued North American market share gains for both ATVs and side-by-side vehicles driven by strong consumer enthusiasm for our ORV offerings, including an expanded line-up of innovative new models. Polaris’ North American ORV unit retail sales to consumers increased low-single digits percent for 2015 compared to 2014, with both ATV and side-by-side vehicles unit retail sales growing low-single digits percent over the prior year. North American dealer inventories of ORVs decreased mid-single digits percent from 2014. ORV sales outside of North America decreased approximately 10 percent in 2015 compared to 2014, primarily due to decreased ATV sales and negative currencies. For 2015, the average ORV per unit sales price was approximately flat compared to 2014’s per unit sales price.
Snowmobiles
Snowmobiles sales, inclusive of PG&A sales, decreased 15 percent to $342.2 million for 2016 compared to 2015. This decrease is primarily due to lower wholegoods and PG&A sales, due to low snowfall levels in North America, currency pressures and market share declines. Retail sales to consumers for the 2016-2017 season-to-date period through December 31, 2016, decreased low double-digits percent. Sales of snowmobiles to customers outside of North America, principally within the Scandinavian region and Russia, decreased approximately 12 percent in 2016 as compared to 2015 due primarily to economic weakness in the region. The average unit sales price in 2016 increased three percent over 2015’s per unit sales price, primarily due to a favorable mix of premium snowmobiles.
Snowmobiles sales, inclusive of PG&A sales, decreased three percent to $404.5 million for 2015 compared to 2014. This decrease is primarily due to lower wholegoods and PG&A sales, partially offset by the acquisition of Timbersled in early 2015. Low snowfall levels in North America and currency pressures, were the primary drivers of the decreased sales for 2015. Retail sales to consumers for the 2015-2016 season-to-date period through December 31, 2015, decreased mid-teens percent; however, we realized North American market share gains for the same season-to-date period. Sales of snowmobiles to customers outside of North America, principally within the Scandinavian region and Russia, decreased over 20 percent in 2015 as compared to 2014 due primarily to economic weakness in the region. The average unit sales price in 2015 increased two percent over 2014’s per unit sales price, primarily due to a favorable mix of premium snowmobiles.


Motorcycles
Sales of Motorcycles, inclusive of PG&A sales, which is comprised of Indian and Victory motorcycles, and the moto-roadster Slingshot, increased one percent to $708.5 million for 2016 compared to 2015. The increase in 2016 sales is due to increased shipments for Indian and Victory motorcycles, partially offset by lower Slingshot shipments, which were negatively impacted by a recall during the fourth quarter. North American industry retail sales, 900cc and above (including Slingshot), decreased mid-single digits percent in 2016 compared to 2015. Over the same period, Polaris North American unit retail sales to consumers increased approximately ten percent, driven primarily by strong retail sales for Indian motorcycles. North American Polaris motorcycle dealer inventory increased approximately 30 percent in 2016 versus 2015 levels primarily due to stocking at appropriate RFM levels. Sales of motorcycles to customers outside of North America increased approximately eight percent in 2016 compared to 2015. The average per unit sales price for the Motorcycles segment in 2016 decreased four percent compared to 2015 due to the increased sales of our mid-sized motorcycles.
Sales of Motorcycles, inclusive of PG&A sales, which is comprised of Indian and Victory motorcycles, and the moto-roadster Slingshot, increased 67 percent to $698.3 million for 2015 compared to 2014. The increase in 2015 sales is due to the continued high demand for Indian motorcycles and Slingshot, but was negatively impacted by constrained product availability during the first three quarters of 2015 at our Spirit Lake, Iowa production facility. North American industry retail sales, 900cc and above (including Slingshot), increased low-single digits percent in 2015 compared to 2014. Over the same period, Polaris North American unit retail sales to consumers increased approximately 60 percent, driven primarily by continued strong retail sales for Indian motorcycles and Slingshot. North American Polaris motorcycle dealer inventory increased over 50 percent in 2015 versus 2014 levels primarily due to stocking of the Indian motorcycles and Slingshot. Sales of motorcycles to customers outside of North America increased approximately 40 percent in 2015 compared to 2014. The average per unit sales price for the Motorcycles segment in 2015 decreased two percent compared to 2014 due to the increased sales of our mid-sized motorcycles.
Global Adjacent Markets
Global Adjacent Markets sales, inclusive of PG&A sales, increased ten percent to $341.9 million for 2016 compared to 2015. The increase in sales is primarily due to the acquisition of Taylor-Dunn. Sales to customers outside of North America increased approximately three percent in 2016 compared to 2015. The average per unit sales price for the Global Adjacent Markets segment in 2016 was approximately flat compared to 2015.
Global Adjacent Markets sales, inclusive of PG&A sales, decreased two percent to $312.1 million for 2015 compared to 2014. The decrease in sales is primarily due to ongoing currency pressures, as the number of units sold in our Global Adjacent Markets segment increased compared to 2014. However, sales for our government/defense business decreased compared to 2014. The average per unit sales price for the Global Adjacent Markets segment in 2015 decreased eight percent compared to 2014 due primarily to currency pressures.
Other
In November 2016, we acquired Transamerican Auto Parts. TAP provided $108.7 million of sales for 2016.July 2018.
Sales by geographic region were as follows:
 For the Years Ended December 31,
($ in millions)2016 Percent of Total Sales 2015 Percent of Total Sales  Percent Change 2016 vs. 2015 2014 Percent of Total Sales  Percent Change 2015 vs. 2014
United States$3,557.2
 79% $3,689.0
 78% (4) % $3,339.9
 75% 10 %
Canada307.1
 7% 378.7
 8% (19)% 454.6
 10% (17)%
Other foreign countries652.3
 14% 651.6
 14% 0 % 685.1
 15% (5)%
Total sales$4,516.6
 100% $4,719.3
 100% (4) % $4,479.6
 100% 5 %
Significant regional trends were as follows:
United States:
 For the Years Ended December 31,
($ in millions)2019 Percent of Total Sales 2018 Percent of Total Sales  Percent Change 2019 vs. 2018 2017 Percent of Total Sales  Percent Change 2018 vs. 2017
United States$5,551.7
 82% $4,883.8
 80% 14% $4,327.6
 80% 13%
Canada394.9
 6% 390.2
 7% 1% 375.6
 7% 4%
Other foreign countries835.9
 12% 804.5
 13% 4% 725.3
 13% 11%
Total sales$6,782.5
 100% $6,078.5
 100% 12% $5,428.5
 100% 12%
Sales in the United States for 2016 decreased four2019 increased 14 percent compared to 2015,2018, primarily resulting from lower shipmentsthe acquisition of ORVs.Boat Holdings in July 2018 and increased ORV shipments. The United States represented 79 percent, 78 percent and 7582 percent of total company sales in 2016, 2015 and2019.

2014, respectively. Sales in the United StatesCanadian sales for 20152019 increased 10one percent compared to 2014, primarily resulting from higher shipments in motorcycles and related PG&A.
Canada:
Canadian sales decreased 19 percent in 2016 compared to 2015. A slower retail environment,2018, driven by the oil and gas producing regions of Canada, contributed to the decrease in 2016, as well as negative currencyincreased snowmobile shipments. Currency rate movement which had an unfavorable threetwo percent impact on sales for 20162019 compared to 2015.2018. Sales in Canada represented seven percent, eight percent and tensix percent of total company sales in 2016, 2015 and 2014, respectively. Canadian sales decreased seventeen percent in 2015 compared to 2014. Negative currency rate movement was the primary contributor for the decrease in 2015, which had an unfavorable 14 percent impact on sales for 2015 compared to 2014, along with a slower retail environment, particularly in the oil and gas producing regions.
Other Foreign Countries:2019.
Sales in other foreign countries, primarily in Europe, were approximately flat for 2016increased four percent in 2019 compared to 2015. Sales of motorcycles and Global Adjacent Markets vehicles increased, but were offset2018. This increase was primarily driven by decreasedhigher sales of snowmobiles and ORVs, as well as negative currencyIndian motorcycles. Currency rate movements which had an unfavorable three percentage pointfive percent impact on sales for 20162019 compared to 2015.2018. Sales in other foreign countries primarilyrepresented 12 percent of total company sales in Europe, decreased five percent for 2015 compared to 2014. The decrease was primarily driven by negative currency rate movements, which had an unfavorable 15 percentage point impact on sales for 2015 compared to 2014, as well as decreased sales of side-by-side vehicles, snowmobiles, and Global Adjacent Markets vehicles, partially offset by increased sales of motorcycles. The decrease in snowmobile sales was primarily due to poor economic conditions in Russia.2019.
Cost of Sales: sales:
The following table reflects our cost of sales in dollars and as a percentage of sales:
For the Years Ended December 31,For the Years Ended December 31,
($ in millions)2016 Percent of Total Cost of Sales 2015 Percent of Total Cost of Sales Change 2016 vs. 2015 2014 Percent of
Total
Cost of Sales
 Change 2015 vs. 20142019 Percent of Total Cost of Sales  2018 Percent of Total Cost of Sales  Change 2019 vs. 2018 2017 Percent of Total Cost of Sales  Change 2018 vs. 2017
Purchased materials and services$2,840.8
 83% $2,929.9
 87% (3)% $2,757.6
 87% 6%$4,418.5
 86% $3,978.1
 87% 11% $3,526.0
 86% 13 %
Labor and benefits250.7
 7% 258.7
 8% (3)% 244.1
 8% 6%433.3
 9% 358.5
 8% 21% 292.6
 7% 23 %
Depreciation and amortization124.5
 4% 117.9
 3% 6 % 96.9
 3% 22%159.0
 3% 135.7
 3% 17% 139.5
 3% (3)%
Warranty costs195.0
 6% 73.7
 2% 165 % 61.9
 2% 19%122.9
 2% 105.0
 2% 17% 145.7
 4% (28)%
Total cost of sales$3,411.0
 100% $3,380.2
 100% 1 % $3,160.5
 100% 7%$5,133.7
 100% $4,577.3
 100% 12% $4,103.8
 100% 12 %
Percentage of sales75.5%   71.6%   +389 basis
 70.6%   +108 basis
75.7%   75.3%   +39 basis points
 75.6%   -29 basis points
        points
        points
For 2016,2019, cost of sales increased one12 percent to $3,411.0$5,133.7 million compared to $3,380.2$4,577.3 million in 2015.2018. The increase in cost of sales in 20162019 is primarily attributed to higher warranty costs incurred related to product recalls, partially offset by decreased production. Additionally, depreciation and amortizationthe acquisition of Boat Holdings which closed on July 2, 2018, as well as increased due to higher capital expenditures to increase production capacity and capabilities.
For 2015, cost of sales increased seven percent to $3,380.2 million compared to $3,160.5 million in 2014. The increase in cost of sales in 2015 resulted primarily from the effect of a three percent increase in sales volume on purchased materials and services and labor and benefits. Additionally, depreciation and amortization increased duerelated to higher capital expenditures to increase production capacitysales volumes and capabilities.tariff costs.

Gross profit:
Gross Profit:
The following table reflects our gross profit in dollars and as a percentage of sales:
 For the Years Ended December 31,
($ in millions)2016 Percent of Sales 2015 Percent of Sales 
Change
2016 vs. 
2015
 2014 Percent of Sales 
Change
2015 vs. 
2014
ORV/Snowmobiles$930.2
 27.7% $1,190.6
 32.1% (22)% $1,206.6
 32.3% (1)%
Motorcycles91.4
 12.9% 97.3
 13.9% (6)% 54.4
 13.0% 79 %
Global Adjacent Markets95.1
 27.8% 84.2
 27.0% 13 % 88.8
 27.8% (5)%
Other19.8
 18.3% 
 
 
 
 
 
Corporate(30.9)   (33.1)   (7)% (30.6)   8 %
Total gross profit dollars$1,105.6
   $1,339.0
   (17)% $1,319.2
   2 %
Percentage of sales24.5%   28.4%   -389 basis points
 29.4%   -108 basis points
Consolidated. Consolidated gross profit, as a percentage of sales, decreased in 20162019 due to increased warranty and promotionalhigher tariff costs, and negative currency impacts, partially offset by lower commodity costs and product cost reduction efforts. During 2016, we incurred additional warranty expense equating to approximately 250 basis points of negative impact to gross profit margins, related primarily to increased warranty costs associated with vehicle recalls, of which approximately 200 basis points is considered to be one-time in nature. Gross profit in absolute dollars decreased due to lower sales volume, unfavorable product mix, higher promotions and higher warranty costs, partially offset by lower commodity costs and cost savings from product cost reduction efforts. Foreign currencies had a negative impact to gross profit of approximately $43.0 million for 2016, when compared to the prior year period.
Consolidated gross profit, as a percentage of sales, was 28.4 percent for 2015, a decrease of 108 basis points from 2014. Gross profit dollars increased two percent to $1,339.0 million in 2015 compared to 2014. The increase in gross profit dollars resulted from higher selling prices, lower commodity costs and product cost reduction efforts, partially offset by the negative impact of foreign currency movementsrates, and higher promotions. Foreign currencies had a negative impact tothe addition of Boats, which has lower gross profit of approximately $70.0 million for 2015, when compared to the prior year period. The decrease in gross profit percentage resulted primarily from unfavorable foreign currency fluctuations, new plant start-up costs, higher promotional expenses and higher depreciation and amortization, partially offset by lower commodity costs, product cost reduction and higher selling prices.
ORV/Snowmobiles. Gross profit, as a percentage of sales, decreased from 2015 to 2016, primarily due to decreased volumes, higher warranty costs and higher promotions, partially offset by product cost reduction efforts. Included in warranty expense are costs related to recall activity, primarily for certain RZR vehicles. Gross profit, as a percentage of sales, was approximately flat from 2014 to 2015, primarily due to the negative impact of currency movements, decreased volumes and higher promotions, offset by product cost reduction efforts.
Motorcycles. Gross profit, as a percentage of sales, decreased from 2015 to 2016, primarily due to higher warranty costs associated with Slingshot,margins, partially offset by increased sales volumes of Indianproductivity and Victory motorcycles, and the absence of costs incurred in 2015 related to additional manufacturing costs and inefficiencies associated with our Spirit Lake, Iowa motorcycle facility paint system. Gross profit, as a percentage of sales, increased from 2014 to 2015, primarily due to increased sales volumes of Indian and Slingshot, partially offset by additional manufacturing costs and inefficiencies associated with our efforts to scale-up production and add capacity to the paint system at our Spirit Lake, Iowa motorcycle facility.
Global Adjacent Markets. Gross profit, as a percentage of sales, increased from 2015 to 2016, primarily due to the acquisition of Taylor-Dunn and increased sales volumes of Aixam vehicles. Gross profit, as a percentage of sales, decreased from 2014 to 2015, primarily due to the negative impact of currency movements.
Other. Gross profit was $19.8 million for 2016 due to the acquisition of TAP in November 2016, which includes approximately $9.0 million related to a purchase accounting inventory step-up adjustment.higher average selling prices.

Operating Expenses:
The following table reflects our operating expenses in dollars and as a percentage of sales:
 For the Years Ended December 31,
($ in millions) 
2016 2015 Change
2016 vs. 2015
 2014 Change
2015 vs. 2014
Selling and marketing$342.2
 $316.7
 8% $314.5
 1%
Research and development185.1
 166.4
 11% 148.5
 12%
General and administrative306.5
 209.1
 47% 203.2
 3%
Total operating expenses$833.8
 $692.2
 20% $666.2
 4%
Percentage of sales18.5% 14.7% +379 basis points
 14.9% -20 basis points
expenses:
Operating expenses for 2016, as a percentage of sales and2019, in absolute dollars, increased primarily due to higher general and administrative expenses due to increased legal expenses and other costs related to product recalls. Operating expenses also increased due to acquisitions and acquisition-related expenses, including approximately $13.0 million of acquisition-related expenses for the TAPBoat Holdings acquisition, as well as increasedwhich closed on July 2, 2018, ongoing investments in research and development, expenses for ongoing product refinement and innovation.
investments in strategic projects. Operating expenses, for 2015, as a percentage of sales, decreased 20 basis points compared to 2014. Operating expenses in absolute dollars increased in 2015 primarily due to higherongoing investments in research and development expenses, as well as increased general and administrative expenses,investments in strategic projects, partially offset by Boat Holdings, which includes infrastructure investments being madehas a lower operating expense to support global growth initiatives. Operating expenses as a percent of sales declined primarily due to operating cost control measures and a reduction in incentive compensation plan expenses. Foreign currencies had a favorable impact to operating expenses of approximately $15.0 million for 2015, when compared to the prior year period.ratio.
Income from Financial Services:financial services:
The following table reflects our income from financial services:
For the Years Ended December 31,For the Years Ended December 31,
($ in millions)2016 2015 Change
2016 vs. 2015
 2014 Change
2015 vs. 2014
2019 2018 Change
2019 vs. 2018
 2017 Change
2018 vs. 2017
Income from Polaris Acceptance joint venture$31.1
 $30.7
 1% $30.5
 1%$32.5
 $30.4
 7 % $27.3
 11 %
Income from retail credit agreements41.8
 33.9
 23% 27.6
 23%45.6
 46.3
 (2)% 37.5
 23 %
Income from other financial services activities5.6
 4.7
 19% 3.6
 31%2.8
 10.7
 (74)% 11.5
 (7)%
Total income from financial services$78.5
 $69.3
 13% $61.7
 12%$80.9
 $87.4
 (7)% $76.3
 15 %
Percentage of sales1.7% 1.5% +27 basis points
 1.4% +9 basis points
1.2% 1.4% -25 basis points
 1.4% +3 basis points
Income from financial services increased 13decreased 7 percent to $78.5$80.9 million in 20162019 compared to $69.3$87.4 million in 2015. 2018. The decrease in 2019 was primarily due to lower retail sales and lower penetration rates, partially offset by higher wholesale credit income due to higher dealer inventory levels.
Interest expense:
The increase in 2016 is primarily due to a 10 percent increase in retail credit contract volume and increased profitability generated from the retail credit portfolios with Performance Finance, Sheffield Financial and Synchrony Bank and higher income from the sale of extended service contracts.
Income from financial services increased 12 percent to $69.3 million in 20152019 compared to $61.7 million in 2014. The increase in 2015 is primarily due to a 15 percent increase in retail credit contract volume and increased profitability generated from the retail credit portfolios with Sheffield Financial, Synchrony Bank, Capital One, Chrome Capital and FreedomRoad, and slightly higher income from dealer inventory financing through Polaris Acceptance, due primarily to a 14 percent increase in financed receivables as of December 31, 2015.

Remainder of the Income Statement:
 For the Years Ended December 31,
($ in millions except per share data)2016 2015 Change
2016 vs. 2015
 2014 Change
2015 vs. 2014
Interest expense$16.3
 $11.5
 42 % $11.2
 2 %
Equity in loss of other affiliates$6.9
 $6.8
 1 % $4.1
 65 %
Other expense, net$13.8
 $12.1
 14 % $0.0
 NM
          
Income before income taxes$313.3
 $685.7
 (54)% $699.3
 (2)%
Provision for income taxes$100.3
 $230.4
 (56)% $245.3
 (6)%
Percentage of income before income taxes32.0% 33.6% -158 basis points
 35.1% -148 basis points
          
Net income$212.9
 $455.4
 (53)% $454.0
 0 %
Diluted net income per share$3.27
 $6.75
 (52)% $6.65
 2 %
Weighted average diluted shares outstanding65.2
 67.5
 (3)% 68.2
 (1)%
NM = not meaningful         
Interest Expense.The increase in 2016 compared to 2015 is2018, was primarily due to increased debt levels through borrowings on our term loan facility and revolving credit facility, primarily to finance acquisitions. The increase in 2015 compared to 2014 is primarily due to increased debt levels through borrowings on our existing revolving credit facility.the Boat Holdings acquisition.
Equity in loss of other affiliates. Increased losses ataffiliates:
As a result of the decision by the Eicher-Polaris Private Limited (EPPL) relatedBoard of Directors to continued operating activities related toshut down the productionoperations of the jointly-developed Multix personal vehicle, which is specifically designed to satisfy the varied transportation needs of consumersEPPL joint venture, we impaired our investment in India. During 2015, EPPL began production of the Multix vehicle. We have recorded our proportionate 50 percent share of EPPL losses.and incurred additional wind-down related costs in 2018. Such costs did not occur in 2019.
Other (income) expense,net. net:
The change in Other (income) expense, net primarily relates to foreign currency exchange rate movements and the corresponding effects on foreign currency transactions, currency hedging positions and balance sheet positions related to our foreign subsidiaries from period to period. 2018 includes a $13.5 million gain on the Company’s investment in Brammo Inc.
Provision for income taxes.taxes:
The income tax rate for 20162019 was 32.0%20.6% as compared with 33.6% and 35.1%21.9% in 2015 and 2014, respectively.2018. The lower income tax rate for 2016,2019, compared with 20152018 was primarily due to the decrease in 2016 pretax income, as the beneficial impact of discrete items increases with lower pretax earnings.The lower income tax rate for 2015 as compared to 2014 was primarily due to taxadditional domestic manufacturing benefits recorded related to research and development creditsrealized from the filing of our 2014 federal incomeamended returns and favorable adjustments in 2019 for prior year tax return and other amended returns. Thefilings related to international tax provisions, as well as, favorable impact, net ofadjustments related to state attributes, partially offset by a decrease in excess tax reserves in 2015, totaled approximately $10.0 million. For 2016, 2015 and 2014, the income tax provision was positively impacted by the United States Congress extending and permanently enacting the research and development income tax credit.benefits related to share based compensation as compared to 2018.
Weighted average shares outstanding.outstanding:
The change in the weighted average diluted shares outstanding from 20152018 to 2016 and from 2014 to 2015 is2019 was primarily due to share repurchases under our stock repurchase program.program at the end of 2018.

Segment Results of Operations
The summary that follows provides a discussion of the results of operations of each of our five reportable segments. Each of these segments is comprised of various product offerings that serve multiple end markets. We evaluate performance based on sales and gross profit.

Until July 2018, the Company reported under four segments, however, as a result of the Boat Holdings acquisition, the Company established a fifth reporting segment, Boats, which includes the results of Boat Holdings. The comparative 2018 and 2017 results were not required to be reclassified as the new reporting segment structure did not impact historical segments.
Our sales and gross profit by reporting segment, which includes the respective PG&A, were as follows:
 For the Years Ended December 31,
($ in millions) 
2019 Percent of Sales  2018 Percent of Sales  Percent Change 2019 vs. 2018 2017 Percent of Sales  Percent Change 2018 vs. 2017
Sales               
ORV/Snowmobiles$4,209.1
 62% $3,919.4
 64% 7 % $3,570.8
 66% 10 %
Motorcycles584.1
 9% 545.6
 9% 7 % 576.0
 11% (5)%
Global Adjacent Markets461.3
 7% 444.6
 7% 4 % 396.8
 7% 12 %
Aftermarket906.7
 13% 889.2
 15% 2 % 884.9
 16% 0 %
Boats621.3
 9% 279.7
 5% NM
 0.0
 % NM
Total sales$6,782.5
 100% $6,078.5
 100% 12 % $5,428.5
 100% 12 %
                
 For the Years Ended December 31,
($ in millions)2019 Percent of Sales 2018 Percent of Sales Percent Change 2019 vs. 2018 2017 Percent of Sales Percent Change 2018 vs. 2017
Gross profit               
ORV/Snowmobiles$1,204.3
 28.6% $1,113.9
 28.4% 8 % $1,054.6
 29.5% 6 %
Motorcycles44.1
 7.5% 63.0
 11.6% (30)% 16.7
 2.9% 277 %
Global Adjacent Markets129.9
 28.2% 116.6
 26.2% 11 % 94.9
 23.9% 23 %
Aftermarket222.7
 24.6% 234.4
 26.4% (5)% 225.5
 25.5% 4 %
Boats124.6
 20.1% 46.3
 16.5% NM
 
 % NM
Corporate(76.8)   (73.0)   5 % (67.0)   9 %
Total gross profit$1,648.8
   $1,501.2
   10 % $1,324.7
   13 %
                
NM = not meaningful               
ORV/Snowmobiles:
ORV sales, inclusive of PG&A, of $3,825.5 million in 2019, which includes ATV, Polaris GENERAL, RANGER,and RZR vehicles, increased seven percent compared to 2018. This increase was driven by RZR and RANGER shipments. Polaris’ North American ORV unit retail sales to consumers decreased low-single digits percent for 2019 compared to 2018, with ATV unit retail sales down mid-single digits percent and side-by-side vehicles unit retail sales increasing low-single digits percent over the prior year, as consumers continue to shift from ATVs to side-by-sides. The Company estimates that North American industry ORV retail sales were up mid single-digits percent over the prior year. North American dealer inventories of ORVs increased high-single digits percent from 2018. ORV sales outside of North America was approximately flat in 2019 compared to 2018. For 2019, the average ORV per unit sales price increased approximately 10 percent compared to 2018’s per unit sales price.
Snowmobiles sales, inclusive of PG&A sales, increased 12 percent to $383.5 million for 2019 compared to 2018. Retail sales to consumers for the 2019-2020 season-to-date period through December 31, 2019, increased mid-single digits percent. Sales of snowmobiles to customers outside of North America, principally within the Scandinavian region and Russia, decreased approximately 19 percent in 2019 as compared to 2018. North American dealer inventories of snowmobiles decreased mid-single digits percent from 2018. The average unit sales price in 2019 increased approximately one percent over 2018’s per unit sales price.
For the ORV/Snowmobiles segment, gross profit, as a percentage of sales, increased from 2018 to 2019, primarily due to higher average selling prices partially offset by higher tariff costs.

Motorcycles:
Sales of Motorcycles, inclusive of PG&A sales, increased seven percent to $584.1 million for 2019 compared to 2018. The increase in 2019 sales was primarily due to increased sales of Indian motorcycles of 14 percent, partially offset by a decrease in sales of Slingshot of approximately 22 percent. The Company estimates North American industry retail sales, 900cc and above cruiser, touring, and standard market segments (including Slingshot), decreased mid-single digits percent in 2019 compared to 2018. Over the same period, Polaris North American unit retail sales to consumers decreased approximately 10 percent. North American Polaris motorcycle dealer inventory increased mid-teens percent in 2019 versus 2018 levels. Sales of motorcycles to customers outside of North America increased approximately 24 percent in 2019 compared to 2018, due primarily to an increase in Indian motorcycle shipments. The average per unit sales price for the Motorcycles segment in 2019 was approximately flat compared to 2018’s per unit sales price.
Gross profit, as a percentage of sales, decreased from 2018 to 2019, primarily due to higher tariffs, higher warranty expense, and the negative impact of foreign currency rates.
Global Adjacent Markets:
Global Adjacent Markets sales, inclusive of PG&A sales, increased four percent to $461.3 million for 2019 compared to 2018. The increase in sales was primarily due to growth in Polaris Adventures as well as the government and defense business. Sales to customers outside of North America increased approximately five percent in 2019 compared to 2018 primarily due to higher sales in the commercial, government and defense business.
Gross profit, as a percentage of sales, increased from 2018 to 2019, primarily due to improved sales mix, increased productivity and lower warranty expense.
Aftermarket:
Aftermarket sales, which includes Transamerican Auto Parts (TAP), along with our other aftermarket brands of Klim, Kolpin, ProArmor, Trail Tech and 509, of $906.7 million for 2019 were up two percent compared to 2018, primarily due to growth in the other aftermarket brands, which increased 14%. TAP’s sales were approximately flat.
Gross profit, as a percentage of sales, decreased from 2018 to 2019, primarily due to tariffs and sales mix.
Boats:
Boat sales, which primarily relate to the Boat Holdings acquisition which closed on July 2, 2018, were $621.3 million in 2019 compared to $279.7 million in 2018. We estimate that U.S. pontoon industry unit sales decreased low single-digits percent during 2019. Polaris U.S. pontoon unit retail sales to consumers outperformed the market, and is estimated to be down slightly compared to 2018.
Gross profit, as a percentage of sales, increased from 2018 to 2019, primarily due to purchase accounting adjustments in 2018, as well as increased pricing and improved productivity.

Liquidity and Capital Resources
Our primary source of funds has been cash provided by operating and financing activities. Our primary uses of funds have been for acquisitions, repurchase and retirement of common stock, capital investment, new product development and cash dividends to shareholders. The seasonality of production and shipments cause working capital requirements to fluctuate during the year.
We believe that existing cash balances, cash flow to be generated from operating activities and available borrowing capacity under the line of credit arrangement will be sufficient to fund operations, new product development, cash dividends, share repurchases, acquisitions and capital requirements for the foreseeable future. At this time, we are not aware of any factors that would have a material adverse impact on cash flow.

The following table summarizes the cash flows from operating, investing and financing activities for the years ended December 31, 2019, 2018 and 2017:
($ in millions)For the Years Ended December 31,
2019 2018 Change
2019 vs. 2018
 2017 Change
2018 vs. 2017
Total cash provided by (used for):         
Operating activities$655.0
 $477.1
 $177.9
 $585.4
 $(108.3)
Investing activities(239.3) (959.5) 720.2
 (151.1) (808.4)
Financing activities(411.8) 523.4
 (935.2) (427.7) 951.1
Impact of currency exchange rates on cash balances(0.7) (9.5) 8.8
 9.8
 (19.3)
Increase (decrease) in cash and cash equivalents$3.2
 $31.5
 $(28.3) $16.4
 $15.1
Operating Activities:
Net cash provided by operating activities totaled $655.0 million and $477.1 million in 2019 and 2018, respectively. The $177.9 million increase is primarily the result of a decrease in net working capital, partially offset by lower net income. The primary driver of lower net working capital is the result of timing of payments for accounts payable and higher accrued expenses, including sales promotions and incentives and dealer holdback. Higher accrued expenses is driven largely by higher dealer inventory.
Investing Activities:
Net cash used for investing activities was $239.3 million in 2019 compared to $959.5 million in 2018. The primary uses of cash in 2019 were for the purchase of property and equipment and tooling for continued capacity and capability at our manufacturing and distribution facilities and for product development. The primary use of cash in the prior year comparable period was for the acquisition of Boat Holdings.
Financing Activities:
Net cash used for financing activities was $411.8 million in 2019 compared to net cash provided by financing activities of $523.4 million in 2018. We paid cash dividends of $149.1 million and $149.0 million in 2019 and 2018, respectively. Total common stock repurchased in 2019 and 2018 totaled $8.4 million and $348.7 million, respectively. In 2019, we had net repayments under debt arrangements, finance lease obligations and notes payable of $270.0 million, compared to net borrowings of $973.7 million in 2018 to fund the Boat Holdings acquisition. Proceeds from the issuance of stock under employee plans were $15.7 million and $47.4 million in 2019 and 2018, respectively.
Financing Arrangements:
We are party to an unsecured $700.0 million variable interest rate revolving loan facility that expires in July 2023, under which we have unsecured borrowings. At December 31, 2019, there were borrowings of $75.2 million outstanding under this arrangement. We are also party to a $1,180.0 million term loan facility, of which $1,000.0 million is outstanding as of December 31, 2019. Interest is charged at rates based on LIBOR or “prime.”
In December 2010, the Company entered into a Master Note Purchase Agreement to issue $25.0 million of unsecured senior notes due May 2018 and $75.0 million of unsecured senior notes due May 2021 (collectively, the “Senior Notes”). The Senior Notes were issued in May 2011. In December 2013, the Company entered into a First Supplement to Master Note Purchase Agreement, under which the Company issued $100.0 million of unsecured senior notes due December 2020. In July 2018, the Company entered into a Master Note Purchase Agreement to issue $350.0 million of unsecured senior notes due July 2028. At December 31, 2019 and 2018, outstanding borrowings under the amended Master Note Purchase Agreement totaled $525.0 million and $525.0 million, respectively.
As a component of the Boat Holdings merger agreement, Polaris has committed to make a series of deferred payments to the former owners following the closing date of of the merger through July 2030. The original discounted payable was for $76.7 million, of which $71.7 million is outstanding as of December 31, 2019. The outstanding balance is included in long-term debt and current portion of long-term debt in the consolidated balance sheets.
At December 31, 2019 and 2018, we were in compliance with all debt covenants. Our debt to total capital ratio was 60 percent and 69 percent at December 31, 2019 and 2018, respectively.

Contractual Obligations:
The following table summarizes our significant future contractual obligations at December 31, 2019:
          
(In millions): 
Total  <1 Year 1-3 Years 4-5 Years >5 Years
Senior notes$525.0
 $100.0
 $75.0
 
 $350.0
Borrowings under our credit facility75.2
 
 
 $75.2
 
Term loan facility1,000.0
 59.0
 118.0
 823.0
 
Notes payable and other81.3
 6.4
 13.6
 14.5
 46.8
Interest expense192.8
 53.0
 94.2
 45.6
 
Finance leases20.4
 2.1
 4.2
 4.2
 9.9
Operating leases121.3
 38.1
 47.3
 22.9
 13.0
Total$2,016.0
 $258.6
 $352.3
 $985.4
 $419.7
In the table above, we assumed our December 31, 2019, outstanding borrowings under the Senior Notes will be paid at their respective due dates. Interest expense has not been estimated beyond year five. Additionally, at December 31, 2019, we had letters of credit outstanding of $21.6 million related to purchase obligations for raw materials. Not included in the above table are unrecognized tax benefits of $28.1 million, including interest, as the timing of payment is uncertain.
We administer and provide extended service contracts to consumers and certain insurance contracts to dealers and consumers through various third-party suppliers. We finance our self-insured risks related to extended service contracts, but do not retain any insurance or financial risk under any of the other arrangements.
The balance of restricted cash as of December 31, 2019, 2018, and 2017 was $39.2 million, $32.0 million, and $23.3 million, respectively. Restricted cash represents cash equivalents held in trust, as well as amounts held on deposit with regulatory agencies in the various jurisdictions in which our insurance entity does business.
Share Repurchases:
Our Board of Directors has authorized the cumulative repurchase of up to 90.5 million shares of our common stock through an authorized stock repurchase program. Of that total, approximately 87.3 million shares have been repurchased cumulatively from 1996 through December 31, 2019. We repurchased a total of 0.1 million shares of our common stock for $8.4 million during 2019, which had an immaterial impact on earnings per share. We have authorization from our Board of Directors to repurchase up to an additional 3.2 million shares of our common stock as of December 31, 2019. The repurchase of any or all such shares authorized remaining for repurchase will be governed by applicable SEC rules.
Wholesale Customer Financing Arrangements:
We have arrangements with certain finance companies to provide secured floor plan financing for our dealers. These arrangements provide liquidity by financing dealer purchases of our products without the use of our working capital. A majority of the worldwide sales of snowmobiles, ORVs, motorcycles, boats and related PG&A are financed under similar arrangements whereby we receive payment within a few days of shipment of the product. The amount financed by worldwide dealers under these arrangements related to snowmobiles, ORVs, motorcycles, boats and related PG&A as of December 31, 2019 and 2018, was approximately $1,884.1 million and $1,643.8 million, respectively. We participate in the cost of dealer financing up to certain limits.
Polaris Acceptance, a joint venture between Polaris and Wells Fargo Commercial Distribution Finance Corporation (“WFCDF”), a direct subsidiary of Wells Fargo Bank, N.A. (“Wells Fargo”), which is supported by a partnership agreement between their respective wholly owned subsidiaries, finances substantially all of our U.S. sales of snowmobiles, ORVs, motorcycles, and related PG&A, whereby we receive payment within a few days of shipment of the product. The partnership agreement is effective through February 2027.
Polaris Acceptance sells a majority of its receivables portfolio (the “Securitized Receivables”) to a securitization facility (“Securitization Facility”) arranged by Wells Fargo, a WFCDF affiliate. The sale of receivables from Polaris Acceptance to the Securitization Facility is accounted for in Polaris Acceptance’s financial statements as a “true-sale” under ASC Topic 860. Polaris Acceptance is not responsible for any continuing servicing costs or obligations with respect to the Securitized Receivables. The remaining portion of the receivable portfolio is recorded on Polaris Acceptance’s books, and is funded through a loan from an affiliate of WFCDF and through equity contributions from both partners. At

December 31, 2019, the outstanding amount of net receivables financed for dealers under this arrangement, including Securitized Receivables, was $1,423.4 million, a 16 percent increase from $1,226.4 million at December 31, 2018.
We account for our investment in Polaris Acceptance under the equity method. Polaris Acceptance is funded through equal equity cash investments from the partners and a loan from an affiliate of WFCDF. We do not guarantee the outstanding indebtedness of Polaris Acceptance. The partnership agreement provides that all income and losses of Polaris Acceptance are shared 50 percent by our wholly owned subsidiary and 50 percent by WFCDF’s subsidiary. Our total investment in Polaris Acceptance at December 31, 2019 was $110.6 million. Our exposure to losses of Polaris Acceptance is limited to our equity in Polaris Acceptance. Credit losses in the Polaris Acceptance portfolio have been modest, averaging less than one percent of the portfolio.
We have agreed to repurchase products repossessed by Polaris Acceptance up to an annual maximum of 15 percent of the aggregate average month-end outstanding Polaris Acceptance receivables and Securitized Receivables during the prior calendar year. For calendar year 2019, the potential 15 percent aggregate repurchase obligation was approximately $180.6 million. For calendar year 2020, the potential 15 percent aggregate repurchase obligation is approximately $198.3 million. Our financial exposure under this arrangement is limited to the difference between the amount paid to the finance company for repurchases and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement. However, an adverse change in retail sales could cause this situation to change and thereby require us to repurchase repossessed units subject to the annual limitation referred to above. We have not guaranteed the outstanding indebtedness of Polaris Acceptance.
A subsidiary of TCF Financial Corporation (“TCF”) finances a portion of our United States sales of boats whereby we receive payment within a few days of shipment of the product. We have agreed to repurchase products repossessed by TCF up to a maximum of 100 percent of the aggregate outstanding TCF receivables balance. At December 31, 2019, the potential aggregate repurchase obligation was approximately $221.5 million. Our financial exposure under this arrangement is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement during the periods presented.
Retail Customer Financing Arrangements:
We have agreements with Performance Finance, Sheffield Financial and Synchrony Bank, under which these financial institutions provide financing to end consumers of our products. The income generated from these agreements has been included as a component of income from financial services in the accompanying consolidated statements of income. At December 31, 2019, the agreements in place were as follows:
Financial institutionAgreement expiration date
Performance FinanceDecember 2026
Sheffield FinancialDecember 2024
Synchrony BankDecember 2025
During 2019, consumers financed 32 percent of our vehicles sold in the United States through the Performance Finance, Sheffield Financial and Synchrony Bank installment retail credit arrangements. The volume of installment credit contracts written in calendar year 2019 with these institutions was $1,249.0 million, a six percent decrease from 2018.

Critical Accounting Policies
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements. Some of those significant accounting policies require us to make difficult, subjective, or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur may have a material impact on our financial condition or results of operations. The significant accounting policies that management believes are the most critical to aid in fully understanding and evaluating our reported financial results include the following: revenue recognition, sales promotions and incentives, dealer holdback programs, share-based employee compensation, product warranties, product liability, and product liability.goodwill and indefinite-lived intangibles.

Revenue recognition. Revenues With respect to wholegood vehicles, boats, parts, garments and accessories, revenue is recognized when we transfer control of the product to the customer. With respect to services provided by us, revenue is recognized upon completion of the service or over the term of the agreement in proportion to the costs expected to be incurred in satisfying the obligations over the term of the service period. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized atas expense. The expected costs associated with our limited warranties and field service bulletin actions are recognized as expense when the timeproducts are sold. We recognize revenue for vehicle service contracts that extend mechanical and maintenance coverage beyond our limited warranties over the life of shipment to the dealer, distributor or other customers.contract. Historically, product returns, whether in the normal course of business or resulting from repurchases made under the floorplan financing program, have not been material. However, we have agreed to repurchase products repossessed by the finance companies up to certain limits. Our financial exposure is limited to the difference between the amount paid to the finance companies and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements. We have not historically recorded any significant sales return allowances because we have not been required to repurchase a significant number of units. However, an adverse change in retail sales could cause this situation to change. Polaris sponsors certain sales incentive programsRevenue from goods and accrues liabilitiesservices transferred to customers at a point-in-time accounts for estimated salesthe majority of our revenue.

promotion expenses and estimated holdback amounts that are recognized as reductions to sales when products are sold to the dealer or distributor customer.
Sales promotions and incentives. We provide for estimated sales promotion and incentive expenses, which are recognized as a reductioncomponent of sales in measuring the amount of consideration we expect to sales at the time of sale to the dealerreceive in exchange for transferring goods or distributor.providing services. Examples of sales promotion and incentive programs include dealer and consumer rebates, volume incentives, retail financing programs and sales associate incentives. Sales promotion and incentive expenses are estimated based on current programs and historical rates for each product line. We record these amounts as a liability in the consolidated balance sheet until they are ultimately paid. At December 31, 20162019 and 2015,2018, accrued sales promotions and incentives were $158.6$189.9 million and $141.1$167.6 million, respectively, resulting primarily from an increased competitive environment in 2016.respectively. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the customer usage rate varies from historical trends. Adjustments to sales promotions and incentives accruals are made from time to time as actual usage becomes known in order to properly estimate the amounts necessary to generate consumer demand based on market conditions as of the balance sheet date. Historically, actual sales promotion and incentive expenses have been within our expectations and differences have not been material.
Dealer holdback programs. Dealer holdback represents a portion of the invoiced sales price that is expected to be subsequently returned to the dealer or distributor as a sales incentive upon the ultimate retail sale of the product. Holdback amounts reduce the ultimate net price of the products purchased by our dealers or distributors and, therefore, reduce the amount of sales we recognize at the time of shipment. The portion of the invoiced sales price estimated as the holdback is recognized as “dealer holdback” liability on our balance sheet until paid or forfeited. The minimal holdback adjustments in the estimated holdback liability due to forfeitures are recognized in net sales. Payments are made to dealers or distributors at various times during the year subject to previously established criteria. Polaris recorded accrued liabilities of $117.6 million and $123.3 million for dealer holdback programs in the consolidated balance sheets as of December 31, 2016 and 2015, respectively.
Share-based employee compensation. We recognize in the financial statements the grant-date fair value of stock options and other equity-based compensation issued to employees. Determining the appropriate fair-value model and calculating the fair value of share-based awards at the date of grant requires judgment. We utilize the Black-Scholes option pricing model to estimate the fair value of employee stock options. Option pricing models, including the Black-Scholes model, also require the use of input assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. We utilize historical volatility as we believe this is reflective of market conditions. The expected life of the awards is based on historical exercise patterns. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. The dividend yield assumption is based on our history of dividend payouts. We develop an estimate of the number of share-based awards that will be forfeited due to employee turnover. Changes in the estimated forfeiture rate can have a significant effect on reported share-based compensation, as the effect of adjusting the rate for all expense amortization is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher or lower than the estimated forfeiture rate, then an adjustment is made to increase or decrease the estimated forfeiture rate, which will result in a decrease or increase to the expense recognized in the financial statements. If forfeiture adjustments are made, they would affect our gross margin and operating expenses. We estimate the likelihood and the rate of achievement for performance share-based awards, specifically long-term compensation grants of performance-based restricted stock awards. Changes in the estimated rate of achievement can have a significant effect on reported share-based compensation expenses as the effect of a change in the estimated achievement level is recognized in the period that the likelihood factor changes. If adjustments in the estimated rate of achievement are made, they would be reflected in our gross margin and operating expenses. At the end of 2016, if all long-term incentive program performance based awards were expected to achieve the maximum payout, we would have recorded an additional $46.9 million of expense in 2016. Fluctuations in our stock price can have a significant effect on reported share-based compensation expenses for liability-based awards. The impact from fluctuations in our stock price is recognized in the period of the change, and is reflected in our gross margin and operating expenses. At December 31, 2016, the accrual for liability-based awards outstanding was $6.1 million, and is included in accrued compensation in the consolidated balance sheets.
Product warranties. We provide a limited warranty for ORVsour vehicles and boats for a period of six months for a period of one year for our snowmobiles, for a period of one or twoto ten years, for our motorcycles depending on brand and model year, for a period of one year for our Taylor-Dunn vehicles, and for a two year period for GEM, Goupil and Aixam vehicles.the product. We provide longer warranties in certain geographical markets as determined by local regulations and market conditionscustomary practice and may provide longer warranties related to certain promotional programs. Our standard warranties require us, orthrough our dealersdealer network, to

repair or replace defective products during such warranty periods at no cost to the consumers.periods. The warranty reserve is established at the time of sale to the dealer or distributor based on management’s best estimate using historical rates and trends. We record these amounts as a liability in the consolidated balance sheet until they are ultimately paid. At December 31, 20162019 and 2015,2018, the accrued warranty liability was $119.3$136.2 million and $56.5$121.8 million, respectively. Adjustments to the warranty reserve are made from time to time based on actual claims experience in order to properly estimate the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. The warranty reserve includes the estimated costs related to recalls, which are accrued when probable and estimable. Factors that could have an impact on the warranty accrual include the following: changes in manufacturing quality, shifts in product mix, changes in warranty coverage periods, weather and its impact on product usage, product recalls and changes in sales volume. While management believes that the warranty reserve is adequate and that the judgment applied is appropriate, such amounts estimated to be due and payable could differ materially from what will ultimately transpire in the future.future, and have a material adverse effect on our financial condition.
Product liability. We are subject to product liability claims in the normal course of business. In late 2012, we purchasedWe carry excess insurance coverage for catastrophic product liability claims for incidents occurring after the policy date.claims. We self-insure product liability claims before the policy date and up to the purchased catastrophic insurance coverage.coverage after the policy date. The estimated costs resulting from any uninsured losses are charged to operating expenses when it is probable a loss has been incurred and the amount of the loss is reasonably determinable.estimable. There is significant judgment and estimation required in evaluating the possible outcomes and potential losses of product liability matters. We utilize historical trends and actuarial analysis, tools, along with an analysis of current claims, to assist in determining the appropriate loss reserve levels. At December 31, 20162019 and 2015,2018, we had accruals of $45.1$57.0 million and $19.7$52.8 million, respectively, for the probable payment of pending and expected claims related to continuing operations product liability litigationmatters associated with our products. These accruals areThis accrual is included inas a component of other accrued expenses in the consolidated balance sheets. While management believes the product liability reserves are adequate, adverse determination of material product liability claims made against us could have a material adverse effect on our financial condition.

Goodwill. Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed. Goodwill is tested at least annually for impairment and is tested for impairment more frequently when events or changes in circumstances indicate that the asset might be impaired. The Company completes its annual goodwill impairment test as of the first day of the fourth quarter.
The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount. A qualitative assessment requires that we consider events or circumstances including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit’s net assets, and changes in our stock price. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative test and proceed to a quantitative test, then the quantitative goodwill impairment test is performed. A quantitative test includes comparing the fair value of each reporting unit to the carrying amount of the reporting unit, including goodwill. The fair value of each reporting unit is determined using a discounted cash flow analysis and a market approach. If the estimated fair value is less than the carrying amount of the reporting unit, an impairment is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit.
Under the quantitative goodwill impairment test, the fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. In developing our discounted cash flow analysis, assumptions about future revenues and expenses, capital expenditures and changes in working capital are based on our annual operating plan and long-term business plan for each of our reporting units. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices and growth expectations for the industries and end markets we participate in. These assumptions are determined over a five year long-term planning period. The five year growth rates for revenues and earnings before interest, taxes, depreciation and amortization ("EBITDA") vary for each reporting unit being evaluated. Revenues and EBITDA beyond five years are projected to grow at a terminal growth rate consistent with industry expectations. Actual results may significantly differ from those used in our valuations. The forecasted future cash flows are discounted using a weighted-average cost of capital developed for each reporting unit. The discount rates were developed using market observable inputs, as well as our assessment of risks inherent in the future cash flows of the respective reporting unit.
In estimating fair value using the market approach, we identify a group of comparable publicly traded companies for each reporting unit that are similar in terms of size and product offering. These groups of comparable companies are used to develop multiples based on total market-based invested capital as a multiple of EBITDA. We determine our estimated values by applying these comparable EBITDA multiples to the operating results of our reporting units. The ultimate fair value of each reporting unit is determined considering the results of both valuation methods.
In the fourth quarter of 2019, we completed the annual impairment test. It was determined that goodwill was not impaired as each reporting unit’s fair value exceeded its carrying value. We completed a qualitative assessment for the ORV, Snow, Motorcycles and Global Adjacent Markets reporting units and a quantitative goodwill test for the Aftermarket and Boats reporting units.
No reporting units had a difference between their fair value and carrying value that is lower than 10%. However, the results of the Aftermarket reporting unit test are sensitive to certain key inputs and assumptions. While management believes the current projections, discount rate, and other assumptions are reasonable, the estimated fair value of the reporting unit is particularly dependent on Aftermarket’s ability to execute the planned actions underlying the forecasted improvement in its performance, including sales growth, gross profit expansion, and cash flow growth. The Boats reporting unit was tested on a quantitative basis for the first time following our acquisition of Boat Holdings, LLC in July 2018. As such, the results of the Boats reporting unit test are inherently sensitive due to the close proximity to the acquisition date. While management believes the current projections, discount rate, and other assumptions are reasonable, the estimated fair value of the reporting unit is particularly dependent on the continued strength of the pontoon industry.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment test will prove to be an accurate prediction of the future. To the extent future operating results differ from those in our current forecast, or if the assumptions underlying the discount rate change significantly, it is possible that an impairment

charge could be recorded. As of December 31, 2019, the goodwill balances for the Aftermarket and Boats reporting units were approximately $270.4 million and $227.1 million, respectively.
Identifiable intangible assets. Our primary identifiable intangible assets include: dealer/customer relationships, brand/trade names, developed technology, and non-compete agreements. Identifiable intangibles with finite lives are amortized and those identifiable intangibles with indefinite lives are not amortized. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible assets with indefinite lives are tested for impairment annually or more frequently when events or changes in circumstances indicate that the asset might be impaired. We complete our annual impairment test as of the first day of the fourth quarter each year for those identifiable assets not subject to amortization.
Our identifiable intangible assets with indefinite lives include brand/trade names. The impairment test consists of a comparison of the fair value of the brand/trade name with its carrying value. The fair value is determined using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. Forecasted revenues were derived from our annual budget and long-term business plan and royalty rates were based on brand profitability. The discount rates were developed using the market observable inputs used in the development of the reporting unit discount rates, as well as our assessment of risks inherent in the future cash flows of the respective trade name.

New Accounting Pronouncements
See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 1—Organization and Significant Accounting Policies—New accounting pronouncements.”


Liquidity and Capital Resources
Our primary source of funds has been cash provided by operating activities. Our primary uses of funds have been for acquisitions, repurchase and retirement of common stock, capital investment, new product development and cash dividends to shareholders.
The following table summarizes the cash flows from operating, investing and financing activities for the years ended December 31, 2016 and 2015:
($ in millions)For the Years Ended December 31,
2016 2015 Change
Total cash provided by (used for):     
Operating activities$571.8
 $440.2
 $131.6
Investing activities(909.3) (289.1) (620.2)
Financing activities314.5
 (120.1) 434.6
Impact of currency exchange rates on cash balances(5.0) (13.3) 8.3
Increase (decrease) in cash and cash equivalents$(28.0) $17.7
 $(45.7)
Operating Activities:
Net cash provided by operating activities totaled $571.8 million and $440.2 million in 2016 and 2015, respectively. The $131.6 million increase in net cash provided by operating activities in 2016 is primarily the result of a $335.3 million decrease in net working capital, partially offset by decreased net income. Changes in working capital (as reflected in our statements of cash flows) for the year ended 2016 was a decrease of $179.7 million, compared to an increase of $155.6 million in 2015. This was primarily due to a decrease in net cash used of $260.7 million related to inventory purchases, and a decrease in net cash used of $136.1 million related to payments made for accrued expenses due to our focused efforts on working capital required, partially offset by the timing of collections of trade receivables of $46.8 million.

Investing Activities:
Net cash used for investing activities was $909.3 million in 2016 compared to $289.1 million in 2015. The primary uses of cash in 2016 were the acquisitions of TAP and Taylor-Dunn. In 2016, we made large capital expenditures related to continued capacity and capability expansion at many of our North America facilities, including the completion of our our manufacturing facility in Huntsville, Alabama.
Financing Activities:
Net cash provided by financing activities was $314.5 million in 2016 compared to cash used of $120.1 million in 2015. We paid cash dividends of $140.3 million and $139.3 million in 2016 and 2015, respectively. Total common stock repurchased in 2016 and 2015 totaled $245.8 million and $293.6 million, respectively. In 2016, we had net borrowings under our capital lease arrangements and debt arrangements of $679.4 million, compared to net borrowings of $245.6 million in 2015. Proceeds from the issuance of stock under employee plans were $17.7 million and $32.5 million in 2016 and 2015, respectively.
The seasonality of production and shipments cause working capital requirements to fluctuate during the year. We are party to an unsecured $600 million variable interest rate bank lending agreement that expires in May 2021. At December 31, 2016, there were borrowings of $172.1 million outstanding under this arrangement. We are also party to a $750 million term loan facility, of which $740 million is outstanding as of December 31, 2016. Interest is charged at rates based on LIBOR or “prime.”
In December 2010, we entered into a Master Note Purchase Agreement to issue $25.0 million of 3.81 percent unsecured Senior Notes due May 2018 and $75.0 million of 4.60 percent unsecured Senior Notes due May 2021 (collectively, the “Senior Notes”). The Senior Notes were issued in May 2011. In December 2013, we entered into a First Supplement to Master Note Purchase Agreement, under which we issued $100.0 million of 3.13 percent unsecured senior notes due December 2020. At December 31, 2016 and 2015, outstanding borrowings under the amended Master Note Purchase Agreement totaled $200.0 million for both periods.
At December 31, 2016 and 2015, we were in compliance with all debt covenants. Our debt to total capital ratio was 57 percent and 32 percent at December 31, 2016 and 2015, respectively.
The following table summarizes our significant future contractual obligations at December 31, 2016:
          
(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 facility172.1
 
 
 172.1
 
Term loan facility740.0
 
 
 740.0
 
Notes Payable13.6
 $1.2
 2.7
 2.4
 $7.3
Interest expense102.9
 25.0
 48.6
 29.3
 
Capital leases26.0
 2.9
 4.3
 3.9
 14.9
Operating leases112.6
 30.9
 43.6
 25.0
 13.1
Total$1,367.2
 $60.0
 $124.2
 $1,147.7
 $35.3
In the table above, we assumed our December 31, 2016, outstanding borrowings under the Senior Notes will be paid at their respective due dates. Additionally, at December 31, 2016, we had letters of credit outstanding of $13.4 million related to purchase obligations for raw materials. Not included in the above table are unrecognized tax benefits of $26.4 million.
Our Board of Directors has authorized the cumulative repurchase of up to 86.5 million shares of our common stock through an authorized stock repurchase program. Of that total, approximately 79.0 million shares have been repurchased cumulatively from 1996 through December 31, 2016. We repurchased a total of 2.9 million shares of our common stock for $245.8 million during 2016, which increased earnings per share by seven cents. We have authorization from our Board of Directors to repurchase up to an additional 7.5 million shares of our common stock as of December 31, 2016. The repurchase of any or all such shares authorized remaining for repurchase will be governed by applicable SEC rules.
We have arrangements with certain finance companies (including Polaris Acceptance) to provide secured floor plan financing for our dealers. These arrangements provide liquidity by financing dealer purchases of our products without the use of our working capital. A majority of the worldwide sales of snowmobiles, ORVs, motorcycles and related PG&A

are financed under similar arrangements whereby we receive payment within a few days of shipment of the product. The amount financed by worldwide dealers under these arrangements at December 31, 2016 and 2015, was approximately $1,438.8 million and $1,562.0 million, respectively. We participate in the cost of dealer financing up to certain limits. We have agreed to repurchase products repossessed by the finance companies up to an annual maximum of no more than 15 percent of the average month-end balances outstanding during the prior calendar year. Our financial exposure under these agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements. However, an adverse change in retail sales could cause this situation to change and thereby require us to repurchase repossessed units subject to the annual limitation referred to above.
On March 1, 2016, Wells Fargo announced that it completed the purchase of the North American portion of GE Capital’s Commercial Distribution Finance (GECDF) business, including GECDF’s ownership interests in Polaris Acceptance, and adopted the tradename Wells Fargo Commercial Distribution Finance (WFCDF).
Polaris Acceptance, a joint venture with Wells Fargo, provides floor plan financing to our dealers in the United States. Our subsidiary has a 50 percent equity interest in Polaris Acceptance. As part of the agreement, Polaris sells portions of its receivable portfolio (“Securitized Receivables”) to a securitization facility (“Securitization Facility”) from time to time on an ongoing basis. The sale of receivables from Polaris Acceptance to the Securitization Facility is accounted for in Polaris Acceptance’s financial statements as a “true-sale” under ASC Topic 860. Polaris Acceptance is not responsible for any continuing servicing costs or obligations with respect to the Securitized Receivables. The remaining portion of the receivable portfolio is recorded on Polaris Acceptance’s books, and is funded through a loan from an affiliate of WFCDF and through equity contributions from both partners.
We have not guaranteed the outstanding indebtedness of Polaris Acceptance. In addition, the two partners of Polaris Acceptance share equally a variable equity cash investment based on the sum of the portfolio balance in Polaris Acceptance. Our total investment in Polaris Acceptance at December 31, 2016 was $94.0 million. Substantially all of our U.S. sales are financed through Polaris Acceptance whereby Polaris receives payment within a few days of shipment of the product. The partnership agreement provides that all income and losses of Polaris Acceptance are shared 50 percent by our wholly owned subsidiary and 50 percent by Wells Fargo’s subsidiary. Our exposure to losses associated with respect to the Polaris Acceptance is limited to our equity in Polaris Acceptance. We have agreed to repurchase products repossessed by Polaris Acceptance up to an annual maximum of 15 percent of the aggregate average month-end balances outstanding during the prior calendar year with respect to receivables retained by Polaris Acceptance and the Securitized Receivables. For calendar year 2017, the potential 15 percent aggregate repurchase obligation is approximately $184.0 million. Our financial exposure under this arrangement is limited to the difference between the amount paid to the finance company for repurchases and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement. During 2016, Wells Fargo & Company purchased the ownership interests in Polaris Accepttance from GE. The partnership agreement is effective through February 2022.
Our investment in Polaris Acceptance is accounted for under the equity method and is recorded as investment in finance affiliate in the accompanying consolidated balance sheets. Our allocable share of the income of Polaris Acceptance has been included as a component of income from financial services in the accompanying consolidated statements of income. At December 31, 2016, Polaris Acceptance’s wholesale portfolio receivables from dealers in the United States (including the Securitized Receivables) was $1,206.6 million, an eight percent decrease from $1,305.1 million at December 31, 2015. Credit losses in the Polaris Acceptance portfolio have been modest, averaging less than one percent of the portfolio.
We have agreements with Performance Finance, Sheffield Financial and Synchrony Bank, under which these financial institutions provide financing to end consumers of our products. The income generated from these agreements has been included as a component of income from financial services in the accompanying consolidated statements of income. In September 2016, our Performance Finance agreement became effective, which replaced our previous agreement with Freedom Road. In September 2016, we also terminated our agreement with Chrome Capital. At December 31, 2016, the agreements in place were as follows:

Financial institutionAgreement expiration date
Performance FinanceDecember 2021
Sheffield FinancialFebruary 2021
Synchrony BankDecember 2020
During 2016, consumers financed 33 percent of our vehicles sold in the United States through the Sheffield Financial, Synchrony Bank and Performance Finance installment retail credit arrangements. The volume of revolving and installment credit contracts written in calendar year 2016 was $1,145.0 million, a ten percent increase from 2015.
We administer and provide extended service contracts to consumers and certain insurance contracts to dealers and consumers through various third-party suppliers. We finance our self-insured risks related to extended service contracts, but do not retain any insurance or financial risk under any of the other arrangements. The service fee income generated from these arrangements has been included as a component of income from financial services in the accompanying consolidated statements of income.
The balance of restricted cash and cash equivalents as of December 31, 2016 was $17.8 million. There was no restricted cash as of December 31, 2015. Restricted cash represents cash equivalents held in trust, as well as amounts held on deposit with regulatory agencies in the various jurisdictions in which our insurance entity does business.
We believe that existing cash balances, cash flow to be generated from operating activities and available borrowing capacity under the line of credit arrangement will be sufficient to fund operations, new product development, cash dividends, share repurchases, acquisitions and capital requirements for the foreseeable future. At this time, we are not aware of any factors that would have a material adverse impact on cash flow.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Inflation, Foreign Exchange Rates, Equity Prices and Interest Rates
Despite modest inflation in recent years, rising costs, including tariffs and the cost of certain raw materials, continue to affect our operations throughout the world. We strive to minimize the effects of inflation through cost containment, productivity improvements and price increases.
The changing relationships of the U.S. dollar to the Japanese yen, the Mexican peso, the Canadian dollar, the Australian dollar, the Euro, the Swiss franc and other foreign currencies can have had a material impact on our financial results.
Euro: We have operations in the Eurozone through wholly owned subsidiaries and distributors. We also purchase components from time to time. We actively managecertain suppliers directly for our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts.
Japanese Yen: During 2016, purchases totaling approximately two percent of our cost of sales were from yen-denominated suppliers.U.S. operations in transactions denominated in Euros. Fluctuations in the yen to U.S. dollar exchange rate primarily impacts cost of sales and net income.
Mexican Peso: With increased production at our Monterrey, Mexico facility, our costs in the Mexican peso have continued to increase. We also market and sell to customers in Mexico through a wholly owned subsidiary. Fluctuations in the pesoEuro to U.S. dollar exchange rate primarily impacts sales, cost of sales, and net income.
Canadian Dollar: We operate in Canada through a wholly owned subsidiary. The relationship of the U.S. dollar in relation to the Canadian dollar impacts both sales and net income.
Other currencies: We operate in various countries, principally in Europe, Mexico and Australia, through wholly owned subsidiaries andsubsidiaries. We also sell to certain distributors in other countries. We also purchase components from certain suppliers directly for our U.S. operations in transactions denominated in Euros and otherthese foreign currencies. The relationship of the U.S. dollar in relation to these other currencies impacts each of sales, cost of sales and net income.
At December 31, 2016,Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. dollar compared to other currencies in which we hadtransact. We are most exposed to the Euro and Canadian dollar. All other things being equal, at current annual volumes, a hypothetical 10 percent fluctuation of the U.S. dollar compared to the Euro impacts annual operating income by approximately $20.0 million and a hypothetical 10 percent fluctuation of the U.S. dollar compared to the Canadian Dollar impacts annual operating income by approximately $34.0 million.


We actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts. A portion of our foreign currency exposure is mitigated with the following open foreign currency hedging contracts for 2016, and expect the following currency impact on net income,as of December 31, 2019:
Foreign Currency 
   Foreign currency hedging contracts
 Currency Position Notional amounts (in thousands of U.S. dollars) 
Average exchange rate of open contracts 
Australian Dollar Long $15,971
 $0.69 to 1 AUD
Canadian Dollar Long $101,397
 $0.76 to 1 CAD
Mexican Peso Short 16,986
 21 Peso to $1
In 2019, after consideration of the existing foreign currency hedging contracts, whenforeign currencies had a negative impact on net income compared to the respective prior year periods:

Foreign Currency 
   Foreign currency hedging contracts Currency impact compared to the prior year period
 Currency Position Notional amounts (in thousands of U.S. dollars) 
Average exchange rate of open contracts 
 2016 2017
Australian Dollar (AUD) Long $22,498
 $0.74 to 1 AUD Neutral Neutral
Canadian Dollar (CAD) Long 65,154
 $0.76 to 1 CAD Negative Negative
Euro Long 
  Slightly negative Negative
Japanese Yen Short 1,371
 107.93 Yen to $1 Negative Slightly positive
Mexican Peso Short 17,942
 19.18 Peso to $1 Positive Positive
Norwegian Kroner Long 
  Slightly negative Slightly negative
Swedish Krona Long 
  Slightly negative Slightly negative
Swiss Franc Short 
  Slightly positive Slightly positive
2018. We expect currencies to have a negative impact on net income in 2020 compared to 2019.
The assets and liabilities in all our foreign entities are translated at the foreign exchange rate in effect at the balance sheet date. Translation gains and losses are reflected as a component of accumulated other comprehensive loss, net in the shareholders’ equity section of the accompanying consolidated balance sheets. Revenues and expenses in all of our foreign entities are translated at the average foreign exchange rate in effect for each month of the quarter.year. Certain assets and liabilities related to intercompany positions reported on our consolidated balance sheet that are denominated in a currency other than the entity’s functional currency are translated at the foreign exchange rates at the balance sheet date and the associated gains and losses are included in net income.
We are subject to market risk from fluctuating market prices of certain purchased commodities and raw materials, including steel, aluminum, petroleum-based resins, certain rare earth metals and diesel fuel. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others, which are integrated into the Company’s end products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We generally buy these commodities and components based upon market prices that are established with the vendor as part of the purchase process and from time to time will enter into derivative contracts to hedge a portion of the exposure to commodity risk. At December 31, 2016, we did not have any outstanding commodity derivative contracts in place.process. Based on our current outlook for commodity prices, the total impact of commodities, including tariff costs, is expected to have a slightly negativefavorable impact on our gross profit margins for 20172020 when compared to 2016.2019.
We are a party to a credit agreement with various lenders consisting of a $600$700 million revolving loan facility and a $750$1,180.0 million term loan facility. Interest accrues on the revolving loan at variable rates based on LIBOR or “prime” plus the applicable add-on percentage as defined. At December 31, 2016,2019, we had an outstanding balance of $172.1$75.2 million on the revolving loan, and an outstanding balance of $740.0$1,000.0 million on the term loan. Assuming no additional borrowings or payments on the debt, a one-percent fluctuation in interest rates would have had an approximate $4.0$14.0 million impact to interest expense in 2016.2019.


INDEX TO FINANCIAL STATEMENTS
 
 Page
 

Item 8. Financial Statements and Supplementary Data


Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting of the Company. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting as of December 31, 2016.2019. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—2013 Integrated Framework. Based on management’s evaluation and those criteria, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2016.
Management has excluded from its assessment the internal control over financial reporting at Transamerican Auto Parts, which was acquired on November 10, 2016, and the other 2016 acquisitions, whose collective financial statements constitute 26 percent of total assets, three percent of revenues and less than one percent of operating income on the consolidated financial statement amounts as of and for the year ended December 31, 2016.2019.
Management’s internal control over financial reporting as of December 31, 20162019 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, in which they expressed an unqualified opinion thereon.
 
 
/S/ SCOTT W. WINE
 
Scott W. Wine
Chairman and Chief Executive Officer
 
/S/ MICHAEL T. SPEETZEN
 
Michael T. Speetzen
Executive Vice President—Finance and
Chief Financial Officer
February 16, 201713, 2020
Further discussion of our internal controls and procedures is included in Item 9A of this report, under the caption “Controls and Procedures.”

Report of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors of
Polaris Inc.
Opinion on Internal Control over Financial Reporting

The Board of Directors and Shareholders of
Polaris Industries Inc.
We have audited Polaris Industries Inc.’s (the Company) internal control over financial reporting as of December 31, 2016,2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Polaris Industries Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Polaris Inc. as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 13, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 13, 2020

Report of Independent Registered Public Accounting Firm

The Shareholders and the Board of Directors of
Polaris Inc.
Opinion on the Financial Statements
We have audited the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessmentconsolidated balance sheets of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Transamerican Auto Parts, acquired by the Company on November 10, 2016, and the other 2016 acquisitions, the results of which are included in the 2016 consolidated financial statements of the Company. The collective financial statements constitute 26 percent of total assetsPolaris Inc. (the Company) as of December 31, 2016,2019 and three percent2018, and less than one percentthe related consolidated statements of revenuesincome, comprehensive income, equity, and operating income, respectively,cash flows for the year then ended. Our audit of internal control over financial reporting of Polaris Industries Inc. also did not include an evaluationeach of the internal control over financial reporting of Transamerican Auto Partsthree years in the period ended December 31, 2019, and the other acquisitions.
related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, Polaris Industries Inc. maintained,the consolidated financial statements present fairly, in all material respects, effective internal control overthe financial reporting asposition of the Company at December 31, 2016, based on2019 and 2018, and the COSO criteria.results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Polaris Industries Inc.Company’s internal control over financial reporting as of December 31, 2016 and 2015, and2019, based on criteria established in Internal Control-Integrated Framework, issued by the related consolidated statementsCommittee of income, comprehensive income, shareholders’ equity, and cash flows for eachSponsoring Organizations of the three years in the period ended December 31, 2016 of Polaris Industries Inc.,Treadway Commission (2013 framework) and our report dated February 16, 2017,13, 2020 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLPBasis for Opinion
Minneapolis, Minnesota
February 16, 2017


Report of Independent Registered Public Accounting Firm
on Consolidated Financial Statements

The Board of Directors and Shareholders of
Polaris Industries Inc.
We have audited the accompanying consolidated balance sheets of Polaris Industries Inc. (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements and schedule based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to asses the risks of material misstatement of the financial statements whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,Critical Audit Matters
The critical audit matters communicated below are matters arising from the financial statements referred to above present fairly, in all material respects,current period audit of the consolidated financial position of Polaris Industries Inc. at December 31, 2016statements that were communicated or required to be communicated to the audit committee and 2015, andthat: (1) relate to accounts or disclosures that are material to the consolidated resultsfinancial statements and (2) involved especially challenging, subjective or complex judgments. The communication of its operations and its cash flows for each of the three yearscritical audit matters does not alter in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, inany way our opinion on the related financial statement schedule, when considered in relation to the basicconsolidated financial statements, taken as a whole, presents fairly in all material respectsand we are not, by communicating the information set forth therein.critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Polaris Industries Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report, dated February 16, 2017, expressed an unqualified opinion thereon.
Product Liability Claims
Description of the Matter
At December 31, 2019, the Company had an accrual of $57.0 million related to product liability claims associated with the Company’s products. As discussed in Note 13 to the consolidated financial statements, the Company is subject to product liability claims in the normal course of business. The Company records product liability reserves for losses that are probable and reasonably estimable, using methods which include analysis of current and historical claims experience, actuarial analysis and management’s judgment.

Auditing management’s accounting for product liability claims was especially challenging due to the significant judgment and estimation required in evaluating the probability and amount of loss, as well as the actuarial methods applied.


How We Addressed the Matter in Our Audit

We identified and tested controls over the identification and evaluation of product liability claims, including the Company’s assessment and measurement of the best estimate of the probable liability. We tested controls over management's review of the methods, significant assumptions, and the completeness and accuracy of the underlying data used by management’s actuarial specialist to assist management in estimating the product liability reserve.

To test management’s assessment of the probability of occurrence of a loss and whether the loss was reasonably estimable, we inquired of internal counsel and other members of management to discuss the facts and circumstances, including possible outcomes and potential losses. In addition, we received internal and external legal counsel inquiry letters and obtained a representation letter from the Company. To test the measurement of the product liability claims, we evaluated the method of measuring the contingency and tested the accuracy and completeness of the data used to determine a range of loss. In addition, we involved internal actuarial specialists to assist with our procedures related to the measurement of the product liability reserve. To evaluate the historical accuracy of management’s estimates, we performed a retrospective analysis of resolved claims to management’s previous estimates.

Valuation of Goodwill and Indefinite lived Intangible Assets of the Aftermarket and Boats Reporting Units

Description of the MatterAt December 31, 2019, goodwill for the Aftermarket and Boats reporting units was $270.4 million and $227.1 million, respectively. Indefinite lived intangible assets (primarily brand/trade names) of the Aftermarket and Boats reporting units were $194.9 million and $210.7 million, respectively. As discussed in Notes 1 and 7 of the consolidated financial statements, these assets are tested at least annually for impairment or when events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting unit level.

Auditing the annual goodwill and indefinite lived intangible asset impairment tests of the Aftermarket and Boats reporting units was complex and highly judgmental due to the significant estimation required in determining the fair value of the Aftermarket and Boats reporting units and the related indefinite lived intangible assets. For goodwill, the estimate of fair value for the Aftermarket and Boats reporting units was sensitive to significant assumptions, such as the discount rates, forecasted revenues and earnings before interest, taxes, depreciation and amortization (EBITDA) margins. For Aftermarket and Boats indefinite lived intangible assets, the estimated fair values were sensitive to significant assumptions such as the discount rates, projected revenues and royalty rates.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite lived intangible asset impairment testing process, including controls over management’s budgeting and forecasting process used to develop the projected revenues and EBITDA margins used in the fair value estimates, as well as controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Aftermarket and Boats reporting units and the related indefinite lived intangible assets, we performed audit procedures that included, among others, assessing the valuation methodologies used by management and testing the significant assumptions discussed above. We compared the significant assumptions used by management to current market and economic information, as well as other relevant factors. We assessed the reasonableness of forecasted future revenues and EBITDA margins by comparing the forecasts to historical results. We involved our internal valuation specialists to assist in our evaluation of the valuation models, methodologies and significant assumptions used by the Company, specifically the discount rates and royalty rates. We also performed sensitivity analyses of significant assumptions to evaluate the significance of changes in the fair value that would result from changes in assumptions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.
Minneapolis, Minnesota
February 16, 201713, 2020





POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
POLARIS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
POLARIS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
AssetsDecember 31, 2016 December 31, 2015December 31, 2019 December 31, 2018
Current Assets:   
Current assets:   
Cash and cash equivalents$127,325
 $155,349
$157,064
 $161,164
Trade receivables, net174,832
 150,778
190,430
 197,082
Inventories, net746,534
 710,001
1,121,111
 969,511
Prepaid expenses and other91,636
 90,619
125,908
 121,472
Income taxes receivable50,662
 46,175
32,447
 36,474
Total current assets1,190,989
 1,152,922
1,626,960
 1,485,703
Property and equipment:      
Land, buildings and improvements386,366
 301,874
502,853
 462,224
Equipment and tooling1,080,239
 995,449
1,390,541
 1,245,312
1,466,605
 1,297,323
1,893,394
 1,707,536
Less: accumulated depreciation(739,009) (646,645)(993,585) (864,414)
Property and equipment, net727,596
 650,678
899,809
 843,122
Investment in finance affiliate94,009
 99,073
110,641
 92,059
Deferred tax assets188,471
 166,538
93,282
 87,474
Goodwill and other intangible assets, net792,979
 236,117
1,490,235
 1,517,594
Operating lease assets110,153
 
Other long-term assets105,553
 80,331
99,449
 98,963
Total assets$3,099,597
 $2,385,659
$4,430,529
 $4,124,915
Liabilities and Shareholders’ Equity      
Current liabilities:      
Current portion of debt, capital lease obligations, and notes payable$3,847
 $5,059
Current portion of debt, finance lease obligations, and notes payable$166,695
 $66,543
Accounts payable273,742
 299,660
450,228
 346,294
Accrued expenses:      
Compensation122,214
 106,486
184,514
 167,857
Warranties119,274
 56,474
136,184
 121,824
Sales promotions and incentives158,562
 141,057
189,883
 167,621
Dealer holdback117,574
 123,276
145,823
 125,003
Other162,432
 88,030
213,892
 197,687
Current operating lease liabilities34,904
 
Income taxes payable2,106
 6,741
5,867
 4,545
Total current liabilities959,751
 826,783
1,527,990
 1,197,374
Long-term income taxes payable26,391
 23,416
28,092
 28,602
Capital lease obligations17,538
 19,660
Finance lease obligations14,814
 16,140
Long-term debt1,120,525
 436,757
1,512,000
 1,879,887
Deferred tax liabilities9,127
 13,733
3,952
 6,490
Long-term operating lease liabilities77,926
 
Other long-term liabilities90,497
 74,188
143,955
 122,570
Total liabilities$2,223,829
 $1,394,537
$3,308,729
 $3,251,063
Deferred compensation8,728
 9,645
13,598
 6,837
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, 63,109 and 65,309 shares issued and outstanding, respectively$631
 $653
Common stock $0.01 par value, 160,000 shares authorized, 61,412 and 60,890 shares issued and outstanding, respectively$614
 $609
Additional paid-in capital650,162
 596,143
892,849
 807,986
Retained earnings300,084
 447,173
287,256
 121,114
Accumulated other comprehensive loss, net(83,837) (62,492)(72,720) (62,973)
Total shareholders’ equity867,040
 981,477
1,107,999
 866,736
Total liabilities and shareholders’ equity$3,099,597
 $2,385,659
Noncontrolling interest$203
 $279
Total equity1,108,202
 867,015
Total liabilities and equity$4,430,529
 $4,124,915
The accompanying footnotes are an integral part of these consolidated statements.

POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
POLARIS INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
POLARIS INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
Sales$4,516,629
 $4,719,290
 $4,479,648
$6,782,518
 $6,078,540
 $5,428,477
Cost of sales3,411,006
 3,380,248
 3,160,470
5,133,736
 4,577,340
 4,103,826
Gross profit1,105,623
 1,339,042
 1,319,178
1,648,782
 1,501,200
 1,324,651
Operating expenses:          
Selling and marketing342,235
 316,669
 314,449
559,107
 491,773
 471,805
Research and development185,126
 166,460
 148,458
292,935
 259,682
 238,299
General and administrative306,442
 209,077
 203,248
393,930
 349,763
 331,196
Total operating expenses833,803
 692,206
 666,155
1,245,972
 1,101,218
 1,041,300
Income from financial services78,458
 69,303
 61,667
80,861
 87,430
 76,306
Operating income350,278
 716,139
 714,690
483,671
 487,412
 359,657
Non-operating expense:          
Interest expense16,319
 11,456
 11,239
77,589
 56,967
 32,155
Equity in loss of other affiliates6,873
 6,802
 4,124
5,133
 29,252
 6,760
Other expense, net13,835
 12,144
 10
Other (income) expense, net(6,851) (28,056) 1,951
Income before income taxes313,251
 685,737
 699,317
407,800
 429,249
 318,791
Provision for income taxes100,303
 230,376
 245,288
83,916
 93,992
 146,299
Net income$212,948
 $455,361
 $454,029
323,884
 335,257
 172,492
Net income per share:     
Net loss attributable to noncontrolling interest76
 
 
Net income attributable to Polaris Inc.$323,960
 $335,257
 $172,492
Net income per share attributable to Polaris Inc. common shareholders:     
Basic$3.31
 $6.90
 $6.86
$5.27
 $5.36
 $2.74
Diluted$3.27
 $6.75
 $6.65
$5.20
 $5.24
 $2.69
Weighted average shares outstanding:          
Basic64,296
 66,020
 66,175
61,437
 62,513
 62,916
Diluted65,158
 67,484
 68,229
62,292
 63,949
 64,180


The accompanying footnotes are an integral part of these consolidated statements.

POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
Net income$212,948
 $455,361
 $454,029
$323,884
 $335,257
 $172,492
Other comprehensive income (loss), net of tax:          
Foreign currency translation adjustments, net of tax benefit of $195, $643 and $65(19,773) (38,571) (44,371)
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $936, ($1,975) and $970(1,572) 3,320
 (1,631)
Foreign currency translation adjustments(2,792) (18,062) 41,691
Unrealized (loss) gain on derivative instruments(6,537) 457
 (330)
Retirement plan and other activity250
 261
 (3,153)
Comprehensive income$191,603
 $420,110
 $408,027
314,805
 317,913
 210,700
Comprehensive loss attributable to noncontrolling interest76
 
 
Comprehensive income attributable to Polaris Inc.$314,881
 $317,913
 $210,700
The accompanying footnotes are an integral part of these consolidated statements.

POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share data)

POLARIS INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share data)
POLARIS INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share data)
Number
of Shares
 Common
Stock
 Additional
Paid-
In Capital
 Retained
Earnings
 Accumulated Other
Comprehensive
Income (loss)
 TotalNumber
of Shares
 Common
Stock
 Additional
Paid-
In Capital
 Retained
Earnings
 
Accumulated 
Other Comprehensive Income (loss)
 Non Controlling Interest Total Equity
Balance, December 31, 201365,623
 $656
 $360,616
 $155,572
 $18,761
 $535,605
Balance, December 31, 201663,109
 $631
 $650,162
 $300,084
 $(83,837) $
 $867,040
Employee stock compensation254
 3
 63,180
 
 
 63,183
60
 1
 50,053
 
 
 
 50,054
Deferred compensation
 
 (3,020) (2,087) 
 (5,107)
 
 1,536
 (4,525) 
 
 (2,989)
Proceeds from stock issuances under employee plans984
 10
 31,303
 
 
 31,313
934
 9
 42,729
 
 
 
 42,738
Tax effect of exercise of stock options
 
 36,966
 
 
 36,966
Cash dividends declared ($1.92 per share)
 
 
 (126,908) 
 (126,908)
Cash dividends declared ($2.32 per share)
 
 
 (145,423) 
 
 (145,423)
Repurchase and retirement of common shares(554) (6) (3,040) (78,766) 
 (81,812)(1,028) (10) (10,586) (79,865) 
 
 (90,461)
Net income
 
 
 454,029
 
 454,029

 
 
 172,492
 
 
 172,492
Other comprehensive income
 
 
 
 (46,002) (46,002)
 
 
 
 38,208
 
 38,208
Balance, December 31, 201466,307
 663
 486,005
 401,840
 (27,241) 861,267
Balance, December 31, 201763,075
 631
 733,894
 242,763
 (45,629) 
 931,659
Employee stock compensation144
 2
 61,927
 
 
 61,929
245
 2
 63,964
 
 
 
 63,966
Deferred compensation
 
 (2,994) 6,877
 
 3,883

 
 111
 4,769
 
 
 4,880
Proceeds from stock issuances under employee plans1,037
 10
 32,525
 
 
 32,535
754
 8
 47,084
 
 
 
 47,092
Tax effect of exercise of stock options
 
 34,654
 
 
 34,654
Cash dividends declared ($2.12 per share)
 
 
 (139,285) 
 (139,285)
Cash dividends declared ($2.40 per share)
 
 
 (149,032) 
 
 (149,032)
Repurchase and retirement of common shares(2,179) (22) (15,974) (277,620) 
 (293,616)(3,184) (32) (37,066) (311,565) 
 
 (348,663)
Cumulative effect of adoption of accounting standards (ASU 2016-16) and other activity
 
 (1) (1,078) 
 
 (1,079)
Noncontrolling interest
 
 
 
 
 279
 279
Net income
 
 
 455,361
 
 455,361

 
 
 335,257
 
 
 335,257
Other comprehensive loss
 
 
 
 (35,251) (35,251)
 
 
 
 (17,344) 
 (17,344)
Balance, December 31, 201565,309
 653
 596,143
 447,173
 (62,492) 981,477
Balance, December 31, 201860,890
 609
 807,986
 121,114
 (62,973) 279
 867,015
Employee stock compensation303
 3
 57,924
 
 
 57,927
412
 4
 74,958
 
 
 
 74,962
Deferred compensation
 
 1,379
 (462) 
 917

 
 (4,488) (2,273) 
 
 (6,761)
Proceeds from stock issuances under employee plans405
 4
 17,686
 
 
 17,690
205
 2
 15,658
 
 
 
 15,660
Tax effect of exercise of stock options
 
 3,578
 
 
 3,578
Cash dividends declared ($2.20 per share)
 
 
 (140,336) 
 (140,336)
Cash dividends declared ($2.44 per share)
 
 
 (149,101) 
 
 (149,101)
Repurchase and retirement of common shares(2,908) (29) (26,548) (219,239) 
 (245,816)(95) (1) (1,265) (7,112) 
 
 (8,378)
Cumulative effect of adoption of accounting standards (ASU 2018-02)
 
 
 668
 (668) 
 
Net income
 
 
 212,948
 
 212,948

 
 
 323,960
 
 (76) 323,884
Other comprehensive loss
 
 
 
 (21,345) (21,345)
 
 
 
 (9,079) 
 (9,079)
Balance, December 31, 201663,109
 $631
 $650,162
 $300,084
 $(83,837) $867,040
Balance, December 31, 201961,412
 $614
 $892,849
 $287,256
 $(72,720) $203
 $1,108,202


The accompanying footnotes are an integral part of these consolidated statements.



POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
POLARIS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
POLARIS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
Operating Activities:          
Net income$212,948
 $455,361
 $454,029
$323,884
 $335,257
 $172,492
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization167,512
 152,138
 127,507
234,513
 211,036
 191,108
Noncash compensation57,927
 61,929
 63,183
74,962
 63,966
 50,054
Noncash income from financial services(30,116) (29,405) (18,645)(32,469) (30,130) (27,027)
Deferred income taxes(26,056) (16,343) (50,388)(9,484) 23,440
 73,614
Excess tax benefits from share-based compensation(3,578) (34,654) (36,966)
Impairment charges3,558
 24,263
 25,395
Other, net13,462
 6,802
 6,124
1,575
 (8,489) 3,401
Changes in operating assets and liabilities:          
Trade receivables2,030
 48,798
 (24,174)6,812
 20,686
 (17,064)
Inventories111,999
 (148,725) (158,476)(149,872) (149,701) (26,958)
Accounts payable(62,693) (46,095) 105,783
103,766
 (984) 39,516
Accrued expenses145,261
 9,182
 30,664
98,965
 7,170
 94,557
Income taxes payable/receivable(1,997) (247) 45,324
4,860
 (4,490) 23,410
Prepaid expenses and others, net(14,916) (18,510) (14,695)
Prepaid expenses and other, net(6,034) (14,912) (17,090)
Net cash provided by operating activities571,783
 440,231
 529,270
655,036
 477,112
 585,408
Investing Activities:          
Purchase of property and equipment(209,137) (249,485) (205,079)(251,374) (225,414) (184,388)
Investment in finance affiliate(8,641) (23,087) (32,582)(16,953) (12,289) (25,230)
Distributions from finance affiliate43,820
 42,527
 31,337
30,840
 39,125
 57,502
Investment in other affiliates(11,595) (17,848) (12,445)
Acquisition of businesses, net of cash acquired(723,705) (41,195) (28,013)
Investment in other affiliates, net
 (1,113) (625)
Acquisition and disposal of businesses, net of cash acquired(1,800) (759,801) 1,645
Net cash used for investing activities(909,258) (289,088) (246,782)(239,287) (959,492) (151,096)
Financing Activities:          
Borrowings under debt arrangements / capital lease obligations3,232,137
 2,631,067
 2,146,457
Repayments under debt arrangements / capital lease obligations(2,552,760) (2,385,480) (2,228,587)
Borrowings under debt arrangements / finance lease obligations3,368,853
 3,553,237
 2,186,939
Repayments under debt arrangements / finance lease obligations(3,638,864) (2,579,495) (2,421,473)
Repurchase and retirement of common shares(245,816) (293,616) (81,812)(8,378) (348,663) (90,461)
Cash dividends to shareholders(140,336) (139,285) (126,908)(149,101) (149,032) (145,423)
Proceeds from stock issuances under employee plans17,690
 32,535
 31,313
15,660
 47,371
 42,738
Excess tax benefits from share-based compensation3,578
 34,654
 36,966
Net cash provided by (used for) financing activities314,493
 (120,125) (222,571)
Net cash (used for) provided by financing activities(411,830) 523,418
 (427,680)
Impact of currency exchange rates on cash balances(5,042) (13,269) (14,565)(759) (9,530) 9,816
Net increase (decrease) in cash and cash equivalents(28,024) 17,749
 45,352
Cash and cash equivalents at beginning of period155,349
 137,600
 92,248
Cash and cash equivalents at end of period$127,325
 $155,349
 $137,600
Net increase in cash, cash equivalents and restricted cash3,160
 31,508
 16,448
Cash, cash equivalents and restricted cash at beginning of period193,126
 161,618
 145,170
Cash, cash equivalents and restricted cash at end of period$196,286
 $193,126
 $161,618
          
Noncash Activity:     
Property and equipment obtained through capital leases and notes payable
 $14,500
 $24,908
Supplemental Cash Flow Information:          
Interest paid on debt borrowings$15,833
 $11,451
 $11,259
$76,959
 $51,014
 $30,884
Income taxes paid$126,799
 $244,328
 $261,550
$87,844
 $73,999
 $46,308
The following presents the classification of cash, cash equivalents and restricted cash within the consolidated balance sheets:     
Cash and cash equivalents$157,064
 $161,164
 $138,345
Other long-term assets39,222
 31,962
 23,273
Total$196,286
 $193,126
 $161,618
The accompanying footnotes are an integral part of these consolidated statements.

POLARIS INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.Organization and Significant Accounting Policies
Polaris Industries Inc. (“Polaris” or the “Company”), a Minnesota corporation, and its subsidiaries are engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, high-performance Off-Road Vehicles (ORV), Snowmobiles, Motorcycles, and Global Adjacent Markets vehicles.vehicles, and Boats. Polaris products, together with related parts, garments and accessories, as well as aftermarket accessories and apparel, are sold worldwide through a network of independent dealers and distributors, retail stores and its subsidiaries. The primary markets for ourthe Company’s products are the United States, Canada, Western Europe, Australia and Mexico.
Basis of presentation. The accompanying consolidated financial statements include the accounts of Polaris and its wholly-owned subsidiaries. All inter-companyintercompany transactions and balances have been eliminated in consolidation. Income from financial services is reported as a component of operating income to better reflect income from ongoing operations, of which financial services has a significant impact.
The Company evaluates consolidation of entities under Accounting Standards Codification (ASC) Topic 810. This Topic requires management to evaluate whether an entity or interest is a variable interest entity and whether the company is the primary beneficiary. Polaris used the guidelines to analyze the Company’s relationships, including its relationship with Polaris Acceptance, and concluded that there were no variable interest entities requiring consolidation by the CompanyCompany.
Reclassifications. Certain reclassifications of previously reported balance sheet amounts have been made to conform to the current year presentation. The reclassifications had no impact on the consolidated statements of income, cash flows, or total assets, total liabilities, or total equity in 2016, 2015 and 2014.the consolidated balance sheets, as previously reported.
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate results could differ from those estimates.
Fair value measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level  1 — Quoted prices in active markets for identical assets or liabilities.
Level  2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company utilizes the market approach to measure fair value for its non-qualified deferred compensation assets and liabilities, and the income approach for the foreign currency contracts and commodityinterest rate contracts. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities, and for the income approach the Company uses significant other observable inputs to value its derivative instruments used to hedge interest rate volatility, foreign currency and commodityinterest rate transactions.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements as of December 31, 2019
Asset (Liability)Total Level 1 Level 2 Level 3
Non-qualified deferred compensation assets$48,874
 $48,874
 $
 $
Total assets at fair value$48,874
 $48,874
 $
 $
Non-qualified deferred compensation liabilities$(48,874) $(48,874) $
 $
Foreign exchange contracts, net(76) 
 (76) 
Interest rate contracts, net(8,000) 
 (8,000) 
Total liabilities at fair value$(56,950) $(48,874) $(8,076) $
        
 Fair Value Measurements as of December 31, 2018
Asset (Liability)Total Level 1 Level 2 Level 3
Non-qualified deferred compensation assets$48,545
 $48,545
 $
 $
Foreign exchange contracts, net3,128
 
 3,128
 
Total assets at fair value$51,673
 $48,545
 $3,128
 $
Non-qualified deferred compensation liabilities$(48,545) $(48,545) $
 $
Interest rate contracts, net(2,665) 
 (2,665) 
Total liabilities at fair value$(51,210) $(48,545) $(2,665) $

 Fair Value Measurements as of December 31, 2016
Asset (Liability)Total Level 1 Level 2 Level 3
Non-qualified deferred compensation assets$49,330
 $49,330
 
 
Foreign exchange contracts, net298
 
 $298
 
Total assets at fair value$49,628
 $49,330
 $298
 
Non-qualified deferred compensation liabilities$(49,330) $(49,330) 
 
Total liabilities at fair value$(49,330) $(49,330) $
 
 Fair Value Measurements as of December 31, 2015
Asset (Liability)Total Level 1 Level 2 Level 3
Non-qualified deferred compensation assets$48,238
 $48,238
 
 
Foreign exchange contracts, net2,767
 
 $2,767
 
Interest rate swap contracts186
 
 186
 
Total assets at fair value$51,191
 $48,238
 $2,953
 
Commodity contracts, net$(354) 
 $(354) 
Non-qualified deferred compensation liabilities(48,238) $(48,238) 
 
Total liabilities at fair value$(48,592) $(48,238) $(354) 
Fair value of other financial instruments. The carrying values of the Company’s short-term financial instruments, including cash and cash equivalents, trade receivables and short-term debt, including current maturities of long-term debt, capitalfinance lease obligations and notes payable, approximate their fair values. At December 31, 20162019 and December 31, 2015,2018, the fair value of the Company’s long-term debt, finance lease obligations and notes payable was approximately $1,156,181,000$1,769,292,000 and $477,936,000,$2,013,684,000, respectively, and was determined primarily using Level 2 inputs, including quoted market prices or discounted cash flows based on quoted market rates for similar types of debt. The carrying value of long-term debt, finance lease obligations and notes payable including current maturities was $1,141,910,000$1,693,509,000 and $461,476,000$1,962,570,000 as of December 31, 20162019 and December 31, 2015,2018, respectively.
Polaris measures certain assets and liabilities at fair value on a nonrecurring basis. Assets acquired and liabilities assumed as part of acquisitions are measured at fair value. Refer to Notes 23 and 67 for additional information. Polaris will impair or write off an investment and recognize a loss when events or circumstances indicate there is impairment in the investment that is other-than-temporary. The amount of loss is determined by measuring the investment at fair value. Refer to Note 1011 for additional information.
Cash equivalents. Polaris considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. Such investments consist principally of money market mutual funds.
Restricted Cashcash and Cash Equivalents.cash equivalents. The Company classifies amounts of cash and cash equivalents that are restricted in terms of their use and withdrawal separately within Otherother long-term assets on the Consolidated Balance Sheets.consolidated balance sheets.
Allowance for doubtful accounts. Polaris’ financial exposure to collection of accounts receivable is limited due to its agreements with certain finance companies. For receivables not serviced through these finance companies, the Company provides a reserve for doubtful accounts based on historical rates and trends. This reserve is adjusted periodically as information about specific accounts becomes available.

Inventories. Inventory costs include material, labor and manufacturing overhead costs, including depreciation expense associated with the manufacture and distribution of the Company’s products. Inventories are stated at the lower of cost (first-in, first-out method) or market.net realizable value. The major components of inventories are as follows (in thousands):
 December 31, 2019 December 31, 2018
Raw materials and purchased components$344,621
 $233,258
Service parts, garments and accessories356,981
 342,593
Finished goods476,169
 442,003
Less: reserves(56,660) (48,343)
Inventories$1,121,111
 $969,511

 December 31, 2016 December 31, 2015
Raw materials and purchased components$141,566
 $167,569
Service parts, garments and accessories316,383
 189,731
Finished goods333,760
 388,970
Less: reserves(45,175) (36,269)
Inventories$746,534
 $710,001
Investment in finance affiliate. The caption investmentInvestment in finance affiliate in the consolidated balance sheets represents Polaris’ fifty50 percent equity interest in Polaris Acceptance, a partnership agreement between Wells Fargo Commercial Distribution Finance Corporation and one of Polaris’ wholly-owned subsidiaries. Polaris Acceptance provides floor plan financing to Polaris dealers in the United States. Polaris’ investment in Polaris Acceptance is accounted for under the equity method, and is recorded as investment in finance affiliate in the consolidated balance sheets. Polaris’ allocable share of the income of Polaris Acceptance has been included as a component of income from financial services in the consolidated statements of income. Refer to Note 910 for additional information regarding Polaris’ investment in Polaris Acceptance.
Investment in other affiliates. Polaris’ investment in other affiliates is included within otherOther long-term assets in the consolidated balance sheets, and represents the Company’s investment in nonmarketable securities of strategic companies. For each investment, Polaris assesses the level of influence in determining whether to account for the investment under the cost method or equity method. For equity method investments, Polaris’ proportionate share of income or losses is recorded in the consolidated statements of income. Polaris will write down or write off an investment and recognize a loss if and when events or circumstances indicate there is impairment in the investment that is other-than-temporary. Refer to Note 1011 for additional information regarding Polaris’ investment in other affiliates.
Property and equipment. Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful life of the respective assets, ranging from 10-40 years for buildings and improvements and from 1-7 years for equipment and tooling. Depreciation of assets recorded under capitalfinance leases is included with depreciation expense. Fully depreciated tooling is eliminated from the accounting records annually.
Goodwill and other intangible assets. ASC Topic 350 prohibitsGoodwill represents the amortizationexcess of goodwill and intangible assets with indefinite useful lives. Topic 350 requires that these assets be reviewed for impairment at least annually. An impairment charge for goodwill is recognized only when the estimatedcost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed. Goodwill is tested at least annually for impairment and is tested for impairment more frequently when events or changes in circumstances indicate that the asset might be impaired. The Company completes its annual goodwill impairment test as of the first day of the fourth quarter.
The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit including goodwill, is less than its carrying amount. A qualitative assessment requires that we consider events or circumstances including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit’s net assets, and changes in our stock price. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative test and proceed to a quantitative test, then the quantitative goodwill impairment test is performed. A quantitative test includes comparing the fair value of each reporting unit to the carrying amount of the reporting unit, including goodwill. The fair value of each reporting unit is determined using a discounted cash flow analysis and a market approach. If the estimated fair value is less than the carrying amount of the reporting unit, an impairment is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit.
Under the quantitative goodwill impairment test, the fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. In developing the Company’s discounted cash flow analysis, assumptions about future revenues and expenses, capital expenditures and changes in working capital are based on the Company’s annual operating plan and long-term business plan for each of the reporting units. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices and

growth expectations for the industries and end markets the Company participates in. The Company completed a qualitative assessment for the ORV, Snow, Motorcycles and Global Adjacent Markets reporting units and a quantitative goodwill test for the Aftermarket and Boats reporting units.
The Company’s primary identifiable intangible assets include: dealer/customer relationships, brand/trade names, developed technology, and non-compete agreements. Identifiable intangibles with finite lives are amortized and those identifiable intangibles with indefinite lives are not amortized. Identifiable intangible assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible assets with indefinite lives are tested for impairment annually or more frequently when events or changes in circumstances indicate that the asset might be impaired. The Company’s identifiable intangible assets with indefinite lives include brand/trade names. The impairment test consists of a comparison of the fair value of the brand/trade name with its carrying value. The Company completes its annual impairment test as of the first day of the fourth quarter each year for identifiable intangible assets with indefinite lives.
The results of the impairment tests indicated that no goodwill or indefinite-lived intangible asset impairment existed as of the test date. Refer to Note 67 for additional information regarding goodwill and other intangible assets.
Revenue recognition. Revenues are With respect to wholegood vehicles, boats, parts, garments and accessories, revenue is recognized atwhen the timeCompany transfers control of shipmentthe product to the dealer or distributor or other customers, or atcustomer. With respect to services provided by the time of delivery for our retail aftermarket locations. Service revenues areCompany, revenue is recognized upon completion of the service. Productservice or over the term of the service agreement in proportion to the costs expected to be incurred in satisfying the obligations over the term of the service period. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Historically, product returns, whether in the normal course of business or resulting from repossessionrepurchases made under the Company’s customerfloorplan financing program, (see Note 9), have not been material. Polaris sponsorsHowever, the Company has agreed to repurchase products repossessed by the finance companies up to certain sales incentive programs and accrues liabilities for estimated sales promotion expenses and estimated holdback amounts that are recognized as reductions to sales when products are soldlimits. The Company’s financial exposure is limited to the dealer or distributor customer.difference between the amount paid to the finance companies and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements. The Company has not historically recorded any significant sales return allowances because the Company has not been required to repurchase a significant number of units. However, an adverse change in retail sales could cause this situation to change. Refer to Note 2 for additional information regarding revenue.
Sales promotions and incentives. Polaris provides for estimated sales promotion and incentive expenses, which are recognized as a reductioncomponent of sales in measuring the amount of consideration the Company expects to sales, at the time of sale to the dealerreceive in exchange for transferring goods or distributor.providing services. Examples of sales promotion and incentive programs include dealer and consumer rebates, volume incentives, retail financing programs and sales associate incentives. Sales promotion and incentive expenses are estimated based on current programs and historical rates for each product line. The Company records these amounts as a liability in the consolidated balance sheet until they are ultimately paid. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the customer usage rate varies from historical trends. Historically,Adjustments to sales promotionpromotions and incentive expenses have been withinincentives accruals are made as actual usage becomes known in order to properly estimate the Company’s expectations and differences have not been material.amounts necessary to generate consumer demand based on market conditions as of the balance sheet date.
Dealer holdback programs. Dealer holdback represents a portion of the invoiced sales price that is expected to be subsequently returned to the dealer or distributor as a sales incentive upon the ultimate retail sale of the product. Holdback amounts reduce the ultimate net price of the products purchased by Polaris’ dealers or distributors and, therefore, reduce the amount of sales Polaris recognizes at the time of shipment. The portion of the invoiced sales price estimated as the holdback is recognized as “dealer holdback” liability on the Company’s balance sheet until paid or forfeited. The minimal holdback adjustments in the estimated holdback liability due to forfeitures are recognized in net sales. Payments are made to dealers or distributors at various times during the year subject to previously established criteria.
Shipping and handling costs. Polaris records shipping and handling costs as a component of cost of sales at the time the product is shipped.
Research and development expenses. Polaris records research and development expenses in the period in which they are incurred as a component of operating expenses.

Advertising expenses. Polaris records advertising expenses as a component of selling and marketing expenses in the period in which they are incurred. In the years ended December 31, 2016, 20152019, 2018 and 2014,2017, Polaris incurred $85,199,000, $80,090,000$77,404,000, $65,001,000 and $82,600,000,$75,307,000 of advertising expenses, respectively.
Product warranties - Limited warranties. Polaris provides a limited warranty for its ORVsvehicles and boats for a period of six months for a period of one year for its snowmobiles, for a period of one or twoto ten years, for its motorcycles depending on brand and model year, for a period of one year for its Taylor-Dunn vehicles, and for a two year period for GEM, Goupil and Aixam vehicles.the product. Polaris provides longer warranties in certain geographical markets as determined by local regulations and market conditionscustomary practice and may also provide longer warranties related to certain promotional programs. Polaris’ limitedstandard warranties require the Company, orthrough its dealersdealer network, to repair or replace defective products during such warranty periods at no cost to the consumer.periods. The warranty reserve is established at the time of sale to the dealer or distributor based on management’s best estimate using historical rates and trends. The Company records these amounts as a liability in the consolidated balance sheet until they are ultimately paid. Adjustments to the warranty reserve are made from time to time asbased on actual claims become knownexperience in order to properly estimate the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. The warranty reserve includes the estimated costs related to recalls, which are accrued when probable and estimable. Factors that could have an impact on the warranty accrual in any given periodreserve include the following: improvedchanges in manufacturing quality, shifts in product mix, changes in warranty coverage periods, snowfallweather and its impact on snowmobileproduct usage, product recalls and any significant changes in sales volume.
The activity in the limited warranty reserve during the periods presented was as follows (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
Balance at beginning of year$121,824
 $123,840
 $119,274
Additions to reserve related to acquisitions8,809
 19,468
 
Additions charged to expense122,909
 105,015
 145,705
Warranty claims paid, net(117,358) (126,499) (141,139)
Balance at end of year$136,184
 $121,824
 $123,840

 For the Years Ended December 31,
 2016 2015 2014
Balance at beginning of year$56,474
 $53,104
 $52,818
Additions to reserve through acquisitions147
 250
 160
Additions charged to expense194,996
 73,716
 61,888
Less: warranty claims paid(132,343) (70,596) (61,762)
Balance at end of year$119,274
 $56,474
 $53,104

During 2016, the Company has incurred significant additions to the warranty reserve, primarily associated with recall activity for certain RZR vehicles. In April 2016, the Company issued a voluntary recall for certain RZR 900 and 1000 off-road vehicles manufactured since model year 2013 due to reports of thermal-related incidents, including fire, and in September 2016, the Company issued a voluntary recall for certain RZR XP Turbo off-road vehicles due to similar thermal-related incidents.
Deferred revenue. In 2016, Polaris began financing its self-insured risks related to extended service contracts (“ESCs”). The premiums for ESCs are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. Additionally, in 2016, the Company acquired Transamerican Auto Parts (“TAP”), which recognizes revenues related to sales of its extended warranty programs for tires and other products over the term of the warranty period which vary from two to five years. Warranty costs are recognized as incurred. Revenues related to sales of its extended warranty program for powertrains and related accrued costs for claims are deferred and amortized over the warranty period, generally five years, while warranty administrative costs are recognized as incurred. The activity in the deferred revenue reserve during the periods presented was as follows (in thousands):
 For the Years Ended December 31,

2016 2015 2014
Balance at beginning of year
 
 
Additions to deferred revenue through acquisitions$7,944
    
New contracts sold20,569
 
 
Less: reductions for revenue recognized(2,356) 
 
Balance at end of year$26,157
 
 
(1) The unamortized extended service contract premiums (deferred revenue) recorded in other current liabilities, totaled $11,012,000 and $15,145,000 in other long-term liabilities as of December 31, 2016.
Share-based employee compensation. For purposesThe Company recognizes in the financial statements the grant-date fair value of determiningstock options and other equity-based compensation issued to employees. Determining the estimatedappropriate fair-value model and calculating the fair value of share-based payment awards onat the date of grant under ASC Topic 718, Polaris usesrequires judgment. The Company utilizes the Black-Scholes Model. The Black-Scholes Model requiresoption pricing model to estimate the inputfair value of certain assumptions that require judgment. Because employee stock options, and restricted stock awards have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair valueMonte Carlo model to estimate the existing models may not provide a reliable single measure of the fair value of the employee stock options orperformance restricted stock units that include a market condition. These pricing models also require the use of input assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. The Company utilizes historical volatility as the Company believes this is reflective of market conditions. The expected life of the awards is based on historical exercise patterns. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. Management will continue to assessThe dividend yield assumption is based on the assumptions and methodologies used to calculate estimated fair valueCompany’s history of dividend payouts. The Company develops an estimate of the number of share-based compensation. Circumstances mayawards that will be forfeited due to employee turnover. Changes in the estimated forfeiture rate can have a significant effect on reported share-based compensation, as the effect of adjusting the rate for all expense amortization is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher or lower than the estimated forfeiture rate, then an adjustment is made to increase or decrease the estimated forfeiture rate, which will result in a decrease or increase to the expense recognized in the financial statements. If forfeiture adjustments are made, they would affect gross margin and operating expenses.
The Company estimates the likelihood and the rate of achievement for performance share-based awards, specifically long-term compensation grants of performance-based restricted stock unit awards. Changes in the estimated rate of achievement can have a significant effect on reported share-based compensation expenses as the effect of a change in the estimated achievement level is recognized in the period that the likelihood factor changes. If adjustments in the estimated rate of achievement are made, they would be reflected in gross margin and operating expenses. Fluctuations in the Company’s stock price can have a significant effect on reported share-based compensation expenses for liability-based awards. The impact from fluctuations in the Company’s stock price is recognized in the period of the change, and additional data may become available over time, which could resultis reflected in changes to these assumptionsgross profit and methodologies and thereby materially impact the fair value determination. If factors change and the Company employs different assumptions in the application of Topic 718 in future periods, the compensation expense that was recorded under Topic 718 may differ significantly from what was recorded in the current period.operating expenses. Refer to Note 34 for additional information regarding share-based compensation.
The Company estimates the likelihood and the rate of achievement for performance share-based awards. Changes in the estimated rate of achievement and fluctuation in the market based stock price can have a significant effect on reported share-based compensation expenses as the effect of a change in the estimated achievement level and fluctuation in the market based stock price is recognized in the period that the likelihood factor and stock price changes. If adjustments in

the estimated rate of achievement and fluctuation in the market based stock price are made, they would be reflected in gross marginprofit and operating expenses.
Derivative instruments and hedging activities. Changes in the fair value of a derivative are recognized in earnings unless the derivative qualifies as a hedge. To qualify as a hedge, the Company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. Polaris does not use any financial contracts for trading purposes.
Polaris enters into foreign exchange contracts to manage currency exposures from certain of its purchase commitments denominated in foreign currencies and transfers of funds from time to time from its foreign subsidiaries. Polaris does not use any financial contracts for trading purposes. These contracts metmeet the criteria for cash flow hedges. Gains and losses on the Canadian dollar and Australian dollar contracts at settlement are recorded in non-operating other (income) expense, (income), net in the consolidated income statements, and gains and losses on the Japanese yen and Mexican peso contracts at settlement are recorded in cost of sales in the consolidated income statements.statements of income. The contracts are recorded in other current assets or other current liabilities on the consolidated balance sheets. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss, net.
Polaris is subjectenters into interest rate swaps in order to marketmaintain a balanced risk from fluctuating market prices of certain purchased commodity raw materials, including steel, aluminum, diesel fuel,fixed and petroleum-based resins. In addition, the Company purchases components and parts containing various commodities, including steel, aluminum, rubber, rare earth metals and others which are integrated intofloating interest rates associated with the Company’s end products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. The Company generally buys these commodities and components based upon market prices that are established with the vendor as part of the purchase process. From time to time, Polaris utilizes derivativelong-term debt. These contracts to hedge a portion of the exposure to commodity risks. During 2015, the Company entered into derivative contracts to hedge a portion of the exposure for diesel fuel and aluminum. The Company did not enter into any such derivative contracts during 2016. The Company’s diesel fuel and aluminum hedging contracts do not meet the criteria for hedge accounting and therefore,cash flow hedges. The contracts are recorded in other current assets or other current liabilities on the resulting unrealizedconsolidated balance sheets. Unrealized gains and losses from those contracts are included in the consolidated statementsrecorded as a component of income in cost of sales. accumulated other comprehensive loss, net.
Refer to Note 1214 for additional information regarding derivative instruments and hedging activities.
The gross unrealized gains and losses of these contracts are recorded in the accompanying balance sheets as other current assets or other current liabilities.
Foreign currency translation. The functional currency for each of the Polaris foreign subsidiaries is their respective local currencies. The assets and liabilities in all Polaris foreign entities are translated at the foreign exchange rate in effect at the balance sheet date. Translation gains and losses are reflected as a component of accumulated other comprehensive loss in the shareholders’ equity section of the accompanying consolidated balance sheets. Revenues and expenses in all of Polaris’ foreign entities are translated at the average foreign exchange rate in effect for each month of the quarter. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in other (income) expense, (income), net in ourthe consolidated statements of income.
Comprehensive income. Components of comprehensive income include net income, foreign currency translation adjustments, and unrealized gains or losses on derivative instruments.instruments, retirement benefit plan activity, and other activity. The Company has chosen to disclosediscloses comprehensive income in separate consolidated statements of comprehensive income.
New accounting pronouncements.
Debt issuance costs. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-230) - Simplifying the Presentation of Debt Issuance Costs. The amendment requires that debt issuance costs be presented on the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. The amendment is to be applied retrospectively and is effective for fiscal years beginning after December 15, 2015. The Company adopted this amendment during the first quarter of 2016, which caused the Company to reclassify $1,803,000 of debt issuance costs as a reduction from long-term debt rather than as a component of prepaid expenses and other assets, as of December 31, 2015.
Share-based payment accounting. In March 2016, the FASB issued ASU No. 2016-09, which simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and statement of cash flow classification. The ASU is effective for annual reporting periods beginning after December 15, 2016, and is effective for the Company’s fiscal year beginning January 1, 2017. Early adoption is permitted, but the Company will adopt this ASU for the fiscal year beginning January 1, 2017. The impact of this ASU on the Company’s financial statements will be dependent on the volume of stock option exercises and restricted share vestings that occur. When the Company adopts this ASU for the fiscal year beginning January 1, 2017, the excess tax benefits will be classified as cash flows from operating activities rather than cash flows from financing activities on a prospective basis. In addition, the Company will continue to estimate the number of awards expected to vest, rather than electing to account for forfeitures as they occur.
Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires most lessees to recognize right of use assets and lease liabilities, but recognize expenses in a manner similar with current accounting standards. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018 and is effective for the Company’s fiscal year beginning January 1, 2019. Entities are required to use a modified retrospective approach, with early adoption permitted. The Company is evaluating the impact of this new standard on the financial statements.
Revenue from contracts with customers. In May 2014, Effective January 1, 2018, the FASB issuedCompany adopted ASU No. 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue from the transfer of goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017 and is effective for the Company’s fiscal year beginning January 1, 2018. Subsequent to the issuance of ASU 2014-09, the FASB has issued, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. Theseusing the modified retrospective approach. The adoption of these ASUs dodid not changehave a material impact on the core principleCompany’s consolidated financial position, results of operations, equity or cash flows as of the guidance stated inadoption date or for the year ended December 31, 2018. The Company has included the disclosures required by ASU 2014-09 instead these amendments are intendedin Note 2.
Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and in July 2018, ASU No. 2018-10, Codification Improvements to clarifyTopic 842, Leases, and improve operabilityASU 2018-11, Leases (Topic 842) - Targeted Improvements (collectively, “the new lease standard” or “ASC 842”). The new standard requires lessees to record assets and liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of certain topics includedexpense recognition in the income statement. The Company adopted the standard as of January 1, 2019 using the alternative transition method provided under ASC 842, which allowed the Company to initially apply the new lease standard at the adoption date. The Company elected the package of practical expedients permitted under the transition guidance within the revenuenew standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company did not elect the hindsight practical expedient permitted under the transition guidance within the new lease standard. These ASUs will have the same effective date and transition requirements as ASU 2014-09.
The Company has completedmade an accounting policy election to not record leases with an initial term of 12 months or less on the balance sheet. The Company also elected the practical expedient to not separate non-lease components from the lease components to which they relate, and instead account for each separate lease and non-lease component associated with

that lease component as a preliminary assessmentsingle lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease cost.
The new standard resulted in the recognition of additional net lease assets and lease liabilities of approximately $115,681,000, as of January 1, 2019. The adoption of ASC 842 did not have a material impact on the Company’s consolidated results of operations, equity or cash flows as of the impactadoption date. Under the alternative method of adoption, comparative information was not restated, but will continue to be reported under the standards in effect for those periods. See Note 12 for further information regarding the Company’s leases.
Derivatives and hedging. Effective January 1, 2019, the Company adopted ASU No. 2014-092017-12, Derivatives and other related ASUs, and doesHedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The adoption of this ASU did not anticipate thehave a material impact will be significant toon the Company’s financial statements, accounting policiesposition, results of operations, equity or processes. Thecash flows.
Non-employee share-based payments. Effective January 1, 2019, the Company expects to adoptadopted ASU No. 2014-092018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations, equity or cash flows.
Intangibles-Goodwill and Other. Effective January 1, 2019, the Company early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test.
Stranded Tax Effects. Effective January 1, 2019 the Company adopted ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the reduction of the U.S. federal statutory income tax rate to 21% from 35% due to the enactment of the Tax Act. As a result of the adoption of ASU 2018-02, the Company recorded a $668,000 reclassification to decrease Accumulated Other Comprehensive Income and increase Retained Earnings.
Financial instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2016-13 changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. ASU 2018-19 will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019, and is effective for the Company’s fiscal year beginning January 1, 2018, and expects2020. The adoption of the ASU is not expected to adopthave a material impact on the guidance using the modified retrospective approach.Company’s financial position, results of operations, equity or cash flows.
There are no other new accounting pronouncements that are expected to have a significant impact on Polaris’ consolidated financial statements.


Note 2. Revenue Recognition
The following tables disaggregate the Company’s revenue by major product type and geography (in thousands):
 For the Year Ended December 31, 2019
 ORV / Snowmobiles Motorcycles Global Adj. Markets Aftermarket Boats Total
Revenue by product type           
Wholegoods$3,463,135
 $502,090
 $373,914
 
 $621,353
 $4,960,492
PG&A745,928
 82,006
 87,341
 $906,751
 
 1,822,026
Total revenue$4,209,063
 $584,096
 $461,255
 $906,751
 $621,353
 $6,782,518
            
Revenue by geography           
United States$3,470,141
 $375,977
 $232,626
 $867,052
 $605,910
 $5,551,706
Canada304,020
 31,129
 4,612
 39,699
 15,443
 394,903
EMEA302,511
 116,158
 221,274
 
 
 639,943
APLA132,391
 60,832
 2,743
 
 
 195,966
Total revenue$4,209,063
 $584,096
 $461,255
 $906,751
 $621,353
 $6,782,518
            
 For the Year Ended December 31, 2018
 ORV / Snowmobiles Motorcycles Global Adj. Markets Aftermarket Boats Total
Revenue by product type           
Wholegoods$3,237,463
 $465,269
 $366,103
 
 $279,656
 $4,348,491
PG&A681,954
 80,377
 78,541
 $889,177
 
 1,730,049
Total revenue$3,919,417
 $545,646
 $444,644
 $889,177
 $279,656
 $6,078,540
            
Revenue by geography           
United States$3,178,104
 $371,483
 $212,653
 $847,293
 $274,274
 $4,883,807
Canada293,269
 31,150
 18,539
 41,884
 5,382
 390,224
EMEA306,890
 87,977
 208,032
 
 
 602,899
APLA141,154
 55,036
 5,420
 
 
 201,610
Total revenue$3,919,417
 $545,646
 $444,644
 $889,177
 $279,656
 $6,078,540

With respect to wholegood vehicles, boats, parts, garments and accessories, revenue is recognized when the Company transfers control of the product to the customer. With respect to services provided by the Company, revenue is recognized upon completion of the service or over the term of the service agreement in proportion to the costs expected to be incurred in satisfying the obligations over the term of the service period. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The expected costs associated with the Company’s limited warranties and field service bulletin actions are recognized as expense when the products are sold. The Company recognizes revenue for vehicle service contracts that extend mechanical and maintenance coverage beyond the Company’s limited warranties over the life of the contract. Revenue from goods and services transferred to customers at a point-in-time accounts for the majority of the Company’s revenue. Revenue from products or services transferred over time is discussed in the deferred revenue section.
ORV/Snowmobiles, Motorcycles and Global Adjacent Markets segments
Wholegood vehicles and parts, garments and accessories. For the majority of wholegood vehicles, parts, garments and accessories (PG&A), the Company transfers control and recognizes a sale when it ships the product from its manufacturing facility, distribution center, or vehicle holding center to its customer (primarily dealers and distributors). The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its dealers and their customers. Sales returns are not material. The Company adjusts its

estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed.
Depending on the terms of the arrangement, the Company may also defer the recognition of a portion of the consideration received because it has to satisfy a future obligation (e.g., free extended service contracts). The Company uses an observable price to determine the stand-alone selling price for separate performance obligations. The Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, garments or accessories has transferred to the customer as an expense in cost of sales.
Extended Service Contracts. The Company sells separately-priced service contracts that extend mechanical and maintenance coverages beyond its base limited warranty agreements to vehicle owners. The separately priced service contracts range from 12 months to 84 months. The Company primarily receives payment at the inception of the contract and recognizes revenue over the term of the agreement in proportion to the costs expected to be incurred in satisfying the obligations under the contract.
Aftermarket segment
The Company’s Aftermarket products are sold through dealer, distributor, retail, and e-commerce channels. The Company transfers control and recognizes a sale when products are shipped or delivered to its customer. The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates rights it offers to its customers and their customers. When the Company gives its customers the right to return eligible parts and accessories, it estimates the expected returns based on an analysis of historical experience. The Company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed.
Service revenue. The Company offers installation services for parts that it sells. Service revenues are recognized upon completion of the service.
Depending on the terms of the arrangement, the Company may also defer the recognition of a portion of the consideration received because it has to satisfy a future obligation (e.g., extended service contracts). The Company uses an observable price to determine the stand-alone selling price for separate performance obligations. The Company has elected to recognize the cost for freight and shipping when control over parts, garments or accessories has transferred to the customer as an expense in cost of sales.
Boats segment
Boats. The Company transfers control and recognizes a sale when it ships the product from its manufacturing facility or distribution center to its customer (primarily dealers). The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its dealers and their customers. Sales returns are not material. The Company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed. The Company has elected to recognize the cost for freight and shipping when control over boats has transferred to the customer as an expense in cost of sales.
Deferred revenue
The Company finances its self-insured risks related to extended service contracts (“ESCs”). The premiums for ESCs are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. Warranty costs are recognized as incurred.
The Company expects to recognize approximately $34,254,000 of the unearned amount over the next 12 months and $47,301,000 thereafter. The activity in the deferred revenue reserve during the periods presented was as follows (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
Balance at beginning of year$59,915
 $45,760
 $26,157
New contracts sold49,565
 35,610
 31,617
Less: reductions for revenue recognized(27,925) (21,455) (12,014)
Balance at end of year (1)
$81,555
 $59,915
 $45,760

(1) The unamortized ESC premiums (deferred revenue) recorded in other current liabilities totaled $34,254,000 and $25,777,000 at December 31, 2019 and 2018, respectively, while the amount recorded in other long-term liabilities totaled $47,301,000 and $34,138,000 at December 31, 2019 and 2018, respectively.

Note 2.3. Acquisitions
20162019 Acquisitions.
Taylor-Dunn ManufacturingThe Company did not complete any material acquisitions in 2019.
In March 2016,2018 Acquisitions.
Boat Holdings, LLC
On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, the Company acquired Taylor-Dunn Manufacturing Company (“Taylor-Dunn”), a leading provider of industrial vehicles serving a broad range of commercial, manufacturing, warehouse and ground-support customers. Taylor-Dunn is based in Anaheim, California, and is included in the Global Adjacent Markets reporting segment. Pro forma financial results for the Taylor-Dunn acquisition are not presented as the acquisition is not material to the consolidated financial statements. As of December 31, 2016, the purchase price allocations for the acquisition remain preliminary. Refer to Note 6 for additional information regardingcompleted the acquisition of Taylor-Dunn.
Transamerican Auto Parts
On October 11, 2016, the Company entered into a definitive agreement with TAP AutomotiveBoat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which manufactures boats (“Boat Holdings”).
(“Transamerican Auto Parts” or “TAP”), to acquireThe transaction was structured as an acquisition of 100% of the outstanding equity interests in Transamerican Auto Parts, a privately held, vertically integrated manufacturer, distributor, retailer and installer of off-road Jeep and truck accessories,Boat Holdings for an aggregate consideration of $668,848,000,$806,658,000, net of cash acquired. TAP’s productsacquired, subject to customary adjustments based on, among other things, the amount of cash, debt and services for customersworking capital in the off-road four-wheel-drive market correspond closelybusiness of Boat Holdings at the closing date. A portion of the aggregate consideration equal to our ORV business. The transaction closed on November 10, 2016. $100,000,000 will be paid in the form of a series of deferred annual payments over 12 years following the closing date.
The Company funded the purchase price with borrowings under its existing credit facilities.
As of December 31, 2016, the purchase price allocation for the acquisition is preliminary. by amending, extending, and up-sizing the Credit Facility and with the proceeds of the issuance of 4.23% Senior Notes, Series 2018, due July 3, 2028, described in Note 6.
The consolidated statements of income for the years ended December 31, 2019 and 2018 include $621,353,000 and $279,656,000 of net sales and $124,613,000 and $46,252,000 of gross profit, respectively, related to Boats.
The following table summarizes the preliminaryfinal fair values assigned to the TAPBoat Holdings net assets acquired and the determination of final net assets (in thousands):
Cash and cash equivalents$16,534
Trade receivables17,528
Inventory39,948
Other current assets4,451
Property, plant and equipment35,299
Customer relationships341,080
Trademarks / trade names210,680
Non-compete agreements2,630
Goodwill222,372
Accounts payable(30,064)
Other liabilities assumed(37,266)
Total fair value of net assets acquired823,192
Less cash acquired(16,534)
Total consideration for acquisition, less cash acquired$806,658
Cash and cash equivalents$3,017
Trade receivables18,212
Inventory144,912
Property, plant and equipment32,814
Customer relationships87,500
Trademarks / trade names175,500
Goodwill264,333
Other assets18,434
Deferred revenue(7,944)
Other liabilities assumed(64,913)
Total fair value of net assets acquired671,865
Less cash acquired(3,017)
Total consideration for acquisition, less cash acquired$668,848


On the acquisition date, amortizable intangible assets had a weighted-average useful life of 8.9approximately 19 years. The customer relationships were valued based on the Discounted Cash Flow Method and are amortized over 5-1015-20 years, depending on the customer class. The trademarks and trade names were valued on the Relief from Royalty Method and have indefinite remaining useful lives. Goodwill is deductible for tax purposes.
The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 20162018 acquisition of TAPBoat Holdings had occurred at the beginning of fiscal 20152017 (in thousands, except per share data).:

 For the Years Ended December 31,
 2019 2018 2017
Net sales$6,782,518
 $6,429,700
 $5,980,741
Net income attributable to Polaris Inc.328,800
 360,690
 182,749
      
Basic earnings per share$5.35
 $5.77
 $2.90
Diluted earnings per common share$5.28
 $5.64
 $2.85

The results for the years ended December 31, 2019 and 2018 have been adjusted to exclude the impact of approximately $6,352,000 and $9,646,000 of integration and acquisition-related costs (pre-tax) incurred by the Company that are directly attributable to the transaction.
The results for the years ended December 31, 2019, 2018, and 2017 have been adjusted to include the pro forma impact of amortization of intangible assets and the depreciation of property, plant, and equipment, based on purchase price allocations; the pro forma impact of additional interest expense relating to the acquisition; and the pro forma tax effect of both income before taxes and the pro forma adjustments. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.
 For the Years Ended December 31,
 2016 2015
Net sales$5,161,688
 $5,389,173
Net income240,400
 431,991
Basic earnings per share$3.74
 $6.54
Diluted earnings per common share$3.69
 $6.40

The unaudited pro forma net income for the year ended December 31, 2015 excludes the impact of approximately $21.0 million (pre-tax) in non-recurring items related to acquisition date fair value adjustments to inventory. The unaudited pro forma net income for the year ended December 31, 2016 excludes the impact of transaction costs incurred by TAP and approximately $13.0 million of non-recurring transaction related costs incurred by the Company. The pro forma condensed consolidated financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the TAPBoat Holdings acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the TAP acquisition occurred on January 1, 2015. The Company’s 2016 consolidated statements of income include $108,699,000 of net sales and $19,842,000 of gross profit related to TAP.
2015 acquisitions. In January 2015, the Company acquired the electric motorcycle business of Brammo, Inc. In April 2015, the Company completed the acquisitions of Timbersled Products, Inc. (“Timbersled”) and HH Investment Limited (“Hammerhead”). Timbersled is based in Idaho and is an innovator and market leader in the burgeoning snow bike industry. Hammerhead is based in Shanghai, China and manufactures gasoline powered go-karts, light utility vehicles, and electric utility vehicles. Hammerhead markets its products globally under the Hammerhead Off-Road brand, along with maintaining key private label relationships with other original equipment manufacturers.
At the end of December 2015, the Company completed the acquisition of certain assets of 509, Inc. (“509”). 509 is based in Washington and is an aftermarket leader in snowmobile helmets and goggles.2017 Acquisitions.
The Company has included the financial results of thedid not complete any material acquisitions in its consolidated results of operations beginning on the respective acquisition dates; however, the acquisitions did not have a material impact on Polaris’ consolidated financial position or results of operations.2017.

Note 3.4. Share-Based Compensation
Share-based plans. The Company grants long-term equity-based incentives and rewardsawards for the benefit of its employees and directors under the shareholder approved Polaris Industries Inc. 2007 Omnibus Incentive Plan (as amended) (the “Omnibus Plan”), which were previously provided under several separate incentive and compensatory plans. Upon approval by the shareholders of the Omnibus Plan in April 2007, the Polaris Industries Inc. 1995 Stock Option Plan (“Option Plan”), the 1999 Broad Based Stock Option Plan, the Restricted Stock Plan and the 2003 Non-Employee Director Stock Option Plan (“Director Stock Option Plan” and collectively the “Prior Plans”) were frozen and no further grants or awards have since been or will be made under such plans. A maximum of 21,000,00024,325,000 shares of common stock are available for issuance under the Omnibus Plan, together with additional shares canceled or forfeited under the Prior Plans.
Stock option awards granted to date under the Omnibus Plan generally vest twoone to four years from the award date and expire after ten years. In addition, since 2007, the Company has granted a total of 157,000196,000 deferred stock units to its non-employee directors under the Omnibus Plan (11,000, 8,000(15,000, 12,000 and 9,00011,000 in 2016, 20152019, 2018 and 2014,2017, respectively), which will be converted into common stock when the director’s board service ends or upon a change in control. Restricted units and performance-based restricted units (collectively restricted stock) awarded under the Omnibus Plan generally vests after a one to four year period. The final number of shares issued under performance-based awards are dependent on achievement of certain performance measures.
The Option Plan, which is frozen, was used to issue incentive and nonqualified stock options to certain employees. Options granted to date generally vest three years from the award date and expire after ten years.
Under the Polaris Industries Inc. Deferred Compensation Plan for Directors (“Director Plan”), and the Omnibus Plan, members of the Board of Directors who are not Polaris officers or employees may annually elect to receive common stock equivalents in lieu of director fees, which will be converted into common stock when board service ends. Alternatively, these common stock equivalents may be diversified into other investments until board service ends, pursuant to the terms of the Director Plan. A maximum of 500,000 shares of common stock has been authorized under this planthe Director Plan of which 73,000 common stock equivalents have been earned and 427,000 shares have been issued to retired directors as of December 31, 2016.2019. Authorized shares under the Director Plan were exhausted in 2017. Since 2017, the Company has granted a total of 35,000 common stock equivalents to its non-employee directors under the Omnibus Plan (14,000 in 2019, 10,000 in 2018, and11,000 in 2017), which will be converted into common stock when their board service ends. As of December 31, 20162019 and 2015,2018, Polaris’ liability under the planplans for the common stock equivalents totaled $6,111,000$11,035,000 and $9,167,000,$7,253,000, respectively.

Polaris maintains a long term incentive program under which awards are issued to provide incentives for certain employees to attain and maintain the highest standards of performance and to attract and retain employees of outstanding competence and ability with no cash payments required from the recipient. Long term incentive program awards are granted in restricted stock units and stock options and therefore treated as equity awards.

Share-based compensation expense. The amount of compensation cost for share-based awards to be recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates stock option forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company analyzes historical data to estimate pre-vesting forfeitures and records share compensation expense for those awards expected to vest.
Total share-based compensation expenses were as follows (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
Option awards$21,847
 $23,393
 $18,423
Other share-based awards48,002
 28,513
 28,844
Total share-based compensation before tax69,849
 51,906
 47,267
Tax benefit16,624
 12,354
 17,555
Total share-based compensation expense included in net income$53,225
 $39,552
 $29,712
 For the Years Ended December 31,
 2016 2015 2014
Option plan$23,876
 $26,191
 $24,428
Other share-based awards23,368
 23,275
 26,574
Total share-based compensation before tax47,244
 49,466
 51,002
Tax benefit17,546
 18,451
 19,039
Total share-based compensation expense included in net income$29,698
 $31,015
 $31,963

These share-based compensation expenses are reflected in cost of sales and operating expenses in the accompanying consolidated statements of income. For purposes of determining the estimated fair value of option awards on the date of grant under ASC Topic 718, Polaris has used the Black-Scholes option-pricing model.model for stock options, and the Monte Carlo simulation model for employee performance restricted stock units that include a market condition. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience.
At December 31, 2016,2019, there was $97,831,000$91,538,000 of total unrecognized share-based compensation expense related to unvested share-based equity awards. Unrecognized share-based compensation expense is expected to be recognized over a weighted-average period of 1.721.37 years. Included in unrecognized share-based compensation expense is approximately $32,997,000$22,841,000 related to stock options and $64,834,000$68,697,000 for restricted stock.
General stock option and restricted stock information. The following summarizes stock option activity and the weighted average exercise price for the following plansOmnibus Plan for the each of the three yearsyear ended December 31, 2016, 2015 and 2014:2019:
 Omnibus Plan
(Active)
 
Options
Outstanding
 Weighted
Average
Exercise
Price
Balance as of December 31, 20184,575,926
 $99.53
Granted1,460,602
 86.21
Exercised(166,008) 65.90
Forfeited(216,262) 105.95
Balance as of December 31, 20195,654,258
 $96.83
    
Vested or expected to vest as of December 31, 20195,654,258
 $96.83
Options exercisable as of December 31, 20192,802,466
 $103.08

 Omnibus Plan
(Active)
 Option Plan
(Frozen)
 Outstanding
Shares
 Weighted
Average
Exercise
Price
 Outstanding
Shares
 Weighted
Average
Exercise
Price
Balance as of December 31, 20134,466,080
 $49.29
 162,431
 $23.74
Granted705,564
 130.10
 
 
Exercised(866,917) 30.33
 (96,398) 23.77
Forfeited(98,215) 65.14
 (2,800) 22.43
Balance as of December 31, 20144,206,512
 $66.38
 63,233
 $23.76
Granted743,062
 150.81
 
 
Exercised(706,750) 40.21
 (44,283) 23.92
Forfeited(137,285) 112.95
 
 
Balance as of December 31, 20154,105,539
 $84.61
 18,950
 $23.37
Granted1,326,430
 78.72
 
 
Exercised(348,206) 40.51
 (18,950) 23.37
Forfeited(366,702) 108.90
 
 
Balance as of December 31, 20164,717,061
 $84.32
 
 
Vested or expected to vest as of December 31, 20164,717,061
 $84.32
 
 
Options exercisable as of December 31, 20162,199,084
 $62.60
 
 
The weighted average remaining contractual life of options outstanding and of options outstanding and exercisable as of December 31, 20162019 was 6.456.61 years and 4.475.07 years, respectively.

The following assumptions were used to estimate the weighted average fair value of options of $16.81, $37.64$19.54, $26.50 and $39.97$18.45 granted during the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively:
 For the Years Ended December 31,
 2019 2018 2017
Weighted-average volatility32% 30% 29%
Expected dividend yield2.9% 2.1% 2.6%
Expected term (in years)4.5
 4.4
 4.7
Weighted average risk free interest rate2.5% 2.6% 1.9%
 For the Years Ended December 31,
 2016 2015 2014
Weighted-average volatility32% 32% 40%
Expected dividend yield2.8% 1.4% 1.5%
Expected term (in years)4.5
 4.5
 4.5
Weighted average risk free interest rate1.4% 1.5% 1.6%

The total intrinsic value of options exercised during the year ended December 31, 20162019 was $17,522,000.$5,136,000. The total intrinsic value of options outstanding and of options outstanding and exercisable at December 31, 2016,2019, was $68,311,000$73,730,000 and $59,612,000,$35,503,000, respectively. The total intrinsic values are based on the Company’s closing stock price on the last trading day of the applicable year for in-the-money options.
The grant date fair value for performance awards with a total shareholder return (TSR) market condition were estimated using a Monte Carlo simulation model utilizing the following weighted-average assumptions:
 For the Years Ended December 31,
 2019 2018 2017
Weighted-average volatility34% 33% 31%
Expected dividend yield2.7% 2.1% 2.5%
Expected term (in years)3.0
 3.0
 3.0
Weighted average risk free interest rate2.4% 2.3% 1.5%
The Company used its historical stock price as the basis for the Company’s volatility assumption. The assumed risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the vesting period. The weighted-average fair value used to record compensation expense for TSR performance share awards granted during 2019, 2018, and 2017 was $96.38, $106.43, and $82.14 per award, respectively.
The following table summarizes restricted stock activity for the year ended December 31, 2016:2019:
 Shares
Outstanding
 Weighted
Average
Grant Price
Balance as of December 31, 20181,641,197
 $92.19
Granted545,365
 89.75
Vested(314,555) 90.39
Canceled/Forfeited(485,998) 76.36
Balance as of December 31, 20191,386,009
 $96.92
Expected to vest as of December 31, 20191,397,750
 $96.79

 Shares
Outstanding
 Weighted
Average
Grant Price
Balance as of December 31, 20151,130,767
 $122.08
Granted909,161
 77.53
Vested(233,841) 89.72
Canceled/Forfeited(284,885) 108.08
Balance as of December 31, 20161,521,202
 $103.05
Expected to vest as of December 31, 2016955,106
 $101.57
The shares granted above include 125,000 performance restricted stock unit awards. These performance grants are the number of shares that would be earned at the target level of performance. The number of shares of Polaris common stock that could actually be delivered at the end of the three-year performance period for performance restricted stock units may be anywhere from 0% to 200% of target for each performance share, depending on the performance of the Company during such performance period.
The total intrinsic value of restricted stock expected to vest as of December 31, 20162019 was $78,691,000.$142,151,000. The total intrinsic value is based on the Company’s closing stock price on the last trading day of the year. The weighted average fair values at the grant dates of grants awarded under the Omnibus Plan for the years ended December 31, 2016, 20152019, 2018 and 20142017 were $77.53, $139.50$89.75, $114.42 and $134.34,$85.97, respectively.


Note 4.5. Employee Savings Plans
Employee Stock Ownership Plan (ESOP). Polaris sponsors a qualified non-leveraged ESOP under which a maximum of 7,200,000 shares of common stock can be awarded. The shares are allocated to eligible participants’ accounts based on total cash compensation earned during the calendar year. An employee’s ESOP account vests equally after two and three years of service and requires no cash payments from the recipient. Participants may instruct Polaris to pay respective

dividends directly to the participant in cash or reinvest the dividends into the participantsparticipants’ ESOP accounts. Employees who meet eligibility requirements can participate in the ESOP. Total expense related to the ESOP was $7,849,000, $7,455,000$10,335,000, $10,037,000 and $10,789,000,$8,241,000, in 2016, 20152019, 2018 and 2014,2017, respectively. As of December 31, 20162019 there were 3,811,0003,282,000 shares held in the plan.
Defined contribution plans. Polaris sponsors a 401(k) defined contribution retirement plan covering substantially all U.S. employees. The Company matches 100 percent of employee contributions up to a maximum of five percent of eligible compensation. All contributions vest immediately. The cost of the defined contribution retirement plan was $15,456,000, $14,178,000,$26,185,000, $24,458,000, and $12,486,000,$22,101,000, in 2016, 20152019, 2018 and 2014,2017, respectively.
Supplemental Executive Retirement Plan (SERP). Polaris sponsors a SERP that provides executive officers of the Company an alternative to defer portions of their salary, cash incentive compensation, and Polaris matching contributions. The deferrals and contributions are held in a rabbi trust and are in funds to match the liabilities of the plan. The assets are recorded as trading assets. The assets of the rabbi trust are included in other long-term assets on the consolidated balance sheets and the SERP liability is included in other long-term liabilities on the consolidated balance sheets. The asset and liability balances are both $49,330,000$48,874,000 and $48,238,000$48,545,000 at December 31, 2016,2019, and 2015,2018, respectively.
Executive officers of the Company have the opportunity to defer certain restricted stock units. After a holding period, the executive officer has the option to diversify the vested award into other funds available under the SERP. The deferrals are held in a rabbi trust and are invested in funds to match the liabilities of the SERP. The awards are redeemable in

Polaris stock or in cash based upon the occurrence of events not solely within the control of Polaris; therefore, awards probable of vesting, for which the executive has not yet made an election to defer, or awards that have been deferred but have not yet vested and are probable of vesting or have been diversified into other funds, are reported as deferred compensation in the temporary equity section of the consolidated balance sheets. The awards recorded in temporary equity are recognized at fair value as though the reporting date is also the redemption date, with any difference from stock-based compensation recorded in retained earnings. At December 31, 20162019, 105,931133,706 shares are recorded at a fair value of $8,728,00013,598,000 in temporary equity, which includes $8,993,00011,834,000 of compensation cost and $(266,000)1,764,000 of cumulative fair value adjustment recorded through retained earnings.


Note 5.6. Financing Agreement
Debt, capitalThe carrying value of debt, finance lease obligations, and notes payable and the average related interest rates were as follows (in thousands):
 Average interest rate at December 31, 2019 Maturity December 31, 2019 December 31, 2018
Revolving loan facility1.10% July 2023 $75,183
 $187,631
Term loan facility3.05% July 2023 1,000,000
 1,150,000
Senior notes—fixed rate4.60% May 2021 75,000
 75,000
Senior notes—fixed rate3.13% December 2020 100,000
 100,000
Senior notes—fixed rate4.23% July 2028 350,000
 350,000
Finance lease obligations5.18% Various through 2029 16,073
 17,587
Notes payable and other4.23% Various through 2030 81,388
 87,608
Debt issuance costs    (4,135) (5,256)
Total debt, finance lease obligations, and notes payable    $1,693,509
 $1,962,570
Less: current maturities    166,695
 66,543
Total long-term debt, finance lease obligations, and notes payable    $1,526,814
 $1,896,027

 Average interest rate at December 31, 2016 Maturity December 31, 2016 December 31, 2015
Revolving loan facility1.66% May 2021 $172,142
 $225,707
Term loan facility1.98% May 2021 740,000
 
Senior notes—fixed rate3.81% May 2018 25,000
 25,000
Senior notes—fixed rate4.60% May 2021 75,000
 75,000
Senior notes—fixed rate3.13% December 2020 100,000
 100,000
Capital lease obligations5.06% Various through 2029 19,306
 21,874
Notes payable and other3.40% June 2027 13,618
 15,698
Debt issuance costs    (3,156) (1,803)
Total debt, capital lease obligations, and notes payable    $1,141,910
 $461,476
Less: current maturities    3,847
 5,059
Total long-term debt, capital lease obligations, and notes payable    $1,138,063
 $456,417
Bank financing. In August 2011,July 2018, Polaris entered into a $350,000,000amended its unsecured revolving loan facility. In March 2015, Polaris amended the loan facility to increase the facility to $500,000,000$700,000,000 and increase its term loan facility to provide more beneficial covenant$1,180,000,000, of which $1,000,000,000 is outstanding as of December 31, 2019. The expiration date of the facility was extended to July 2023, and interest rate terms. The amended terms also extended the expiration datewill continue to March 2020. Interest isbe charged at rates based on a LIBOR or “prime” base rate. In May 2016, Polaris amended the revolving loan facility to increaseUnder the facility, the Company is required to $600,000,000 and extendmake principal

payments totaling $59,000,000 over the expiration date to May 2021. The amended terms also established a $500,000,000 term loan facility. In November 2016, Polaris amendednext 12 months, which are classified as current maturities in the revolving loan facility to increase the loan facility to $750,000,000, of which $740,000,000 is outstanding as of December 31, 2016.consolidated balance sheets.
In December 2010, the Company entered into a Master Note Purchase Agreement to issue $25,000,000 of unsecured senior notes due May 2018 and $75,000,000 of unsecured senior notes due May 2021 (collectively, the “Senior Notes”). The Senior Notes were issued in May 2011. In December 2013, the Company entered into a First Supplement to Master Note Purchase Agreement, under which the Company issued $100,000,000 of unsecured senior notes due December 2020. In July 2018, the Company entered into a Master Note Purchase Agreement to issue $350,000,000 of unsecured senior notes due July 2028.
The unsecured revolving loan facility and the amended Master Note Purchase Agreement contain covenants that require Polaris to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. Polaris was in compliance with all such covenants as of December 31, 20162019.
A property lease agreement for a manufacturing facility which Polaris began occupying in Opole, Poland commenced in February 2014. The Poland property lease is accounted forDebt issuance costs are recognized as a capital lease.
In January 2015,reduction in the Company announced plans to build a new production facility in Huntsville, Alabama to provide additional capacity and flexibility. Constructioncarrying value of the 725,000 square-foot facility square-foot facilityrelated long-term debt in the consolidated balance sheets and are being amortized to interest expense in the consolidated statements of income over the expected remaining terms of the related debt.
As a component of the Boat Holdings merger agreement, Polaris has committed to make a series of deferred payments to the former owners following the closing date of the merger through July 2030. The original discounted payable was completed duringfor $76,733,000, of which $71,722,000 is outstanding as of December 31, 2019. The outstanding balance is included in long-term debt and current portion of long-term debt in the second quarter of 2016, with start-of-production also occurring during the second quarter. Aconsolidated balance sheets.
The Company has a mortgage note payable agreement of $14,500,000 for land, on which Polaris built the Huntsville, Alabama manufacturing facility in 2016. The original mortgage note payable was for $14,500,000, of which $9,666,000 is building the facility, commencedoutstanding as of December 31, 2019. The outstanding balance is included in February 2015.notes payable and other. The payment of principal and interest for the note payable is forgivable if the Company satisfies certain job commitments over the term of the note. Forgivable loans relatedThe Company has met the required commitments to other Company facilities are also included within notes payable.

date.
The following summarizes activity under Polaris’ credit arrangements (dollars in thousands):
 2019 2018 2017
Total borrowings at December 31$1,600,183
 $1,862,631
 $883,000
Average outstanding borrowings during year$1,911,982
 $1,474,485
 $1,133,641
Maximum outstanding borrowings during year$2,127,940
 $1,999,731
 $1,319,105
Interest rate at December 313.29% 3.64% 2.91%

 2016 2015 2014
Total borrowings at December 31$1,112,142
 $425,707
 $200,000
Average outstanding borrowings during year$638,614
 $403,097
 $361,715
Maximum outstanding borrowings during year$1,234,337
 $523,097
 $500,000
Interest rate at December 312.25% 2.33% 3.77%
Letters of credit. At December 31, 2016,2019, Polaris had open letters of credit totaling $13,368,000.$21,637,000. The amounts are primarily related to inventory purchases and are reduced as the purchases are received.
Dealer financing programs. Certain finance companies, including Polaris Acceptance, an affiliate, and TCF Financial Corporation (see Note 9)10), provide floor plan financing to dealers on the purchase of Polaris products. The amount financed by worldwide dealers under these arrangements at December 31, 2016,2019, was approximately $1,438,845,000.$1,884,131,000. Polaris has agreed to repurchase products repossessed by the finance companies up to an annual maximum of no more than 15 percent of the average month-endmonth end balances outstanding during the prior calendar year.year for Polaris Acceptance, and 100 percent of the balances outstanding for TCF Financial Corporation. At December 31, 2019, the potential aggregate repurchase obligation was approximately $180,557,000 and $221,500,000 for Polaris Acceptance and TCF Financial Corporation, respectively. Polaris’ financial exposure under these arrangements is limited to the difference between the amount paid to the finance companies for repurchases and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements during the periods presented. As a part of its marketing program, Polaris contributes to the cost of dealer financing up to certain limits and subject to certain conditions. Such expenditures are included as an offset to sales in the accompanying consolidated statements of income.


Note 6.7. Goodwill and Other Intangible Assets
ASC Topic 350 prohibits the amortization of goodwill and intangible assets with indefinite useful lives. Topic 350 requires that these assets be reviewed for impairment at least annually. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit, including goodwill, is less than its carrying amount. The Company performed the annual impairment test as of December 31, 2016 and 2015. The results of the impairment test indicated that no goodwill or intangible impairment existed as of the test date. The Company has had no historical impairments of goodwill. In accordance with Topic 350, the Company will continue to complete an impairment analysis on an annual basis or more frequently if an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount occurs. Goodwill and other intangible assets, net of accumulated amortization, for the periods endedas of December 31, 20162019 and 20152018 are as follows (in thousands):

2016 20152019 2018
Goodwill$421,563
 $131,014
$659,937
 $647,077
Other intangible assets, net371,416
 105,103
830,298
 870,517
Total goodwill and other intangible assets, net$792,979
 $236,117
$1,490,235
 $1,517,594

There were no material additions to goodwill and other intangible assets in 2019. Additions to goodwill and other intangible assets in 20162018 primarily relate primarily to the acquisitionsacquisition of TAPBoat Holdings in November 2016 and Taylor-Dunn in March 2016. For these acquisitions, the respectiveJuly 2018. The aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. TAP and Taylor-Dunn’sBoat Holding’s financial results are included in the Company’s consolidated results from the respective datesdate of acquisition. As of December 31, 2016, the purchase price allocations for these acquisitions remain preliminary. For TAP, theThe pro forma financial results and the preliminary purchase price allocation are included in Note 2.3.
The changes in the carrying amount of goodwill for the years ended December 31, 20162019 and 20152018 are as follows (in thousands):
 2019 2018
Balance as of beginning of year$647,077
 $433,374
Goodwill acquired and related adjustments14,157
 218,191
Currency translation effect on foreign goodwill balances(1,297) (4,488)
Balance as of end of year$659,937
 $647,077
 2016 2015
Balance as of beginning of year$131,014
 $123,031
Goodwill from businesses acquired293,390
 17,010
Currency translation effect on foreign goodwill balances(2,841) (9,027)
Balance as of end of year$421,563
 $131,014


For other intangible assets, the changes in the net carrying amount for the years ended December 31, 20162019 and 20152018 are as follows (in thousands):
 2019 2018
 Gross
Amount
 Accumulated
Amortization
 Gross
Amount
 Accumulated
Amortization
Other intangible assets, beginning$964,653
 $(94,136) $423,846
 $(76,634)
Intangible assets acquired during the period1,077
 
 557,390
 
Intangible assets disposed of during the period(7,114) 7,114
 (13,659) 13,659
Amortization expense
 (40,882) 
 (32,927)
Currency translation effect on foreign balances(1,788) 1,374
 (2,924) 1,766
Other intangible assets, ending$956,828
 $(126,530) $964,653
 $(94,136)
 2016 2015
 Gross
Amount
 Accumulated
Amortization
 Gross
Amount
 Accumulated
Amortization
Other intangible assets, beginning$138,831
 $(33,728) $124,093
 $(23,158)
Intangible assets acquired during the period284,000
 
 20,779
 
Amortization expense
 (16,549) 
 (12,136)
Currency translation effect on foreign balances(2,285) 1,147
 (6,041) 1,566
Other intangible assets, ending$420,546
 $(49,130) $138,831
 $(33,728)

The components of other intangible assets were as follows (in thousands):
December 31, 2019Estimated Life
(Years)
 Gross Carrying
Amount
 Accumulated
Amortization
 Net
Non-compete agreements4 $2,630
 $(986) $1,644
Dealer/customer related5-20 499,513
 (116,142) 383,371
Developed technology5-7 12,655
 (9,402) 3,253
Total amortizable  514,798
 (126,530) 388,268
Non-amortizable—brand/trade names  442,030
 
 442,030
Total other intangible assets, net  $956,828
 $(126,530) $830,298
        
December 31, 2018Estimated Life
(Years)
 Gross Carrying
Amount
 Accumulated
Amortization
 Net
Non-compete agreements4 $2,630
 $(329) $2,301
Dealer/customer related5-20 506,401
 (85,614) 420,787
Developed technology5-7 13,323
 (8,193) 5,130
Total amortizable  522,354
 (94,136) 428,218
Non-amortizable—brand/trade names  442,299
 
 442,299
Total other intangible assets, net  $964,653
 $(94,136) $870,517

December 31, 2016Estimated Life
(Years)
 Gross Carrying
Amount
 Accumulated
Amortization
 Net
Non-compete agreements5 $540
 $(485) $55
Dealer/customer related5-10 164,837
 (35,907) 128,930
Developed technology5-7 26,048
 (12,738) 13,310
Total amortizable  191,425
 (49,130) 142,295
Non-amortizable—brand/trade names  229,121
 
 229,121
Total other intangible assets, net  $420,546
 $(49,130) $371,416
        
December 31, 2015Estimated Life
(Years)
 Gross Carrying
Amount
 Accumulated
Amortization
 Net
Non-compete agreements5 $540
 $(401) $139
Dealer/customer related7 67,079
 (24,069) 43,010
Developed technology5-7 19,261
 (9,258) 10,003
Total amortizable  86,880
 (33,728) 53,152
Non-amortizable—brand/trade names  51,951
 
 51,951
Total other intangible assets, net  $138,831
 $(33,728) $105,103
Amortization expense for intangible assets for the year ended December 31, 20162019 and 20152018 was $16,549,000$40,882,000 and $12,136,000.$32,927,000, respectively. Estimated amortization expense for 20172020 through 20212024 is as follows: 20172020, $27,600,00036,056,000; 20182021, $26,000,00033,288,000; 20192022, $24,100,00028,323,000; 20202023, $19,400,00025,791,000; 20212024, $17,200,00025,023,000; and after 20212024, $28,000,000239,787,000. The

preceding expected amortization expense is an estimate and actual amounts could differ due to additional intangible asset acquisitions, changes in foreign currency rates or impairment of intangible assets.


Note 7.8. Income Taxes
The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign-sourced earnings.
The Company has applied the guidance in ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, when accounting for the enactment-date effects of the Tax Act. During the fourth quarter of 2018, the Company elected the period cost method related to the Global Intangible Low-Taxed Income (GILTI) and completed its accounting for the tax effects of the Tax Act which resulted in an immaterial change to the provisional amounts described above.
Polaris’ income from continuing operations before income taxes was generated from its United States and foreign operations as follows (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
United States$344,346
 $344,728
 $264,207
Foreign63,454
 84,521
 54,584
Income before income taxes$407,800
 $429,249
 $318,791
 For the Years Ended December 31,
 2016 2015 2014
United States$262,403
 $640,604
 $666,323
Foreign50,848
 45,133
 32,994
Income from continuing operations before income taxes$313,251
 $685,737
 $699,317


Components of Polaris’ provision for income taxes for continuing operations are as follows (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
Current:     
Federal$46,441
 $39,051
 $41,134
State18,199
 3,759
 7,264
Foreign26,798
 27,539
 22,267
Deferred(7,522) 23,643
 75,634
Total provision for income taxes$83,916
 $93,992
 $146,299
 For the Years Ended December 31,
 2016 2015 2014
Current:     
Federal$103,717
 $211,017
 $255,299
State4,780
 16,609
 20,438
Foreign17,367
 20,733
 21,584
Deferred(25,561) (17,983) (52,033)
Total provision for income taxes for continuing operations$100,303
 $230,376
 $245,288

Reconciliation of the Federal statutory income tax rate to the effective tax rate is as follows:
 For the Years Ended December 31,
 2019 2018 2017
Federal statutory rate21.0 % 21.0 % 35.0 %
State income taxes, net of federal benefit2.3
 1.9
 1.4
Domestic manufacturing deduction(2.1) (1.4) (0.5)
Research and development tax credit(4.0) (3.1) (5.6)
Stock based compensation0.2
 (1.4) (4.4)
Valuation allowance0.5
 0.2
 1.2
Tax Reform impact
 0.4
 17.4
Non-deductible expenses
 
 2.0
Foreign tax rate differential1.7
 1.3
 (0.3)
Other permanent differences1.0
 3.0
 (0.3)
Effective income tax rate for continuing operations20.6 % 21.9 % 45.9 %
 For the Years Ended December 31,
 2016 2015 2014
Federal statutory rate35.0 % 35.0 % 35.0 %
State income taxes, net of federal benefit1.4
 1.5
 1.5
Domestic manufacturing deduction(2.1) (0.8) (1.1)
Research and development tax credit(4.3) (3.1) (1.1)
Valuation allowance for foreign subsidiaries net operating losses
 0.2
 
Non-deductible expenses2.4
 0.4
 0.3
Other permanent differences(0.4) 0.4
 0.5
Effective income tax rate for continuing operations32.0 % 33.6 % 35.1 %
The income tax rate for 2016 was 32.0% as compared with 33.6% and 35.1% in 2015 and 2014, respectively.  The lower income tax rate for 2016, compared with 2015 was primarily due to the decrease in 2016 pretax income, as the beneficial impact of discrete items increases with lower pretax earnings. In December 2015, the President of the United States signed the Consolidated Appropriations Act, 2016, which retroactively reinstated the research and development tax credit for 2015, and also made the research and development tax credit permanent. In addition to the 2015 research and development credits, the Company filed amended returns in 2015 to claim additional credits related to qualified research expenditures incurred in prior years.
Undistributed earnings relating to certain non-U.S. subsidiaries of approximately $155,386,000$188,033,000 and $143,284,000$186,679,000 at December 31, 20162019 and 2015,2018, respectively, are considered to be permanently reinvested; accordingly,reinvested. While these earnings would no provision forlonger be subject to incremental U.S. federal income taxes has been provided thereon. Iftax, if the Company were to actually distribute these earnings, it wouldthey could be subject to both U.S.additional foreign income taxes (subject to an adjustment for foreign tax credits reflecting the amounts paid to non-U.S. taxing authorities) andand/or withholding taxes payable to the non-U.S. countries. Determination of the unrecognized deferred U.S.foreign income tax liability related to these undistributed earnings is not practicable due to the complexities associated with this hypothetical calculation.

Polaris utilizes the liability method of accounting for income taxes whereby deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in the consolidated balance sheet. The Company has early adopted the requirements of ASU No. 2015-17, and applied the amended provisions prospectively. The net deferred income taxes consist of the following (in thousands):
 As of December 31,
 2019 2018
Deferred income taxes:   
Inventories$18,550
 $11,171
Accrued expenses126,593
 105,218
Cost in excess of net assets of businesses acquired(35,203) (22,916)
Property and equipment(88,145) (72,252)
Operating lease assets(26,480) 
Operating lease liabilities27,115
 
Employee compensation and benefits61,441
 56,286
Net operating loss and other loss carryforwards20,079
 13,847
Valuation allowance(14,620) (10,370)
Total net deferred income tax asset$89,330
 $80,984
 December 31,
 2016 2015
Deferred income taxes:   
Inventories$13,252
 $10,047
Accrued expenses152,798
 107,767
Derivative instruments(175) (1,112)
Cost in excess of net assets of business acquired(10,257) (7,956)
Property and equipment(56,240) (28,853)
Compensation payable in common stock73,297
 67,222
Net operating loss carryforwards and impairments13,650
 12,374
Valuation allowance(6,981) (6,684)
Total net deferred income tax asset$179,344
 $152,805

At December 31, 2016,2019, the Company had available unused international and acquired federal net operating loss carryforwards of $42,776,000.$48,061,000. The net operating loss carryforwards will expire at various dates from 20172021 to 2034,2030, with certain jurisdictions having indefinite carryforward terms.
Polaris classified liabilities related to unrecognized tax benefits as long-term income taxes payable in the accompanying consolidated balance sheets in accordance with ASC Topic 740. Polaris recognizes potential interest and penalties related to income tax positions as a component of the provision for income taxes on the consolidated statements of income. Reserves related to potential interest are recorded as a component of long-term income taxes payable. The federal benefit of state taxes and interest related to the reserves is recorded as a component of deferred taxes. The entire balance of unrecognized tax benefits at December 31, 2016,2019, if recognized, would affect the Company’s effective tax rate. The Company does not anticipateanticipates that totalit is reasonably possible that gross unrecognized tax benefits will materially change in the next twelve months.as of December 31, 2019 may decrease by a range of zero to $12,000,000 during 2020, primarily as a result of ongoing U.S. federal examinations. Tax years 20112013 through 20162019 remain open to examination by certain tax jurisdictions to which the Company is subject. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):
 For the Years Ended December 31,
 2019 2018
Balance at January 1,$25,511
 $19,096
Gross increases for tax positions of prior years1,237
 6,586
Gross increases for tax positions of current year3,969
 2,522
Decreases due to settlements and other prior year tax positions(5,629) (2,550)
Decreases for lapse of statute of limitations(752) 
Currency translation effect on foreign balances42
 (143)
Balance at December 31,24,378
 25,511
Reserves related to potential interest and penalties at December 31,3,714
 3,090
Unrecognized tax benefits at December 31,$28,092
 $28,601

 For the Years Ended December 31,
 2016 2015
Balance at January 1,$22,509
 $9,836
Gross increases for tax positions of prior years3,065
 9,683
Gross increases for tax positions of current year4,672
 4,961
Decreases due to settlements and other prior year tax positions(3,424) (178)
Decreases for lapse of statute of limitations(1,782) (1,364)
Currency translation effect on foreign balances(39) (429)
Balance at December 31,25,001
 22,509
Reserves related to potential interest at December 31,1,389
 907
Unrecognized tax benefits at December 31,$26,390
 $23,416


Note 8.9. Shareholders’ Equity
Stock repurchase program. The Polaris Board of Directors has authorized the cumulative repurchase of up to 86,500,00090,460,000 shares of the Company’s common stock. As of December 31, 2016, 7,463,0002019, 3,156,000 shares remain available for repurchases under the Board’s authorization. The Company has made the following share repurchases (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
Total number of shares repurchased and retired95
 3,184
 1,028
Total investment$8,378
 $348,663
 $90,461


  For the Years Ended December 31,
  2016 2015 2014
Total number of shares repurchased and retired 2,908
 2,179
 554
Total investment $245,816
 $293,616
 $81,812
Shareholder rights plan. During 2000, the Polaris Board of Directors adopted a shareholder rights plan. Under the plan, a dividend of preferred stock purchase rights will become exercisable if a person or group should acquire 15 percent or more of the Company’s stock. The dividend will consist of one purchase right for each outstanding share of the Company’s common stock held by shareholders of record on June 1, 2000. The shareholder rights plan was amended and restated in April 2010. The amended and restated rights agreement extended the final expiration date of the rights from May 2010 to April 2020, expanded the definition of “Beneficial Owner” to include certain derivative securities relating to the common stock of the Company and increased the purchase price for the rights from $75 to $125 per share. The Board of Directors may redeem the rights earlier for $0.01 per right.
Stock purchase plan. Polaris maintains an employee stock purchase plan (“Purchase Plan”). A total of 3,000,000 shares of common stock are reserved for this plan. The Purchase Plan permits eligible employees to purchase common stock monthly at 95 percent of the average of the beginning and end of month stock prices. As of December 31, 2016,2019, approximately 1,324,0001,427,000 shares had been purchased under the Purchase Plan.
Dividends. Quarterly and total year cash dividends declared per common share for the year ended December 31, 20162019, 2018, and 20152017 were as follows:
 For the Years Ended December 31,
 2019 2018 2017
Quarterly dividend declared and paid per common share$0.61
 $0.60
 $0.58
Total dividends declared and paid per common share$2.44
 $2.40
 $2.32

  For the Years Ended December 31,
  2016 2015
Quarterly dividend declared and paid per common share $0.55
 $0.53
Total dividends declared and paid per common share $2.20
 $2.12
On January 26, 2017,31, 2020, the Polaris Board of Directors declared a regular cash dividend of $0.58$0.62 per share payable on March 15, 201716, 2020 to holders of record of such shares at the close of business on March 1, 2017.2, 2020.
Net income per share. Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period, including shares earned under The Deferred Compensation Plan for Directors (“Director Plan”), the ESOP and deferred stock units under the 2007 Omnibus Incentive Plan (“Omnibus Plan”). Diluted earnings per share is computed under the treasury stock method and is calculated to compute the dilutive effect of outstanding stock options issued under the Option Plan and certain shares issued under the Omnibus Plan. A reconciliation of these amounts is as follows (in thousands):
 For the Years Ended December 31,
 2019 2018 2017
Weighted average number of common shares outstanding61,109 62,236 62,668
Director Plan and deferred stock units207 177 157
ESOP121 100 91
Common shares outstanding—basic61,437 62,513 62,916
Dilutive effect of restricted stock awards581 679 384
Dilutive effect of stock option awards274 757 880
Common and potential common shares outstanding—diluted62,292 63,949 64,180

 For the Years Ended December 31,
 2016 2015 2014
Weighted average number of common shares outstanding64,033 65,719 65,904
Director Plan and deferred stock units162 210 196
ESOP101 91 75
Common shares outstanding—basic64,296 66,020 66,175
Dilutive effect of restricted stock awards150 255 359
Dilutive effect of stock option awards712 1,209 1,695
Common and potential common shares outstanding—diluted65,158 67,484 68,229
During 2016, 20152019, 2018 and 2014,2017, the number of options that could potentially dilute earnings per share on a fully diluted basis that were not included in the computation of diluted earningsincome per share because to do sothe option price was greater than the market price, and therefore, the effect would have been anti-dilutive, were 2,463,000was 3,846,000, 1,001,0001,723,000 and 581,000,2,768,000, respectively.

Accumulated other comprehensive loss. Changes in the accumulated other comprehensive loss balance is as follows (in thousands):
 Foreign Currency Translation Cash Flow Hedging Derivatives Retirement Plan and Other Activity Accumulated Other Comprehensive Loss
Balance as of December 31, 2018$(60,504) $423
 (2,892) $(62,973)
Reclassification to the income statement
 (3,219) 250
 (2,969)
Reclassification to retained earnings
 
 (668) (668)
Change in fair value(2,792) (3,318) 
 (6,110)
Balance as of December 31, 2019$(63,296) $(6,114) $(3,310) $(72,720)

 Foreign
Currency
Items
 Cash Flow
Hedging Derivatives
 Accumulated Other
Comprehensive
Loss
Balance as of December 31, 2015$(64,360) $1,868
 $(62,492)
Reclassification to the income statement
 4,643
 4,643
Change in fair value(19,773) (6,215) (25,988)
Balance as of December 31, 2016$(84,133) $296
 $(83,837)
The table below provides data about the amount of gains and losses, net of tax, reclassified from accumulated other comprehensive loss into the income statement for cash flow derivatives designated as hedging instruments and for actuarial losses related to retirement benefit plans the yearyears ended December 31, 20162019 and 20152018 (in thousands):

Derivatives in Cash Flow Hedging Relationships and Other ActivityLocation of Gain (Loss) Reclassified from Accumulated OCI into Income For the Years Ended December 31,
 2019 2018
Foreign currency contractsOther expense, net $3,198
 $9,378
Foreign currency contractsCost of sales 920
 686
Interest rate contractsInterest expense (899) (158)
Retirement plan activityOperating expenses (250) (261)
Total $2,969
 $9,645

Derivatives in Cash
Flow Hedging Relationships
Location of Gain (Loss)
Reclassified from
Accumulated OCI
into Income
 For the Years Ended December 31,
 2016 2015
Foreign currency contractsOther expense, net $1,325
 $(8,399)
Foreign currency contractsCost of sales 3,318
 4,549
Total  $4,643
 $(3,850)
The net amount of the existing gains or losses at December 31, 20162019 that is expected to be reclassified into the income statement within the next 12 months is expected to not be material. See Note 1214 for further information regarding Polaris’ derivative activities.


Note 9.10. Financial Services Arrangements
Polaris Acceptance, a joint venture between Polaris and Wells Fargo Commercial Distribution Finance Corporation, a direct subsidiary of Wells Fargo Bank, N.A. (“Wells Fargo”), which is supported by a partnership agreement between their respective wholly owned subsidiaries, finances substantially all of Polaris’ United States sales of snowmobiles, ORVs, motorcycles, and related PG&A, whereby Polaris receives payment within a few days of shipment of the product. On March 1, 2016, Wells Fargo announced that it completed the purchase of the North American portion of GE Capital’s Commercial Distribution Finance (GECDF) business, including GECDF’s ownership interests in Polaris Acceptance. Effective March 1, 2016, GECDF adopted the tradename Wells Fargo Commercial Distribution Finance.
Polaris’ subsidiary has a 50 percent equity interest in Polaris Acceptance. Polaris Acceptance sells a majority of its receivable portfolio to a securitization facility (the “Securitization Facility”) arranged by Wells Fargo. The sale of receivables from Polaris Acceptance to the Securitization Facility is accounted for in Polaris Acceptance’s financial statements as a “true-sale” under Accounting Standards Codification Topic 860. Polaris’ allocable share of the income of Polaris Acceptance has been included as a component of income from financial services in the accompanying consolidated statements of income. The partnership agreement, as amended and extended in August 2019, is effective through February 2022.2027.
Polaris’ total investment in Polaris Acceptance of $94,009,000$110,641,000 at December 31, 20162019 is accounted for under the equity method, and is recorded in investment in finance affiliate in the accompanying consolidated balance sheets. At December 31, 20162019, the outstanding amount of net receivables financed for dealers under this arrangement was $1,206,641,000,$1,423,428,000, which included $479,944,000$687,646,000 in the Polaris Acceptance portfolio and $726,697,000735,782,000 of receivables within the Securitization Facility (“Securitized Receivables”).
Polaris has agreed to repurchase products repossessed by Polaris Acceptance up to an annual maximum of 15 percent of the aggregate average month-end outstanding Polaris Acceptance receivables and Securitized Receivables during the prior calendar year. For calendar year 2016,2019, the potential 15 percent aggregate repurchase obligation was approximately $182,814,000.$180,557,000. Polaris’ financial exposure under this arrangement is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement during the periods presented.

Summarized financial information for Polaris Acceptance reflecting the effects of the Securitization Facility is presented as follows (in thousands):
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
Revenues$66,414
 $63,548
 $40,968
$79,276
 $72,093
 $61,645
Interest and operating expenses6,182
 4,738
 3,678
14,337
 11,832
 7,590
Net income$60,232
 $58,810
 $37,290
$64,939
 $60,261
 $54,055

 
 As of December 31,
 2019 2018
Finance receivables, net$687,646
 $573,669
Other assets105
 102
Total Assets$687,751
 $573,771
Notes payable$463,055
 $386,438
Other liabilities3,414
 3,215
Partners’ capital221,282
 184,118
Total Liabilities and Partners’ Capital$687,751
 $573,771

 As of December 31,
 2016 2015
Finance receivables, net$479,944
 $472,029
Other assets200
 124
Total Assets$480,144
 $472,153
Notes payable$288,275
 $269,881
Other liabilities3,851
 4,126
Partners’ capital188,018
 198,146
Total Liabilities and Partners’ Capital$480,144
 $472,153
A subsidiary of TCF Financial Corporation (“TCF”) finances a portion of Polaris’ United States sales of boats whereby Polaris receives payment within a few days of shipment of the product. Polaris has agreed to repurchase products repossessed by TCF up to a maximum of 100 percent of the aggregate outstanding TCF receivables balance. At December 31, 2019, the potential aggregate repurchase obligation was approximately $221,500,000. Polaris’ financial exposure under this arrangement is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under this agreement during the periods presented.
Polaris has agreements with Performance Finance, Sheffield Financial and Synchrony Bank, under which these financial institutions provide financing to end consumers of Polaris products. Polaris’ income generated from these agreements has been included as a component of income from financial services in the accompanying consolidated statements of income.
Polaris also administers and provides extended service contracts to consumers and certain insurance contracts to dealers and consumers through various third-party suppliers. Polaris finances its self-insured risks related to extended service contracts, but does not retain any insurance or financial risk under any of the other arrangements. Polaris’ service fee income generated from these arrangements has been included as a component of income from financial services in the accompanying consolidated statements of income.


Note 10.11. Investment in Other Affiliates
The Company has certain investments in nonmarketable securities of strategic companies. AsThe Company had $0 and $6,133,000 of such investments as of December 31, 20162019 and 2015, these investments are primarily comprised of investments in Eicher-Polaris Private Limited (EPPL) and Brammo, Inc. (“Brammo”), and2018, respectively, which are recorded as componentsa component of other long-term assets in the accompanying consolidated balance sheets.
EPPL isDuring 2018, the Company had an investment in Eicher-Polaris Private Limited (“EPPL”) a joint venture established in 2012 with Eicher Motors Limited (“Eicher”). Polaris and Eicher each control 50 percent of the joint venture, which is intended to design, develop and manufacture a full range of new vehicles for India and other emerging markets. However, during the first quarter of 2018, the Board of Directors of EPPL approved a shut down of the operations of the EPPL joint venture. As a result of the closure, the Company recognized $27,048,000 of costs, including impairment, associated with the wind-down of EPPL for the year ended December 31, 2018. No such costs were recorded in 2019. The investment in EPPL is accounted for under the equity method, with Polaris’ proportionate share of income or loss recorded within the consolidated financial statements on a one month lag due to financial information not being available timely. Aswas fully impaired as of December 31, 20162019 and 2015, the carrying value of the Company’s investment in EPPL was $20,182,000 and $18,884,000, respectively. Through December 31, 2016, Polaris has invested $43,321,000 in the joint venture. Polaris’ share of EPPL loss for the years ended December 31, 2016 and 2015 was $7,175,000 and $6,802,000, respectively, and is included in equity in loss of other affiliates on the consolidated statements of income.2018.
Brammo is a privately held designer and developer of electric vehicles, which Polaris has invested in since 2011. The investment in Brammo is accounted for under the cost method. Brammo is in the early stages of designing, developing, and selling electric vehicle powertrains. As such, a risk exists that Brammo may not be able to secure sufficient financing to reach viability through cash flow from operations. In January 2015, Polaris acquired the electric motorcycle business from Brammo. Brammo will continue to be a designer and developer of electric vehicle powertrains.
Polaris will impair or write offCompany impairs an investment and recognize a loss if and when events or circumstances indicate there is impairment in the investment that is other-than-temporary. When necessary, Polaris evaluates investments in nonmarketable securities for impairment, utilizing level 3 fair value inputs. During 2014, PolarisAs a result of the Victory® Motorcycles wind down, the Company recognized an impairment of substantially all of its cost-method investment in Brammo, Inc. in the first quarter of 2017. The impairment was recorded an immaterial

impairment expense within other expense, (income), net in the consolidated statements of income, and reduced the Brammo investment. There were no impairments recorded during 2015 or 2016See Note 16 for additional discussion related to these investments.charges incurred related to the Victory Motorcycles wind down.
In October 2017, an agreement was signed to sell the assets of Brammo, Inc. to a third party. The sale was completed in the fourth quarter of 2017, and as a result of the sale, Polaris recorded a gain, which is included in Other (income) expense, net on the 2017 consolidated statements of income. During the first quarter of 2018, Polaris received additional distributions from Brammo and recognized a gain of $13,478,000, which is included in Other (income) expense on the consolidated statements of income.


Note 12. Leases
The Company leases certain manufacturing facilities, retail stores, warehouses, distribution centers, office space, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. As most of the Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years years or more. Such options are included in the lease term when it is reasonably certain that the option will be exercised. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain lease agreements include rental payments that are variable based on usage or are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Information on the Company’s leases is summarized as follows (in thousands):

 Classification December 31, 2019
Assets   
Operating lease assetsOperating lease assets $110,153
Finance lease assets
Property and equipment, net (1)
 12,721
Total leased assets  $122,874
Liabilities   
Current   
Operating lease liabilitiesCurrent operating lease liabilities $34,904
Finance lease liabilitiesCurrent portion of debt, finance lease obligations and notes payable 1,259
Long-term   
Operating lease liabilitiesLong-term operating lease liabilities 77,926
Finance lease liabilitiesFinance lease obligations 14,814
Total lease liabilities  $128,903

(1) Finance lease assets are recorded net of accumulated amortization of $7,757,000 as of December 31, 2019.
Lease CostClassification For the Year Ended December 31, 2019
Operating lease cost (1)
Operating expenses and cost of sales $42,477
Finance lease cost   
Amortization of leased assetsOperating expenses and cost of sales 1,486
Interest on lease liabilitiesInterest expense 875
Sublease incomeOther (income) expense, net (2,382)
Total lease cost  $42,456

(1) Includes short-term leases and variable lease costs, which are immaterial.

Maturity of Lease Liabilities 
Operating Leases (1)
 Finance Leases Total
2020 $38,095
 $2,119
 $40,214
2021 28,004
 2,107
 30,111
2022 19,289
 2,070
 21,359
2023 13,960
 2,070
 16,030
2024 8,913
 2,085
 10,998
Thereafter 12,967
 9,940
 22,907
Total lease payments $121,228
 $20,391
 $141,619
Less: interest 8,398
 4,318
  
Present value of lease payments $112,830
 $16,073
  

(1) Operating lease payments include $3,429,000 related to options to extend lease terms that are reasonably certain of being exercised.
Leases that the Company has signed but have not yet commenced are immaterial.
Lease Term and Discount RateDecember 31, 2019
Weighted-average remaining lease term (years)
Operating leases4.47
Finance leases9.48
Weighted-average discount rate
Operating leases3.29%
Finance leases5.18%


Other Information For the Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flows from operating leases $42,687
Operating cash flows from finance leases 858
Financing cash flows from finance leases 1,254
Leased assets obtained in exchange for new operating lease liabilities 28,773



Note 11.13. Commitments and Contingencies
Product liability. PolarisThe Company is subject to product liability claims in the normal course of business. In 2012, Polaris purchasedThe Company carries excess insurance coverage for catastrophic product liability claims for incidents occurring after the policy date. Polarisclaims. The Company self-insures product liability claims before the policy date and up to the purchased catastrophic insurance coverage after the policy date. The estimated costs resulting from any losses are charged to operating expenses when it is probable a loss has been incurred and the amount of the loss is reasonably determinable.estimable. The Company utilizes historical trends and actuarial analysis, tools, along with an analysis of current claims, to assist in determining the appropriate loss reserve levels. At December 31, 2016,2019 and 2018, the Company had an accrual of $45,075,000$56,961,000 and $52,801,000, respectively, for the probable payment of pending and expected claims related to continuing operations product liability litigationmatters associated with Polaris products. This accrual is included as a component of other accrued expenses in the accompanying consolidated balance sheets.
Litigation. PolarisThe Company is a defendant in lawsuits and subject to other claims arising in the normal course of business. business, including matters related to intellectual property, commercial matters, product liability claims, and putative class action lawsuits. As of December 31, 2019, the Company is party to three putative class actions pending against the Company in the United States. Two class actions allege that certain Polaris products caused economic losses resulting from unresolved fire hazards and excessive heat hazards. The third class action alleges that the Company violated various California consumer protection laws. The Company is unable to provide an evaluation of the likelihood that a loss will be incurred or an estimate of the range of possible loss.
In the opinion of management, it is unlikely that any legal proceedings pending against or involving Polaristhe Company will have a material adverse effect on Polaris’the Company’s financial position, or results of operations.
Contingent purchase price. Asoperations, or cash flows. However, in many of these matters, it is inherently difficult to determine whether a component of certain past acquisition agreements, Polaris has committedloss is probable or reasonably possible or to make additional payments to certain sellers contingent upon eitherestimate the passage of timesize or certain financial performance criteria. Polaris initially records the fair value of each commitment asrange of the respective opening balance sheet,possible loss given the variety and eachpotential outcomes of actual and potential claims, the uncertainty of future rulings, the behavior or incentives of adverse parties, and other factors outside of the control of the Company. Accordingly, the Company’s loss reserve may change from time to time, and actual losses could exceed the amounts accrued by an amount that could be material to the Company’s consolidated financial position, results of operations, or cash flows in any particular reporting period the fair value is evaluated, using level 3 inputs, with the change in value reflected in the consolidated statements of income. As of December 31, 2016 and 2015 the fair value of contingent purchase price commitments are immaterial.period.
Leases. PolarisThe Company leases buildings and equipment under non-cancelable operating leases. Total rent expense under all operating lease agreements was $22,534,000, $16,823,000$42,477,000, $38,179,000 and $13,734,000$36,537,000 for 2016, 20152019, 2018 and 2014,2017, respectively.
A property lease agreement signed in 2013 for a manufacturing facility which Polaris began occupying in Opole, Poland commenced in February 2014. The Poland property lease is accounted for as a capital lease.
Future minimum annual lease payments under capital and operating leases with noncancelable terms in excess of one year as of December 31, 2016, are as follows (in thousands):
 Capital
Leases
 Operating
Leases
2017$2,852
 $30,924
20182,250
 23,437
20192,080
 20,147
20201,995
 14,785
20211,925
 10,225
Thereafter14,938
 13,111
Total future minimum lease obligation$26,040
 $112,629


Note 12.14. Derivative Instruments and Hedging Activities
The Company is exposed to certain risks relating to its ongoing business operations. From time to time, theThe primary risks managed by using derivative instruments are foreign currency risk and interest rate risk and commodity price fluctuations.risk. Derivative contracts on various currencies are entered into in order to manage foreign currency exposures associated with certain product sourcing activities and intercompany cash flows. Interest rate swaps are occasionally entered into in order to maintain a balanced risk of fixed and floating interest rates associated with the Company’s long-term debt. Commodity hedging contracts are occasionally entered into in order to manage fluctuating market prices of certain purchased commodities and raw materials that are integrated into the Company’s end products.
The Company’s foreign currency management objective is to mitigate the potential impact of currency fluctuations on the value of its U.S. dollar cash flows and to reduce the variability of certain cash flows at the subsidiary level. The Company actively manages certain forecasted foreign currency exposures and uses a centralized currency management operation to take advantage of potential opportunities to naturally offset foreign currency exposures against each other.

The decision of whether and when to execute derivative instruments, along with the duration of the instrument, can vary from period to period depending on market conditions, the relative costs of the instruments and capacity to hedge. The duration is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. Polaris does not use any financial contracts for trading purposes.
At December 31, 2016,2019 and 2018, Polaris had the following open foreign currency contracts (in thousands):
  December 31, 2019 December 31, 2018
Foreign Currency 
Notional Amounts
(in U.S. dollars)
 
Net Unrealized
Gain (Loss)
 
Notional Amounts
(in U.S. dollars)
 
Net Unrealized
Gain (Loss)
Australian Dollar $15,971
 $(86) 
 
Canadian Dollar 101,397
 (1,069) $55,133
 $2,564
Mexican Peso 16,986
 1,079
 19,222
 564
Total $134,354
 $(76) $74,355
 $3,128
Foreign Currency 
Notional Amounts
(in U.S. dollars)
 Net Unrealized Gain (Loss)
Australian Dollar $22,498
 $771
Canadian Dollar 65,154
 1,357
Japanese Yen 1,371
 (57)
Mexican Peso 17,942
 (1,773)
Total $106,965
 $298

These contracts, with maturities through December 31, 2017,2020, met the criteria for cash flow hedges, and are recorded in other current assets or other current liabilities on the consolidated balance sheet. The unrealized gains or losses, after tax, are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.
Polaris occasionallyThe Company enters into derivative contractsinterest rate swap transactions to hedge the variable interest rate payments for the term loan facility. In connection with these transactions, the Company pays interest based upon a portion offixed rate and receives variable rate interest payments based on the exposure related to diesel fuel and aluminum. As ofone-month LIBOR.
At December 31, 2016, there were no outstanding commodity derivative2019 and 2018, Polaris had the following open interest rate swap contracts in place. As of December 31, 2015, diesel fuel and aluminum derivative(in thousands):
    December 31, 2019 December 31, 2018
Effective Date Termination Date Notional Amounts Net Unrealized Gain (Loss) Notional Amounts Net Unrealized Gain (Loss)
May 2, 2018 May 4, 2021 $25,000
 $(67) $25,000
 $397
September 28, 2018 September 30, 2019 
 
 250,000
 (163)
September 30, 2019 September 30, 2023 150,000
 (7,696) 150,000
 (2,899)
May 3, 2019 May 3, 2020 100,000
 (237) 
 
Total $275,000
 $(8,000) $425,000
 $(2,665)

These contracts, did not meetwith maturities through September 2023, met the criteria for hedge accounting.cash flow hedges, and are recorded in other current assets or other current liabilities on the consolidated balance sheet. Assets and liabilities are offset in the consolidated balance sheet if the right of offset exists. The unrealized gains or losses, after tax, are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.

The table below summarizes the carrying values of derivative instruments as of December 31, 20162019 and 20152018 (in thousands):
Carrying Values of Derivative Instruments as of December 31, 2016Carrying Values of Derivative Instruments as of December 31, 2019
Fair Value—
Assets
 
Fair Value—
(Liabilities)
 
Derivative Net
Carrying Value
Fair Value—
Assets
 
Fair Value—
(Liabilities)
 
Derivative Net
Carrying Value
Derivatives designated as hedging instruments          
Foreign exchange contracts(1)$2,128
 $(1,830) $298
$1,079
 $(1,155) $(76)
Interest rate contracts
 (8,000) (8,000)
Total derivatives designated as hedging instruments$2,128
 $(1,830) $298
$1,079
 $(9,155) $(8,076)
Total derivatives$2,128
 $(1,830) $298
 Carrying Values of Derivative Instruments as of December 31, 2015
 
Fair Value—
Assets
 
Fair Value—
(Liabilities)
 
Derivative Net
Carrying Value
Derivatives designated as hedging instruments     
Foreign exchange contracts(1)$5,218
 $(2,451) $2,767
Interest rate swap contracts(1)186
 
 186
Total derivatives designated as hedging instruments$5,404
 $(2,451) $2,953
Commodity contracts(1)
 $(354) $(354)
Total derivatives not designated as hedging instruments

$(354) $(354)
Total derivatives$5,404
 $(2,805) $2,599
 Carrying Values of Derivative Instruments as of December 31, 2018
 
Fair Value—
Assets
 
Fair Value—
(Liabilities)
 
Derivative Net
Carrying Value
Derivatives designated as hedging instruments     
Foreign exchange contracts$3,128
 
 $3,128
Interest rate contracts
 $(2,665) (2,665)
Total derivatives designated as hedging instruments$3,128
 $(2,665) $463
(1)
Assets are included in prepaid expenses and other and liabilities are included in other accrued expenses on the accompanying consolidated balance sheets.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into the income statement in the same period or periods during which the hedged transaction affects the income statement. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in the current income statement.

The amount of gains (losses), net of tax, related to the effective portion of derivative instruments designated as cash flow hedges included in accumulated other comprehensive loss for the years ended December 31, 20162019 and 20152018 was $(1,572,000)$(6,537,000) and $3,320,000,$457,000, respectively.
See Note 89 for information about the amount of gains and losses, net of tax, reclassified from accumulated other comprehensive income loss into the income statement for derivative instruments designated as hedging instruments. The ineffective portion of foreign currency contracts was not material for the years ended December 31, 20162019 and 2015.2018.
The Company recognized a loss of $121,000 and $2,994,000 in cost of sales on commodity contracts not designated as hedging instruments in 2016 and 2015, respectively.


Note 13.15. Segment Reporting
The Company’s reportable segments are based on the Company’s method of internal reporting, which generally segregates the operating segments by product line, inclusive of wholegoods and PG&A. The internal reporting of these operating segments is defined based, in part, on the reporting and review process used by the Company’s Chief Executive Officer. The Company has five6 operating segments: 1) ORV, 2) Snowmobiles, 3) Motorcycles, 4) Global Adjacent Markets, 5) Aftermarket, and 5) Other,6) Boats, and four5 reportable segments: 1) ORV/Snowmobiles, 2) Motorcycles, 3) Global Adjacent Markets, 4) Aftermarket, and 4) Other.5) Boats.
Through June 30, 2018, the Company reported under four segments for segment reporting. However, during the third quarter ended September 30, 2018, as a result of the Boat Holdings acquisition, the Company established a new reporting segment, Boats.
The ORV/Snowmobiles segment includes the aggregated results of ourthe ORV and Snowmobiles operating segments. The Motorcycles, Global Adjacent Markets, Aftermarket, and OtherBoats segments include the results for those respective operating segments. Other includes our November 2016 acquisition of TAP. The Corporate amounts include costs that are not allocated to individual segments, which include incentive-based compensation and other unallocated manufacturing costs. Additionally, given the commonality of customers, manufacturing and asset management, the Company does not maintain separate balance sheets for each segment. Accordingly, the segment information presented below is limited to sales and gross profit data.
 For the Years Ended December 31,
($ in thousands) 
2016 2015 2014
Sales     
ORV/Snowmobiles$3,357,496
 $3,708,933
 $3,741,154
Motorcycles708,497
 698,257
 418,546
Global Adjacent Markets341,937
 312,100
 319,948
Other108,699
 
 
Total sales4,516,629
 4,719,290
 4,479,648
Gross profit     
   ORV/Snowmobiles930,181
 1,190,630
 1,206,553
   Motorcycles91,401
 97,261
 54,427
   Global Adjacent Markets95,149
 84,211
 88,797
   Other19,842
 
 
   Corporate(30,950) (33,060) (30,599)
Total gross profit$1,105,623
 $1,339,042
 $1,319,178


Sales to external customers based on the location of the customer and property and equipment, net, by geography are presented in the tables belowdata (in thousands):
 For the Years Ended December 31,
 2016 2015 2014
United States$3,557,228
 $3,688,980
 $3,339,905
Canada307,094
 378,725
 454,608
Other foreign countries652,307
 651,585
 685,135
Consolidated sales$4,516,629
 $4,719,290
 $4,479,648

 For the Years Ended December 31,
 2019 2018 2017
Sales     
ORV/Snowmobiles$4,209,063
 $3,919,417
 $3,570,753
Motorcycles584,096
 545,646
 576,068
Global Adjacent Markets461,255
 444,644
 396,764
Aftermarket906,751
 889,177
 884,892
Boats621,353
 279,656
 
Total sales$6,782,518
 $6,078,540
 $5,428,477
Gross profit     
   ORV/Snowmobiles1,204,288
 1,113,908
 1,054,557
   Motorcycles44,065
 63,045
 16,697
   Global Adjacent Markets129,939
 116,583
 94,920
   Aftermarket222,712
 234,365
 225,498
Boats124,613
 46,252
 
   Corporate(76,835) (72,953) (67,021)
Total gross profit$1,648,782
 $1,501,200
 $1,324,651

 As of December 31,
 2016 2015
United States$637,632
 $548,410
Other foreign countries89,964
 102,268
Consolidated property and equipment, net$727,596
 $650,678


Note 14. Subsequent Event16. Victory Motorcycles Wind Down
OnIn January 9, 2017, ourthe Company’s Board of Directors approved a strategic plan to wind down the Victory Motorcycles brand. The Company expectsbegan wind down activities during the first quarter of 2017. As a result of the activities, the Company recognized total pretax charges of $5,063,000 and $59,792,000 for the years ended December 31, 2018 and 2017, respectively, that are within the scope of ASC 420, Exit or Disposal Cost Obligations (ASC 420). There were no such charges recognized in 2019. These totals exclude the positive pretax impact of $2,680,000 and the negative pretax impact of $21,184,000 incurred for other wind-down activities for the years ended December 31, 2018 and 2017, respectively, as well as the pretax impact of a $3,570,000 gain in 2017 resulting from the sale of a cost method investment that was previously impaired. The total impact of wind down activities in 2018 was $2,383,000, inclusive of promotional activity. The total impact of wind down activities in 2017 was $77,406,000, inclusive of promotional activity and a gain resulting from the sale of Brammo. All costs related to commencewind-down activities were recognized by the end of 2018.
As a result of the wind down activities, the Company has incurred expenses within the scope of ASC 420 consisting of dealer termination, supplier termination, dealer litigation, employee separation, asset impairment charges, including the impairment of a cost method investment, inventory write-down charges and explore disposition optionsother costs. The wind down expenses have been included as components of cost of sales, selling and administrative expenses, general and administrative expenses or other expense (income), net, in the consolidated statements of income. Charges related to the wind down plan for the years ended December 31, 2018 and 2017 within the scope of ASC 420 were as follows (in thousands):
 For the years ended December 31,
 2018 2017
Contract termination charges$3,433
 $21,632
Asset impairment charges
 18,760
Inventory charges
 10,169
Other costs1,630
 9,231
Total$5,063
 $59,792

Total reserves related assetsto the Victory Motorcycles wind down activities were $2,697,000 and $5,645,000 as of December 31, 2018 and 2017, respectively. Wind down activities in 2019 and the reserve balance at December 31, 2019 were immaterial. These reserves are included in other accrued expenses and inventory in the near future. The Company estimatesconsolidated balance sheets. Changes to the total costs to wind downreserves during the brand could be in a range of $50,000,000 to $70,000,000 in 2017.years ended December 31, 2018 and 2017 were as follows (in thousands):

 Contract termination charges Inventory charges Other costs Total
Reserves balance as of January 1, 2017
 
 
 
Expenses$21,632
 $10,169
 $9,231
 $41,032
Cash payments / scrapped inventory(18,445) (9,392) (7,550) (35,387)
Reserves balance as of December 31, 2017$3,187
 $777
 $1,681
 $5,645
Expenses3,433
 
 1,630
 5,063
Cash payments / scrapped inventory(5,155) (399) (2,457) (8,011)
Reserves balance as of December 31, 2018$1,465
 $378
 $854
 $2,697


Note 15.17. Quarterly Financial Data (unaudited)
 Sales Gross profit Net income attributable to Polaris Inc. Diluted net income per share attributable to Polaris Inc. common shareholders
 (In thousands, except per share data)
2019       
First Quarter$1,495,690
 $352,448
 $48,378
 $0.78
Second Quarter1,779,315
 436,448
 88,263
 1.42
Third Quarter1,771,647
 436,542
 88,388
 1.42
Fourth Quarter1,735,866
 423,344
 98,931
 1.58
Year$6,782,518
��$1,648,782
 $323,960
 $5.20
 
 
 
 
2018       
First Quarter$1,297,473
 $323,481
 $55,714
 $0.85
Second Quarter1,502,532
 385,176
 92,540
 1.43
Third Quarter1,651,415
 401,270
 95,529
 1.50
Fourth Quarter1,627,120
 391,273
 91,474
 1.47
Year$6,078,540
 $1,501,200
 $335,257
 $5.24

 Sales Gross profit Net income Diluted net income per share
 (In thousands, except per share data)
2016       
First Quarter$982,996
 $247,578
 $46,889
 $0.71
Second Quarter1,130,777
 284,503
 71,166
 1.09
Third Quarter1,185,067
 260,770
 32,312
 0.50
Fourth Quarter1,217,789
 312,772
 62,581
 0.97
Totals$4,516,629
 $1,105,623
 $212,948
 $3.27
2015       
First Quarter$1,033,345
 $293,731
 $88,563
 $1.30
Second Quarter1,124,327
 319,414
 100,943
 1.49
Third Quarter1,456,000
 415,623
 155,173
 2.30
Fourth Quarter1,105,618
 310,274
 110,682
 1.66
Totals$4,719,290
 $1,339,042
 $455,361
 $6.75


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.


Item 9A. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and its Executive Vice President—Finance and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Executive Vice President—Finance and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective to ensure that information required to be

disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to the Company’s management including its Chief Executive Officer and Executive Vice President—Finance and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. No changes have occurred during the period covered by this report or since the evaluation date that would have a material effect on the disclosure controls and procedures.
The Company’s internal control report is included in this report after Item 8, under the caption “Management’s Report on Company’s Internal Control over Financial Reporting.”


Item 9B. Other Information
Not applicable.


PART III


Item 10. Directors, Executive Officers and Corporate Governance
The sections entitled “Proposal 1 – Election of Directors—Information Concerning Nominees and Directors,” “Corporate Governance—Committees of the Board and Meetings—Audit Committee,”Meetings” and “Corporate Governance—Code of Business Conduct and Ethics” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Polaris definitive Proxy Statement to be filed on or about March 10, 201713, 2020 (the “2017“2020 Proxy Statement”), are incorporated herein by reference. See also Item 1 “Executive Officers of the Registrant” on page 10 in Part I hereof.


Item 11. Executive Compensation
The sections entitled “Corporate Governance—“Director Compensation, Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation”Compensation,” “Potential Payments Upon Termination or Change-In-Control,” and “Director Compensation”“Pay Ratio Disclosure” in the Company’s 20172020 Proxy Statement are incorporated herein by reference.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The sections entitled “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 20172020 Proxy Statement are incorporated herein by reference.


Item 13. Certain Relationships and Related Transactions, and Director Independence
The sections entitled “Corporate Governance—Corporate Governance Guidelines and Independence” and “Corporate Governance—Certain Relationships and Related Transactions” in the Company’s 20172020 Proxy Statement are incorporated herein by reference.


Item 14. Principal Accounting Fees and Services
The section entitled “Fees Paid to Independent Registered Public Accounting Firm” in the Company’s 20172020 Proxy Statement is incorporated herein by reference.

PART IV


Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements
The financial statements listed in the Index to Financial Statements on page 3538 are included in Part II of this Form 10-K.
(2) Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts is included on page 6977 of this report.
All other supplemental financial statement schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits
The Exhibits to this report are listed in the Exhibit Index to Annual Report on Form 10-K on pages 7078 to 73.81.
A copy of any of these Exhibits will be furnished at a reasonable cost to any person who was a shareholder of the Company as of February 16, 2017,13, 2020, upon receipt from any such person of a written request for any such exhibit. Such request should be sent to Polaris Industries Inc., 2100 Highway 55, Medina, Minnesota 55340, Attention: Investor Relations.
(b) Exhibits
Included in Item 15(a)(3) above.
(c) Financial Statement Schedules
Included in Item 15(a)(2) above.

Item 16. Form 10-K Summary
None.



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 16, 2017.13, 2020.
POLARIS INDUSTRIES INC.
By: 
/S/    SCOTT W. WINE        
 
  Scott W. Wine
  Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
   
/S/    SCOTT W. WINE        
 
Chairman and Chief Executive Officer
(Principal Executive Officer)
February 16, 201713, 2020
Scott W. Wine 
   
/S/    MICHAEL T. SPEETZEN        
 
Executive Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)February 16, 201713, 2020
Michael T. Speetzen 
   
DirectorFebruary 13, 2020
George W. Bilicic
*
DirectorFebruary 16, 201713, 2020
Annette K. Clayton  
   
*
DirectorFebruary 16, 201713, 2020
Kevin M. Farr  
   
*
DirectorFebruary 16, 201713, 2020
Gary E. Hendrickson  
   
*
DirectorFebruary 16, 201713, 2020
Gwenne A. Henricks  
   
*DirectorFebruary 16, 201713, 2020
Bernd F. Kessler  
   
*
 
DirectorFebruary 16, 201713, 2020
Lawrence D. Kingsley  
   
*DirectorFebruary 13, 2020
Gwynne E. Shotwell
*Lead DirectorFebruary 16, 201713, 2020
John P. Wiehoff  
   
*By:
/s/    SCOTT W. WINE        
 
 February 16, 201713, 2020
 (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.


POLARIS INDUSTRIES INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful AccountsBalance 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)   
2014: Deducted from asset accounts—Allowance for doubtful accounts receivable$5,895
 $2,347
 $265
 $(1,083) $7,424
2015: Deducted from asset accounts—Allowance for doubtful accounts receivable$7,424
 $2,169
 $59
 $(1,008) $8,644
2016: Deducted from asset accounts—Allowance for doubtful accounts receivable$8,644
 $7,085
 $4,644
 $(934) $19,439
Allowance for Doubtful AccountsBalance 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)   
2017: Deducted from asset accounts—Allowance for doubtful accounts receivable$19,439
 $(965) $
 $(7,560) $10,914
2018: Deducted from asset accounts—Allowance for doubtful accounts receivable$10,914
 $1,058
 $60
 $(2,581) $9,451
2019: Deducted from asset accounts—Allowance for doubtful accounts receivable$9,451
 $767
 $
 $(878) $9,340
(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)   
2017: Deducted from asset accounts—Allowance for obsolete inventory$45,175
 $36,150
 $
 $(34,206) $47,119
2018: Deducted from asset accounts—Allowance for obsolete inventory$47,119
 $11,565
 $1,947
 $(12,288) $48,343
2019: Deducted from asset accounts—Allowance for obsolete inventory$48,343
 $21,930
 $454
 $(14,067) $56,660
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)   
2014: Deducted from asset accounts—Allowance for obsolete inventory$21,603
 $12,868
 $600
 $(8,900) $26,171
2015: Deducted from asset accounts—Allowance for obsolete inventory$26,171
 $21,648
 $1,942
 $(13,492) $36,269
2016: Deducted from asset accounts—Allowance for obsolete inventory$36,269
 $19,770
 $5,165
 $(16,029) $45,175

(2)Inventory disposals, net of recoveries.

POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 20162019
Exhibit Number 
Description
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 seller’s 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 Company’s Current Report on Form 8-K filed October 12, 2016.
  
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 Company’s Current Report on Form 8-K filed May 30, 2018.

Restated Articles of Incorporation of Polaris Industries Inc. (the “Company”), effective October 24, 2011,July 29, 2019, incorporated by reference to Exhibit 3.a3.1 to the Company’s QuarterlyCurrent Report on Form 10-Q for the quarter ended September 30, 2011.8-K filed on July 29, 2019.
  
Bylaws of the Company,Polaris Inc., as amended and restated on AprilJuly 29, 2010,2019, incorporated by reference to Exhibit 33.2 to the Company’s QuarterlyCurrent Report on Form 10-Q for the quarter ended June 30, 2010.8-K filed July 29, 2019.
  
Specimen Stock Certificate of the Company, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-4/A, filed November 21, 1994 (No. 033-55769).
  
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.
      .cMaster 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.
  
      .dFirst 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.
  
      .eFirst Supplement to Master Note Purchase Agreement effective as of December 19, 2013, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed December 20, 2013.
  
      .fSecond Amendment to Master Note Purchase Agreement, as Supplemented by the First Supplement to the Master Note Amendment effective as of December 28, 2016, incorporated by reference to Exhibit 4.f to the Company’ Annual Report on Form 10-K for the year ended December 31, 2016.
  
Third Amendment to Master Note Purchase Agreement, as Supplemented by the First Supplement to the Master Note Amendment, effective as of July 31, 2018, incorporated by reference to Exhibit 4.f to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
Master Note Purchase Agreement by and among Polaris Industries Inc. and the purchasers party thereto, dated July 2, 2018, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 2, 2018.
Description of the Company’s Capital Stock
Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended and restated effective July 23, 2014, incorporated by reference to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q filed October 29,for the quarter ended September 30, 2014.*
  
Amendment to the Polaris Industries Inc. Supplemental Retirement/Savings Plan effective January 1, 2018 incorporated by reference to Exhibit 10.b to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.*

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, and further amended on October 24, 2019.*

POLARIS INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2019 (cont.)
Polaris Industries Inc. Senior Executive Annual Incentive Plan, as amended and restated effective February 27, 2018 incorporated by reference to Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.*March 31, 2018.
  
     .cPolaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as amended and restated effective April 24, 2014, incorporated by reference to Annex A to the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders filed on March 7, 2014.*
     .dPolaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015)25, 2019), incorporated by reference to Annex A to the Company’s Proxy Statement for the 20152019 Annual Meeting of Shareholders filed March 13, 2015.11, 2019.*
  
      .eForm of Performance Based Restricted Share Award 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 10.4 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
Form of Performance Based Restricted Share Award 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 10.5 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*

POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2016 (cont.)
      .gForm 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.*
      .hForm 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.*
     .iForm of Nonqualified Stock Option Agreement (Single Trigger) made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
  
     .jForm of Nonqualified Stock Option Agreement (Double Trigger) made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
  
     .kForm of Restricted Stock Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011), incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 3, 2011.*
     .lForm 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.*
  
     .mForm of the Deferred Stock Unit Award Agreement for units of deferred stock granted to non-employee directors under the Company’s Amended and Restated 2007 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 3, 2016.*
  
     .nForm 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.*
     .oForm of Nonqualified Stock Option Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.gg to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 .*
  
      .pForm of Performance Restricted Stock Unit Award Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.hh to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*
  
      .qForm of Restricted Stock Unit Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
  
      .rForm of Restricted Stock Unit Award Agreement entered into with Christopher Musso, incorporated by reference to Exhibit 10.s to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.*
Form of Performance Restricted Stock Unit Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
  
      .sForm of Nonqualified Stock Option Award Agreement made under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015), incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed July 13, 2015.*
  
Form of Nonqualified Stock Option Award Agreement made under the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 25, 2019.)*
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.)*
Form of Restricted Stock Unit Award Agreement made under the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 25, 2019.)*
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.)*
Form of Performance Restricted Stock Unit Award Agreement made under the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 25, 2019.)*

POLARIS INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2019 (cont.)
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.)*
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.*
  
      .uEmployment Offer Letter dated April 27, 2016September 28, 2017 by and between Steve Eastmanthe Company and Polaris Industries Inc.,Christopher Musso, incorporated by reference to Exhibit 10.b10.y to the Company’s QuarterlyAnnual Report on Form 10-Q10-K for the quarteryear ended June 30, 2016.December 31, 2017.*
  
      .vEmployment Offer Letter dated February 9, 2016 by and between the Company and Robert Mack.*
.x

POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2016 (cont.)
      .wEmployment Offer Letter dated September 15, 2014 by and between the Company and Kenneth J. Pucel, incorporated by reference to Exhibit 10.w to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014..2014.*
  
      .xEmployment Offer Letter dated July 10, 2015 by and between the Company and Michael T. Speetzen, incorporated by reference to Exhibit 10.d to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.*
  
      .yEmployment 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.*
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.*
  
      .zSeverance Agreement dated FebruaryNovember 6, 20122017 entered into with Stephen L. EastmanChristopher Musso, incorporated by reference to Exhibit 10.dd10.ff to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2018.*
  
      .aaSeveranceLetter Agreement between entered into with Robert Mack.Christopher Musso, dated December 6, 2019, amending the Severance Agreement dated November 6, 2017.*
  
     .bbSeverance Agreement entered into with Kenneth J. Pucel, incorporated by reference to Exhibit 10.ii to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*
  
     .ccSeverance Agreement dated July 31, 2015 entered into with Michael T. Speetzen, incorporated by reference to Exhibit 10.ff to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.*
  
      .ddSeverance Agreement dated April 4, 2011 entered into with James P. Williams.*
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.
  
      .eeAmended 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.
  
      .ffFirst Amendment dated December 7, 2015 to the Amended and Restated Joint Venture Agreement dated as of February 28, 2011, by and between the Company and GE Commercial Distribution Finance LLC f/k/a GE Commercial Distribution Corporation, incorporated by reference to Exhibit 10.nn to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Second Amendment dated December 7, 2015 to the Second Amended and Restated Partnership Agreement, by and between Polaris Acceptance Inc. and CDF Joint Ventures, Inc. dated as of June 1, 2014, incorporated by reference to Exhibit 10.oo to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

POLARIS INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2019 (cont.)
Third Amended and Restated Credit Agreement dated November 9, 2016 by and among Polaris Industries Inc., Polaris Sales Inc., any other Domestic Borrower (as defined therein) that thereafter becomes a party thereto, Polaris Sales Europe Sárl, any other Foreign Borrower (as defined therein) that hereafter becomes a party thereto, the Lenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead Arranger and Lead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and Bank of the West, Fifth Third Bank, JP Morgan Chase Bank, N.A., PNC Bank, National Association and BMO Harris Bank N.A., as Documentation Agents, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 10, 2016.
  
      .ggFirst Amendment dated December 7, 2015 to the
Fourth Amended and Restated Joint VentureCredit Agreement, dated as of February 28, 2011,July 2, 2018 by and betweenamong Polaris Industries Inc., Polaris Sales Europe Sàrl, any other Foreign Borrower (as defined therein) that hereafter becomes a party thereto, the CompanyLenders named therein, U.S. Bank National Association, as Administrative Agent, Left Lead Arranger and GE Commercial Distribution FinanceLead Book Runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, f/k/a GE Commercial Distribution Corporation,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.nn10.1 to the Company’s AnnualCurrent Report on Form 10-K for the year ended December 31, 2015.8-K filed July 2, 2018.

  
      .hhSecond Amendment dated December 7, 2015 to the Second Amended and Restated Partnership Agreement, by and between Polaris Acceptance Inc. and CDF Joint Ventures, Inc. dated as of June 1, 2014, incorporated by reference to Exhibit 10.oo to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
    13Portions of the Annual Report to Security Holders for the Year Ended December 31, 2016 included pursuant to Note 2 to General Instruction G.
Subsidiaries of Registrant.
  
Consent of Ernst & Young LLP.
  
Power of Attorney.

POLARIS INDUSTRIES INC.
EXHIBIT INDEX TO ANNUAL REPORT ON
FORM 10-K
For Fiscal Year Ended December 31, 2016 (cont.)
  
Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a).
  
Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a).
  
Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
      32.bCertification 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, 2016,2019, filed with the SEC on February 17, 2016,13, 2020, formatted in ExtensibleInline eXtensible Business Reporting Language (XBRL)(iXBRL): (i) the Consolidated Balance Sheets as of December 31, 20162019 and 2015,2018, (ii) the Consolidated Statements of Income for the years ended December 31, 2016, 20152019, 2018 and 20142017 (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, (iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 20162019, 2018 and 2015,2017, and (vi) Notes to Consolidated Financial StatementsStatements.
  
* Management contract or compensatory plan.




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