Polaris 2008 Annual Report Download

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POLARIS INDUSTRIES INC. 2008 ANNUAL REPORT
LEADING THE WAY

Table of contents

  • Page 1
    LEADING THE WAY P O L A R I S I N D U S T R I E S I N C . 2 0 0 8 A N N U A L R E P O R T

  • Page 2
    ... from the CEO and COO 11-Year Selected Financial Data 12 13 Board of Directors and Corporate Officers Form 10-K IBC Other Investor Information Financial Highlights (dollars and shares in thousands, except per-share data) 2008 2007 % Change For the Year Sales Operating income Net income from...

  • Page 3
    .... (Polaris) designs, manufactures and markets innovative, high-quality, highperformance motorized products for recreation and utility use. Our product lines consist of all-terrain recreational and utility off-road vehicles (ORVs); snowmobiles; motorcycles; and related parts, garments and accessories...

  • Page 4
    ... line of accessories and garments specifically designed for Polaris products (e.g., Lock & Ride®) Competitive Advantage • ATVs - Industry-leading performance and features; full line of products • RANGERs - Hardest working, smoothest riding; unbeatable torque and power; easy customization...

  • Page 5
    ... excellence and solid execution of our strategy. We not only achieved record sales and market share leadership with our popular RANGER and RZR side-by-side products, we also gained market share in our ATV, Snowmobile and Victory businesses, both domestically and internationally for the second...

  • Page 6
    ...vehicles is considered a key competitive advantage for Polaris. By being close to the customer - and being riders ourselves - we gain insight into what customers want, and then engineer new features or models to meet those needs. Good examples are the custom products we build for the military, based...

  • Page 7
    ... clearance of any utility vehicle on the market while carrying up to 1,000 pounds in the box. p We celebrated our 1 millionth Sportsman sold in 2008 by reinventing the legendary ATV from front to back to deliver more power and extreme performance. Polaris Industries Inc. 2008 Annual Report 3

  • Page 8
    ...an enhanced utility sled. For model year 2010, we introduced the terraindominating RUSH snowmobile - a taste of what to expect from Polaris in the future. 4 Polaris Industries Inc. 2008 Annual Report p To mark the 10-year anniversary of Victory - the first new American-made motorcycle company in...

  • Page 9
    ... 260 new accessories for 2009, including the BOSS® Lift & Carry System, which can lift and carry up to 500 pounds, allowing our side-by-sides vehicles to work even harder. Polaris' Sportsman Touring model leads the industry in the two-up category with the most comfortable ride and handling. Key...

  • Page 10
    ... models on the assembly line, thanks to our ï¬,exible manufacturing capability. The result is increased market share and lower inventory levels among the 175 participating dealers. We expect to expand the Maximum Velocity Program penetration in 2009. RANGER RZR 6 Polaris Industries Inc. 2008 Annual...

  • Page 11
    ... for superior ride and handling. The RANGER RZR S was ready for sales in less than 12 months after the original RZR was introduced, demonstrating the effectiveness of our new speed-to-market initiative. Quality as Measured by Net Promoter Score (NPS) MODEL YEAR 2008 PRODUCT INDUSTRY PLACE NPS...

  • Page 12
    ...This helped us achieve the No. 1 market share position in ORVs in Europe in 2008. Now we're using our European playbook to further expand in other geographies, including the Middle East, Asia and South America. We've been selling ORVs in Australia since 1999 and expanded to offer Victory motorcycles...

  • Page 13
    ...the European market, we design ORVs to be on-road legal by modifying our North American ORV models to meet required regulations and European customers' desires. 14% 9% 7% 1% 69% Europe Middle East/Africa Australia/New Zealand Latin America Asia We introduced Victory Motorcycles to the...

  • Page 14
    ... Data Sales data: Total sales Percent change from prior year Sales mix by product: Off-road vehicles Snowmobiles Motorcycles Parts, garments and accessories Gross profit data: Total gross profit Percent of sales Operating expense data: Total operating expenses Percent of sales Net income data: Net...

  • Page 15
    ... Cash Flow Provided Reconciled to Net Cash Provided by Continuing Operations (dollars in millions) Year Cash Flow Provided Deferred Income Taxes Changes in Current Operating Items Net Cash Provided by Continuing Operations 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 $ 119.8 129.7 150.8 176...

  • Page 16
    ... Officer Michael W. Malone Vice President - Finance, Chief Financial Officer and Secretary Mary P. McConnell Vice President - General Counsel and Compliance Officer Scott A. Swenson Vice President - Snowmobiles and Parts, Garments and Accessories 12 Polaris Industries Inc. 2008 Annual Report

  • Page 17
    ...Medina MN (Address of principal executive offices) (763) 542-0500 (Registrant's telephone number, including area code) 55340 (Zip Code) Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Each Exchange on Which Registered Common Stock, $.01 par value New York Stock...

  • Page 18
    ... 15. PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees...

  • Page 19
    ... and utility use, snowmobiles, and motorcycles and markets them, together with related replacement parts, garments and accessories ("PG&A") through dealers and distributors principally located in the United States, Canada and Europe. Sales of ORVs, snowmobiles, motorcycles, and PG&A accounted for...

  • Page 20
    ... Vehicles. Polaris entered the ORV market in the spring of 1985 with an ATV. Polaris currently produces four-wheel ATVs, which provide more stability for the rider than earlier three-wheel versions. Polaris' line of ATVs, consisting of thirty models, includes two and four-wheel drive general purpose...

  • Page 21
    ... United States retail prices for the 2009 model year Victory motorcycles ranged from approximately $13,800 to $29,000. Parts, Garments and Accessories. Polaris produces or supplies a variety of replacement parts and accessories for its ORVs, snowmobiles, motorcycles and personal watercraft. ORV...

  • Page 22
    ... the design, development and production of value-priced smaller adult ATV models and in 2008 to include a youth side-by-side vehicle, the RANGER RZR 170. In 2002, Polaris entered into an agreement with a German manufacturer to codesign, develop and produce four-stroke engines for snowmobiles. In...

  • Page 23
    ...315 current North American Victory dealers were selected. In 2008 Polaris expanded into Australia with one company owned retail store and expects to further expand its Victory dealer network over the next few years in North America and internationally. Dealers and distributors sell Polaris' products...

  • Page 24
    ... programs, retail financing or other incentives for its dealers and distributors to remain price competitive in order to accelerate retail sales to consumers and gain market share. Polaris advertises its products directly using print advertising in the industry press and in user group publications...

  • Page 25
    ...ORV, snowmobile and motorcycle vehicle markets in the United States and Canada 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...

  • Page 26
    ... new corporate average emission standards effective for model years 2006 through 2012 for non-road recreational vehicles including ATVs, off road side-by-side vehicles and snowmobiles. The Company has developed engine and emission technologies along with its existing technology base to meet current...

  • Page 27
    ...products are also subject to international laws and regulations related to emissions in places where it sells its products outside the United States. Europe currently regulates emissions from certain of the Company's ATV-based products and motorcycles and the Company meets these requirements. Canada...

  • Page 28
    ... should write to Polaris Industries Inc., 2100 Highway 55, Medina, Minnesota 55340, Attention: Investor Relations. Information contained on Polaris' website is not part of this report. Forward-Looking Statements This 2008 Annual Report contains not only historical information, but also "forward...

  • Page 29
    ...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 Polaris...

  • Page 30
    ... Polaris' income from financial services. The Company has arrangements with each of HSBC and GE Bank to make retail financing available to consumers who purchase Polaris products in the United States. During 2008 consumers financed approximately 39 percent of the Polaris vehicles sold in the United...

  • Page 31
    ... 7 Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report: • Higher dealer and factory inventories/lower shipments • Higher commodity and transportation costs, particularly energy-related costs resulting from natural disasters • Higher promotional...

  • Page 32
    ... aluminum, assembly lines, paint lines, and sewing lines) used in the manufacture of its products. Polaris makes ongoing capital investments in its facilities. These investments have increased production capacity for ORVs, snowmobiles and motorcycles. The Company believes Polaris' manufacturing and...

  • Page 33
    ... 45 Chief Executive Officer President and Chief Operating Officer Vice President - Operations Vice President - Victory Motorcycles Vice President - Human Resources Vice President - Global New Market Development Vice President and Chief Information Officer Vice President - Off-Road Vehicle Division...

  • Page 34
    ... New Market Development as of December 2008. Prior to this, Mr. Dougherty was Vice President and General Manager of the ATV Division since November 2007, and was General Manager of the ATV Division since April 2005. In 1998, Mr. Dougherty joined Polaris as the International Sales Manager for Europe...

  • Page 35
    ...under the caption "Other Investor Information" appearing on the inside back cover of the Company's 2008 Annual Report is incorporated herein by reference. STOCK PERFORMANCE GRAPH The graph below compares the five-year cumulative total return to shareholders (stock price appreciation plus reinvested...

  • Page 36
    ... parts, garments and accessories (PG&A). ORVs is the largest product line representing 67 percent of Polaris' sales in 2008, snowmobiles accounted for ten percent of 2008 total sales, Victory motorcycles was five percent and PG&A represented 18 percent of 2008 total Company sales. The Company sells...

  • Page 37
    ... PG&A sales. Product mix and price increased for 2008 compared to 2007 primarily due to the positive benefit of a greater number of side-by-side vehicles sold to dealers, which typically have a higher selling price than core ATVs, and select selling price increases on several of the new model year...

  • Page 38
    ... RANGER RZR STM. Additionally, the Company's newly redesigned RANGERTM utility vehicle for model year 2009, which has a number of new and popular features including improved handling and suspension, a new rider ergonomics package, power steering and a dramatic new design, was well received in 2008...

  • Page 39
    ... motorcycle and RANGER side-by-side related PG&A. Victory and RANGER related PG&A increased due to the increased sales of these vehicles during 2007 and the introduction of new products, particularly for the new Victory VisionTM and the RANGER RZRTM models. Sales by geographic region for the 2008...

  • Page 40
    ...product launch costs and research and development expenses for several key new product introductions in 2008. Additionally, general and administrative expenses increased in 2008 due to increased performance-based incentive compensation expenses as the Company's financial performance improved in 2008...

  • Page 41
    ...and potential future product liability litigation claims and warranty expenses related to marine products. Effects of Adoption of New Accounting Standard Polaris adopted SFAS 123(R) "Accounting for Stock-Based Compensation" effective the beginning of fiscal year 2006 using the modified retrospective...

  • Page 42
    ... accounting policies that management believes are the most critical to aid in fully understanding and evaluating the Company's reported financial results include the following: revenue recognition, sales promotions and incentives, share-based employee compensation, dealer holdback programs, product...

  • Page 43
    ... the Company or its dealers to repair or replace defective products during such warranty periods at no cost to the consumer. 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. Polaris records...

  • Page 44
    ... been cash provided by operating activities and borrowings under its credit arrangements. Polaris' primary uses of funds have been for repayments under the credit agreement, repurchase and retirement of common stock, capital investments, cash dividends to shareholders and new product development. 26

  • Page 45
    ... in the net cash used of $46.1 million resulted from a decrease in accrued liabilities in 2008 primarily due to lower dealer inventory, lower sales promotions and incentive payments and lower warranty accruals due the Company's continued efforts to improve product quality. • Income taxes payable...

  • Page 46
    ... $12.4 million related to purchase obligations for raw materials. Not included in the above table is unrecognized tax benefits of $5.1 million. The Polaris Board of Directors authorized the cumulative repurchase of up to 37.5 million shares of the Company's common stock through December 31, 2008. Of...

  • Page 47
    ... ceased financing non-Polaris products under its arrangement with Polaris effective July 1, 2007 resulting in a significant decline in the income from financial services reported by Polaris in the second half of 2007. During the first quarter of 2008, HSBC notified the Company that the profitability...

  • Page 48
    ... non-Polaris products. Polaris' income generated from the GE Bank agreement has been included as a component of Income from financial services in the accompanying consolidated statements of income. During 2008 consumers financed approximately 39 percent of Polaris vehicles sold in the United States...

  • Page 49
    ... 2008 and the interest rate swap agreements, a one-percent fluctuation in interest rates would have had an approximately $2.3 million impact on interest expense in 2008. Polaris has been manufacturing its own engines for selected models of snowmobiles since 1995, motorcycles since 1998 and ORVs...

  • Page 50
    which builds engines in the United States for recreational and industrial products. Potential advantages to Polaris of having these additional sources of engines include reduced foreign exchange risk, lower shipping costs and less dependence in the future on a single supplier for engines. Polaris ...

  • Page 51
    ... FINANCIAL STATEMENTS Page Management's Report on Company's Internal Control Over Financial Reporting ...Report of Independent Registered Public Accounting Firm on Company's Internal Control over Financial Reporting...Report of Independent Registered Public Accounting Firm on Consolidated Financial...

  • Page 52
    ... expressed an unqualified opinion, which report appears on the following page. Scott W. Wine Chief Executive Officer Michael W. Malone Vice President of Finance, Chief Financial Officer and Secretary February 26, 2009 Further discussion of the Company's internal controls and procedures is included...

  • Page 53
    ... respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Polaris Industries Inc. and...

  • Page 54
    ... the information set forth therein. 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, 2008, based on criteria established in Internal Control...

  • Page 55
    ... in manufacturing affiliates ...15,641 Deferred tax assets ...- Goodwill, net ...24,693 Intangible and other assets, net ...- Total Assets ...$ 751,148 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable...Accrued expenses: Compensation ...Warranties ...Sales promotions and...

  • Page 56
    POLARIS INDUSTRIES INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) For the Years Ended December 31, 2008 2007 2006 Sales ...$1,948,254 Cost of sales ...1,502,546 Gross profit ...Operating expenses Selling and marketing ...Research and development ...General and ...

  • Page 57
    ...) Number Common Additional of Shares Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Balance, December 31, 2005 ...41,687 Cumulative effect of accounting change...Employee stock compensation ...Proceeds from stock issuances under employee plans ...Tax...

  • Page 58
    ... agreement ...Repayments under credit agreement ...Repurchase and retirement of common shares ...Cash dividends to shareholders...Tax effect of proceeds from stock based compensation exercises Proceeds from stock issuances under employee plans ... ... Net cash used for financing activities ...Net...

  • Page 59
    ... 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 ("ORVs"), snowmobiles, and motorcycles. Polaris products...

  • Page 60
    ... measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements as of December 31, 2008 Total Level 1 Level 2 Level 3 Asset (Liability) Investment in KTM ...Interest rate swap agreements ...Foreign exchange contracts, net...Commodity contracts ... . $12,873...

  • Page 61
    .... Polaris' standard warranties require the Company or its dealers to repair or replace defective products during such warranty periods at no cost to the consumer. The warranty reserve is established at the time of sale to the dealer or distributor based on management's best estimate using historical...

  • Page 62
    ... its customer financing program (see Note 3), have not been material. Polaris provides for estimated sales promotion expenses which are recognized as a reduction of sales when products are sold to the dealer or distributor customer. Major supplier: During 2008, 2007, and 2006, purchases of engines...

  • Page 63
    POLARIS INDUSTRIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) measure of the fair value of the employee stock options or restricted stock awards. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation...

  • Page 64
    ... current year presentation. The reclassifications had no impact on operations as previously reported. NOTE 2. Share-Based Employee Compensation In the first quarter 2006 Polaris adopted SFAS 123(R) which requires companies to recognize in the financial statements the grant-date fair value of stock...

  • Page 65
    ... Plan") under which members of the Board of Directors who are not Polaris officers or employees receive annual grants of common stock equivalents and may also elect to receive additional common stock equivalents in lieu of director's fees, which will be converted into common stock when board service...

  • Page 66
    ... SFAS 123(R), Polaris has used the Black-Scholes option-pricing model. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience. At December 31, 2008 there was $17,187,000 of total unrecognized stock-based compensation expense related to...

  • Page 67
    POLARIS INDUSTRIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) General Stock Option and Restricted Stock Information The following summarizes share activity and the weighted average exercise price for the following plans for the each of the three years ended December 31, 2008, 2007...

  • Page 68
    ...to vest as of December 31, 2008 was $11,635,000. The total intrinsic value at December 31, 2008 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 Restricted Stock Plan for the years ended...

  • Page 69
    ... 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...

  • Page 70
    ...of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. The net deferred income taxes consist of the following (in thousands): December 31, 2008 2007 Current deferred income taxes: Inventories ...$ 6,997 Accrued expenses ...68...

  • Page 71
    ... program: The Polaris Board of Directors authorized the cumulative repurchase of up to 37,500,000 shares of the Company's common stock. During 2008 Polaris paid $107,167,000 to repurchase and retire approximately 2,545,000 shares. Shareholder rights plan: During 2000, the Polaris Board of Directors...

  • Page 72
    ...market price each month. As of December 31, 2008, approximately 533,000 shares had been purchased under the Purchase Plan. Note 6: Financial Services Arrangements In 1996, a wholly-owned subsidiary of Polaris entered into a partnership agreement with a subsidiary of Transamerica Distribution Finance...

  • Page 73
    ... and a subsidiary of Polaris entered into a Revolving Program Agreement to provide retail financing to consumers who buy Polaris products in the United States. In August 2005, the wholly-owned subsidiary of Polaris entered into a multi-year contract with HSBC Bank Nevada, National Association ("HSBC...

  • Page 74
    ... ("GE Bank") under which GE Bank makes available closed-end installment consumer and commercial credit to customers of Polaris dealers for both Polaris and non-Polaris products. Polaris' income generated from the GE Bank agreement has been included as a component of Income from financial services in...

  • Page 75
    ... of discontinued operations of $8,073,000 before tax, or $5,401,000 after tax. This loss includes the estimated costs required to resolve past and potential future product liability litigation claims and warranty expenses related to marine products. In 2007 the Company substantially completed the...

  • Page 76
    ...December 31, 2008 Initial Charge Utilization During 2008 Incentive costs to sell remaining inventory including product warranty ...Costs related to canceling supplier arrangements ...Legal, regulatory, personnel and other costs ...Disposition of tooling, inventory and other fixed assets (non-cash...

  • Page 77
    ...following data relates to Polaris' foreign continuing operations (in thousands of U.S. dollars): For the Years Ended December 31, 2008 2007 2006 Canadian subsidiary: Sales ...Identifiable assets ...Other foreign countries: Sales ...Identifiable assets ...Note 11: Quarterly Financial Data (unaudited...

  • Page 78
    ... 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 Vice President-Finance and Chief Financial Officer concluded that, as of the end of the period covered by this Annual...

  • Page 79
    ... by posting such information on our website, at the address and location specified above under the heading "waivers." Item 11. Executive Compensation The information required by this item will be set forth under the captions "Corporate Governance - Compensation Committee Interlocks and Insider...

  • Page 80
    ... Owners and Management" and "Equity Compensation Plans" in the Company's 2009 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be set forth under the captions "Corporate...

  • Page 81
    ...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...

  • Page 82
    ... Charged to Costs and Expenses Other Changes Add (Deduct)(2) Balance at End of Period Inventory Reserve 2006: Deducted from asset accounts - Allowance for obsolete inventory ...2007: Deducted from asset accounts - Allowance for obsolete inventory ...2008: Deducted from asset accounts - Allowance...

  • Page 83
    ... the Chief Executive Officer under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, incorporated by reference to Annex A to Exhibit 10(q) to the Company's Current Report on Form 8-K, filed February 2, 2005.* Polaris Industries Inc. Deferred Compensation Plan for Directors...

  • Page 84
    ..., 2003 (No. 333-110541).* Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as amended and restated effective December 31, 2008, incorporated by reference to Exhibit 10.b to the Company's Current Report on Form 8-K filed January 28, 2009.* Polaris Industries Inc. Long Term...

  • Page 85
    ... Program Agreement between Polaris Sales Inc. and HSBC Bank Nevada, National Association, formerly known as Household Bank (SB), N.A., dated August 10, 2005, incorporated by reference to Exhibit 10.u to the Company's Current Report on Form 8-K, filed August 12, 2005. Portions of the Annual Report...

  • Page 86
    ...summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ SCOTT W. WINE Scott W. Wine Chief Executive Officer Date: March 2, 2009...

  • Page 87
    ...information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ MICHAEL W. MALONE Michael W. Malone Vice President - Finance, Chief Financial Officer and Secretary Date...

  • Page 88
    ®This Page Intentionally Left Blank©

  • Page 89
    ...Wells Fargo Bank website at www.wellsfargo.com. Product Brochures For product brochures and dealer locations, write or call: Polaris Industries Inc. 2100 Highway 55 Medina, MN 55340 1-800-POLARIS (1-800-765-2747) Internet Access To view the Company's annual report and financial information, products...

  • Page 90
    Polaris Industries Inc. 2100 Highway 55 Medina, MN 55340 763-542-0500 763-542-0599 fax www.polarisindustries.com © 2009 Polaris Industries Inc. Printed in the USA E Printed on recycled paper containing 10 percent post-consumer fiber.