Polaris Inc.
A maker of powersports vehicles, Polaris builds snowmobiles, all-terrain vehicles, and side-by-sides like the RZR and Ranger, plus Indian Motorcycle and Slingshot three-wheelers. It began in 1945 in Roseau, Minnesota, when three founders built a machine to cross deep snow to reach hunting shacks. The name comes from the North Star, fitting for a company born in Minnesota's "North Star State."
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion pertains to the results of operations and financial position of Polaris Inc., a Delaware corporation, for the three and six-month periods ended June 30, 2026 compared to the three and six-month periods ended June 30, 2025. The terms “Polaris,” the “Compa…
The following discussion pertains to the results of operations and financial position of Polaris Inc., a Delaware corporation, for the three and six-month periods ended June 30, 2026 compared to the three and six-month periods ended June 30, 2025. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Polaris Inc., its subsidiaries and its predecessors, which began doing business in 1954. We design, engineer, manufacture and market powersports vehicles which include: off-road vehicles (“ORV”), including all-terrain vehicles (“ATV”) and side-by-side vehicles; military and commercial ORVs; snowmobiles; moto-roadsters; quadricycles; and boats. We also design and manufacture or source parts, garments and accessories (“PG&A”), which includes aftermarket accessories and apparel. Due to the seasonal trends for certain products and certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year. Unless otherwise noted, all “quarter” comparisons are from the second quarter of 2026 to the second quarter of 2025 and all “year-to-date” comparisons are from the six-month period ended June 30, 2026 to the six-month period ended June 30, 2025. Estimates related to industry retail sales are unaudited and based on internally-generated management estimates, including estimates based on extrapolations from third-party surveys of the industries in which we compete, and are subject to change. Overview Second quarter sales totaled $2,022.8 million, an increase of nine percent from last year’s second quarter sales of $1,852.7 million. The increase in sales for the quarter was primarily driven by increased shipments and higher net pricing, partially offset by reduced motorcycle shipments as a result of the Indian Motorcycle divestiture. Our gross profit of $478.3 million increased 33 percent from $359.2 million in the comparable prior year second quarter. Gross profit, as a percentage of sales, increased primarily as a result of tariff refunds, favorable net price, and favorable product mix, partially offset by incremental tariff expense. Net income attributable to Polaris was $106.4 million, or $1.82 per diluted share, compared to 2025 second quarter net loss attributable to Polaris of $79.3 million, or $1.39 net loss per diluted share. The improvement for the quarter was primarily driven by certain impairment charges recorded in the prior year comparable period that did not recur in 2026, tariff refunds, increased shipments and favorable net price, partially offset by incremental tariff expense. We reported second quarter adjusted EBITDA of $239.4 million, compared to 2025 second quarter adjusted EBITDA of $119.0 million. For information on how we define and calculate Adjusted EBITDA, and a reconciliation from net income (loss) to adjusted EBITDA, see “Non-GAAP Financial Measures”. Global Economic Conditions We continue to monitor macroeconomic trends and uncertainties and changes in international trade relations and trade policy, including those related to tariffs. The U.S. government has implemented a general tariff on all imports from countries not exempted under certain trade reciprocity criteria and elevated tariffs have been imposed on imports from major trading partners. Impacted countries have and may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs. In November 2025, the U.S. Supreme Court heard arguments in a case challenging tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and in February 2026, the Court issued a ruling that IEEPA does not authorize the imposition of tariffs. The Court only ruled on IEEPA tariffs and did not invalidate any other tariffs. As a result of this ruling, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection (“CBP”) to formalize a process for refunds. On April 20, 2026, CBP launched an online portal (“CAPE”) that can be used to submit IEEPA tariff refund requests and began issuing refunds in May 2026. Although CAPE is now available for the majority of entries and refunds are being issued, CBP and the U.S. Department of Justice appealed the Court of International Trade’s order as applied to a subset of entries. Since the Supreme Court’s ruling, the U.S. government has implemented various tariffs, invoking other statutory authorities. These actions continue to be challenged in court and could impact the manner in which tariff costs or potential refunds are calculated. Adverse rulings, or the replacement or implementation of new tariffs or trade restrictions, may have a material adverse impact on our results of operations, including our profitability. The tariff policy environment is rapidly evolving and there is no guarantee that additional or increased tariffs will not be imposed. We currently procure components from countries subject to such tariffs. As a result of the current tariffs, we anticipate increased supply chain challenges, commodity cost volatility, economic uncertainty, and economic pressures on customers and consumers as a result of the challenges of high inflation combined with the effects of increased tariffs. To mitigate the impact of tariffs on our supply chain and manufacturing, we continue to evaluate sourcing alternatives, negotiate with 22 Table of Contents suppliers, and work to increase the percentage of shipments qualified under favorable trade agreements. Incremental tariffs and changed trade policies had a notable impact on our financial results for the three and six-month periods ended June 30, 2026, and could continue to adversely impact our results in the future. During the quarter ended June 30, 2026, we submitted claims for refunds of certain IEEPA tariffs previously paid on imports. Related to the claims submitted, we recognized a benefit of $73.9 million in cost of sales in the consolidated statements of income (loss) for the quarter and year-to-date period ended June 30, 2026. 23 Table of Contents Consolidated Results of Operations The consolidated results of operations were as follows: Three months ended June 30, Six months ended June 30, ($ in millions except percentages and share data) 2026 2025 Change 2026 vs. 2025 2026 2025 Change 2026 vs. 2025 Sales $ 2,022.8 $ 1,852.7 9 % $ 3,681.5 $ 3,388.5 9 % Cost of sales 1,544.5 1,493.5 3 % 2,868.4 2,784.3 3 % Gross profit $ 478.3 $ 359.2 33 % $ 813.1 $ 604.2 35 % Percentage of sales 23.6 % 19.4 % +426 bps 22.1 % 17.8 % +425 bps Operating expenses: Selling and marketing $ 112.3 $ 124.6 (10) % $ 225.9 $ 242.2 (7) % Research and development 93.6 90.3 4 % 175.9 173.2 2 % General and administrative 142.9 127.4 12 % 305.4 230.1 33 % Goodwill impairment — 52.6 NM — 52.6 NM (Gain) loss on disposal groups (2.5) — NM 29.1 — NM Total operating expenses $ 346.3 $ 394.9 (12) % $ 736.3 $ 698.1 5 % Percentage of sales 17.1 % 21.3 % -419 bps 20.0 % 20.6 % -60 bps Income from financial services 16.8 22.8 (26) % 32.9 44.9 (27) % Operating income (loss) $ 148.8 $ (12.9) NM $ 109.7 $ (49.0) NM Non-operating expense: Interest expense 33.7 33.2 2 % 64.1 67.3 (5) % Other (income) expense, net (18.3) 46.5 NM (30.1) 47.4 NM Income (loss) before income taxes $ 133.4 $ (92.6) NM $ 75.7 $ (163.7) NM Provision (benefit) for income taxes 26.8 (13.5) NM 16.3 (17.9) NM Effective income tax rate 20.1 % 14.6 % NM 21.6 % 10.9 % NM Net income (loss) $ 106.6 $ (79.1) NM $ 59.4 $ (145.8) NM Net income attributable to noncontrolling interest (0.2) (0.2) — % (0.4) (0.3) 33 % Net income (loss) attributable to Polaris Inc. $ 106.4 $ (79.3) NM $ 59.0 $ (146.1) NM Percentage of sales 5.3 % (4.3) % +954 bps 1.6 % (4.3) % +591 bps Adjusted EBITDA $ 239.4 $ 119.0 101 % $ 342.2 $ 171.7 99 % Adjusted EBITDA Margin 11.8 % 6.4 % +540 bps 9.3 % 5.1 % +422 bps Diluted net income (loss) per share attributable to Polaris Inc. shareholders $ 1.82 $ (1.39) NM $ 1.01 $ (2.57) NM Weighted average diluted shares outstanding 58.3 57.0 2 % 58.3 56.9 2 % NM = not meaningful 24 Table of Contents Sales: The increase in sales for the quarter and year-to-date period was primarily driven by increased shipments and higher net pricing, partially offset by reduced motorcycle shipments as a result of the Indian Motorcycle divestiture. The components of the consolidated sales change were as follows: Percent change in total Company sales compared to corresponding period of the prior year Three months ended Six months ended June 30, 2026 June 30, 2026 Volume 12 % 10 % Product mix and price 4 3 Currency 1 2 Divestiture (8) (6) 9 % 9 % Sales by geographic region were as follows: Three months ended June 30, Six months ended June 30, ($ in millions) 2026 Percent of Total Sales 2025 Percent of Total Sales Percent Change 2026 vs. 2025 2026 Percent of Total Sales 2025 Percent of Total Sales Percent Change 2026 vs. 2025 United States $ 1,653.8 82 % $ 1,477.9 79 % 12 % $ 2,988.1 81 % $ 2,670.6 79 % 12 % Canada 101.5 5 % 105.7 6 % (4) % 192.9 5 % 203.3 6 % (5) % Other countries 267.5 13 % 269.1 15 % (1) % 500.5 14 % 514.6 15 % (3) % Total sales $ 2,022.8 100 % $ 1,852.7 100 % 9 % $ 3,681.5 100 % $ 3,388.5 100 % 9 % Sales in the United States increased during the quarter and year-to-date periods primarily as a result of increased ORV shipments and PG&A sales, partially offset by reduced motorcycle shipments as a result of the Indian Motorcycle divestiture. Sales in Canada decreased during the quarter and year-to-date periods primarily due to reduced snowmobile shipments and motorcycle shipments as a result of the Indian Motorcycle divestiture, partially offset by increased ORV shipments. Currency rate movements had no impact on quarter sales and a favorable impact of two percentage points on year-to-date sales. Sales in other countries decreased during the quarter and year-to-date periods primarily due to reduced motorcycle shipments as a result of the Indian Motorcycle divestiture, partially offset by increased ORV and Goupil shipments as well as favorable currency exchange rate movements. Currency rate movements had a favorable impact of four percentage points on quarter sales and seven percentage points on year-to-date sales. Cost of Sales: The following table reflects our cost of sales in dollars and as a percentage of sales: Three months ended June 30, Six months ended June 30, ($ in millions) 2026 Percent of Total Cost of Sales 2025 Percent of Total Cost of Sales Percent Change 2026 vs. 2025 2026 Percent of Total Cost of Sales 2025 Percent of Total Cost of Sales Percent Change 2026 vs. 2025 Purchased materials and logistics $ 1,287.2 83 % $ 1,241.4 83 % 4 % $ 2,377.9 83 % $ 2,308.0 83 % 3 % Labor costs 178.6 12 % 163.4 11 % 9 % 335.9 12 % 301.3 11 % 11 % Depreciation and amortization 47.2 3 % 55.5 4 % (15) % 92.7 3 % 112.3 4 % (17) % Warranty 31.5 2 % 33.2 2 % (5) % 61.9 2 % 62.7 2 % (1) % Total cost of sales $ 1,544.5 100 % $ 1,493.5 100 % 3 % $ 2,868.4 100 % $ 2,784.3 100 % 3 % Percentage of sales 76.4 % 80.6 % -426 bps 77.9 % 82.2 % -425 bps 25 Table of Contents Cost of sales increased during the quarter and year-to-date period primarily due to increased sales volumes driving higher purchased materials and increased labor costs, partially offset by reduced depreciation and amortization expense. For the quarter, these increases were partially offset by favorable net tariff impacts resulting from tariff refunds exceeding incremental tariff expenses. Gross Profit: Gross profit for the quarter and year-to-date period, as a percentage of sales, increased primarily as a result of tariff refunds, favorable net price, and favorable product mix, partially offset by incremental tariff expense. Operating Expenses: Operating expenses, in absolute dollars and as a percentage of sales, decreased for the quarter primarily as a result of goodwill impairment charges in the prior year comparable period that did not recur in 2026 and lower selling and marketing expenses, partially offset by higher general and administrative expenses. For the year-to-date period, operating expenses increased in absolute dollars and decreased as a percentage of sales. These changes were primarily due to higher general and administrative expenses and impairment and other charges associated with certain assets sold in the period or classified as held for sale, partially offset by goodwill impairment charges in the prior year comparable period that did not recur in 2026 and lower selling and marketing expenses. Income from Financial Services: Income from financial services decreased for the quarter and year-to-date period, primarily due to lower retail credit income and lower wholesale financing income from Polaris Acceptance due to reduced dealer inventory levels and interest rates. Interest Expense: Interest expense increased for the quarter primarily as a result of higher average debt levels. Interest expense decreased for the year-to-date period primarily due to lower average debt levels for the six months ended June 30, 2026 compared to the comparable period in 2025. Other (income) expense, net: The increase in other (income) expense for the quarter and year-to-date period was primarily attributable to an impairment charge related to a strategic investment recorded in the prior year comparable periods that did not recur in 2026, as well as incremental income received under transition services agreements following the Indian Motorcycle divestiture. Other (income) expense is also impacted by currency exchange rate movements and the corresponding effects on currency transactions related to our international subsidiaries. Provision (benefit) for income taxes: Income tax expense for the quarter was $26.8 million or 20.1% of income before income taxes, compared to an income tax benefit of $13.5 million or 14.6% of the loss before income taxes for the second quarter of 2025. Income tax expense for the year-to-date period was $16.3 million or 21.6% of income before income taxes, compared to an income tax benefit of $17.9 million or 10.9% of the loss before income taxes for the six months ended June 30, 2025. The change in the effective income tax rate for the quarter and year-to-date periods was primarily due to pretax income generated in the 2026 periods compared to pretax losses in the prior year periods, as well as impacts associated with changes in non-deductible impairment charges, Foreign-Derived Deduction-Eligible Income, and income tax reserves compared to the prior periods. Adjusted EBITDA: Adjusted EBITDA, in absolute dollars and as a percentage of sales, increased during the quarter and year-to-date period primarily as a result of tariff refunds, increased shipments, favorable net price, and favorable product mix, partially offset by incremental tariff expense. Weighted average diluted shares outstanding: Weighted average diluted shares outstanding increased for the quarter, primarily due to share issuances within and between the comparable quarterly periods and an increase in the dilutive effect of share-based equity awards. Cash Dividends: We paid a regular cash dividend of $0.68 per common share on June 15, 2026 to holders of record at the close of business on June 1, 2026. We paid aggregate cash dividends of $1.36 per common share for the six months ended June 30, 2026. 26 Table of Contents Segment Results of Operations In the first quarter of 2026, the Company began management of its portfolio of businesses under a new basis following the divestiture of the Indian Motorcycle business. All historical results were reclassified for comparability, including the results of the divested Indian Motorcycle business, which are included in corporate and corporate costs and other. The summary that follows provides a discussion of the results of operations of each of our three reportable segments, Polaris Powersports, Marine, and Aixam & Goupil. Each of these reportable segments is comprised of various product offerings that serve multiple end markets. We evaluate performance based on sales and gross profit. Corporate and corporate costs and other includes revenues and costs of previously divested businesses including Indian Motorcycle, income and costs related to TSA and supply agreements, and costs that are not allocated to reportable segments, including certain manufacturing costs, the impacts of certain foreign currency transactions, and certain incentive compensation costs and related adjustments. Our sales and gross profit by reportable segment, which includes the respective PG&A, as well as amounts related to corporate and other activities, were as follows: Three months ended June 30, Six months ended June 30, ($ in millions) 2026 Percent of Sales 2025 Percent of Sales Percent Change 2026 vs. 2025 2026 Percent of Sales 2025 Percent of Sales Percent Change 2026 vs. 2025 Polaris Powersports $ 1,715.2 85 % $ 1,460.2 79 % 17 % $ 3,134.4 85 % $ 2,699.9 80 % 16 % Marine 179.5 9 % 155.3 8 % 16 % 304.8 8 % 270.7 8 % 13 % Aixam & Goupil 85.8 4 % 81.2 4 % 6 % 152.5 4 % 142.3 4 % 7 % Corporate 42.3 2 % 156.0 9 % (73) % 89.8 3 % 275.6 8 % (67) % Total sales $ 2,022.8 100 % $ 1,852.7 100 % 9 % $ 3,681.5 100 % $ 3,388.5 100 % 9 % Three months ended June 30, Six months ended June 30, ($ in millions) 2026 Percent of Sales 2025 Percent of Sales Percent Change 2026 vs. 2025 2026 Percent of Sales 2025 Percent of Sales Percent Change 2026 vs. 2025 Polaris Powersports $ 429.8 25.1 % $ 301.2 20.6 % 43 % $ 725.8 23.2 % $ 507.5 18.8 % 43 % Marine 31.1 17.3 % 26.6 17.1 % 17 % 47.4 15.6 % 40.9 15.1 % 16 % Aixam & Goupil 24.6 28.7 % 21.4 26.3 % 15 % 43.7 28.7 % 37.1 26.0 % 18 % Corporate costs and other (7.2) 10.0 (172) % (3.8) 18.7 (120) % Total gross profit $ 478.3 $ 359.2 33 % $ 813.1 $ 604.2 35 % Percentage of sales 23.6% 19.4% +426 bps 22.1% 17.8% +425 bps Polaris Powersports: Polaris Powersports sales, inclusive of PG&A sales, increased for the quarter and year-to-date period, primarily as a result of increased ORV shipments in the United States and higher PG&A sales. The average per unit sales price for the Polaris Powersports reportable segment increased approximately two percent for the quarter and approximately four percent for the year-to-date period primarily as a result of product mix and higher net pricing. Sales to customers outside of North America increased 28 percent for the quarter and 17 percent for the year-to-date period primarily as a result of higher ORV shipments. Gross profit, as a percentage of sales, increased during the quarter and year-to-date periods primarily as a result of tariff refunds, higher net pricing, favorable product mix, and favorable operating costs, partially offset by incremental tariff expense and higher commodity costs. 27 Table of Contents Additional information on our end markets for the quarter: •Polaris North America utility unit retail sales up low-teens percent •Polaris North America recreation excluding youth unit retail sales down mid-teens percent •Total Polaris North America ORV excluding youth unit retail sales up mid-single digits percent •Estimated North America industry ORV excluding youth unit retail sales up low-single digits percent •Total Polaris North America ORV excluding youth dealer inventories up approximately seven percent Marine: Marine sales increased during the quarter and year-to-date period primarily as a result of increased shipments and favorable product mix. The average per unit sales price for the Marine reportable segment increased approximately nine percent for both the quarter and year-to-date period, primarily due to product mix and higher net pricing. Gross profit, as a percentage of sales, increased for the quarter and year-to-date period primarily as a result of favorable product mix and higher net pricing, partially offset by incremental tariff expense. Additional information on our end markets for the two-month period ended May 31, 2026: •Polaris U.S. pontoon unit retail sales down high-single digits percent •Estimated U.S. industry pontoon unit retail sales down high-single digits percent •Polaris U.S. deck boat unit retail sales down high-twenties percent •Estimated U.S. industry deck boat unit retail sales down high-teens percent Aixam & Goupil Aixam & Goupil sales, inclusive of PG&A sales, increased for the quarter and year-to-date period primarily as a result of increased Goupil shipments. Gross profit, as a percentage of sales, increased during the quarter and year-to-date period primarily as a result of lower warranty expense and increased leverage of fixed costs as a result of increased sales volumes. Corporate Corporate includes revenues and costs of previously divested businesses including Indian Motorcycle, income and costs related to transition services and supply agreements, and costs that are not allocated to reportable segments, including certain manufacturing costs, the impacts of certain foreign currency transactions, and certain incentive compensation costs and related adjustments. Corporate sales and gross profit decreased for the quarter and year-to-date periods as a result of the Indian Motorcycle divestiture on February 2, 2026. Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss), excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net income (loss) from time to time. For example, costs associated with certain corporate restructuring activities, such as acquisitions and divestitures, are included as non-GAAP adjustments. We use the non-GAAP financial measure of Adjusted EBITDA Margin, which is defined as Adjusted EBITDA divided by adjusted net sales. We believe that Adjusted EBITDA and Adjusted EBITDA Margin help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude from Adjusted EBITDA and Adjusted EBITDA Margin. We believe that these measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management for financial and operational decision making. We are presenting these non-GAAP measures to 28 Table of Contents assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. Adjusted EBITDA has limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, net income (loss) as determined in accordance with U.S. GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance. Our presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. The following table presents a reconciliation of net income (loss), the most comparable U.S. GAAP financial measure, to Adjusted EBITDA for each of the periods presented: Three months ended June 30, Six months ended June 30, ($ in millions) 2026 2025 2026 2025 Sales $ 2,022.8 $ 1,852.7 $ 3,681.5 $ 3,388.5 Product wind downs (3) — (4.8) — (4.3) Adjusted sales $ 2,022.8 $ 1,847.9 $ 3,681.5 $ 3,384.2 Net income (loss) $ 106.6 $ (79.1) $ 59.4 $ (145.8) Provision (benefit) for income taxes 26.8 (13.5) 16.3 (17.9) Interest expense 33.7 33.2 64.1 67.3 Depreciation 60.7 66.9 119.3 134.3 Intangible amortization (1) 4.6 6.0 9.2 12.0 Restructuring (2) 7.5 1.5 16.7 5.5 Product wind downs (3) — 0.4 — 9.3 Class action litigation expenses (4) 2.0 1.6 3.4 5.0 Impairment charges (5) — 102.0 2.2 102.0 Distressed supplier support payments (6) — — 22.5 — (Gain) loss on disposal groups (7) (2.5) — 29.1 — Adjusted EBITDA $ 239.4 $ 119.0 $ 342.2 $ 171.7 Adjusted EBITDA Margin 11.8 % 6.4 % 9.3 % 5.1 % (1) Represents amortization expense for intangible assets acquired through business combinations and asset acquisitions (2) Represents adjustments for corporate restructuring (3) Represents adjustments related to product wind downs (4) Represents adjustments for certain class action litigation-related expenses (5) Represents goodwill and strategic investment impairment charges (6) Represents charges attributable to payments made in support of a distressed supplier (7) Represents the loss associated with the Company’s divestiture of the Indian Motorcycle business, as well as impairment and other charges related to certain other assets sold or classified as held for sale 29 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity have been cash provided by operating and financing activities, including funds as needed from our credit facility and issuances of long-term debt. Our primary uses of funds have been for new product development, capital investments, cash dividends to shareholders, repurchases and retirements of common stock, and acquisitions. The seasonality of production and shipments cause working capital requirements to fluctuate during the year and from year to year. We believe that existing cash balances and cash flows to be generated from operating activities, borrowing capacity under our credit facility and from future issuances or borrowings of long-term debt, will be sufficient to fund operations, new product development, capital investments, cash dividends to shareholders, and repurchases and retirements of common stock for at least the next 12 months and for the foreseeable future thereafter. Cash Flows The following table summarizes the cash flows from operating, investing and financing activities: ($ in millions) Six months ended June 30, 2026 2025 Change Total cash provided by (used for): Operating activities $ (90.0) $ 403.5 $ (493.5) Investing activities (153.0) (59.7) (93.3) Financing activities 327.8 (328.9) 656.7 Operating Activities: The decrease in net cash from operating activities was primarily the result of working capital additions in the six months ended June 30, 2026, partially offset by higher net income. Net income was $59.4 million for the six months ended June 30, 2026, compared to a net loss of $145.8 million in the prior year comparable period. Investing Activities: The primary sources and uses of cash were for the purchase of property, equipment and tooling for continued capacity and capability at our manufacturing, distribution, and product development facilities, and distributions from and contributions to Polaris Acceptance. Net cash used for investing activities increased primarily due to incremental cash payments to facilitate the sale of the Indian Motorcycle business and strategic investments made during the first quarter of 2026. Financing Activities: Net cash provided by financing activities was $327.8 million for the six months ended June 30, 2026, compared to net cash used for financing activities of $328.9 million for the comparable period in 2025. This change was primarily the result of net borrowings of $411.5 million under financing agreements in the six months ended June 30, 2026 compared to net repayments of $253.5 million during the comparable period in 2025. Financing Arrangements: We are party to an unsecured credit facility, which includes a $1.4 billion variable interest rate Revolving Loan Facility that matures in December 2029, under which we have unsecured borrowings. As of June 30, 2026, there were borrowings of $459.8 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term Loan Facility, pursuant to which $462.5 million was outstanding as of June 30, 2026. We are required to make principal payments under the Term Loan Facility totaling $25 million over the next 12 months. We amended the agreement governing the credit facility (the “Credit Facility Amendment”) in June 2025 to modify the financial covenants in the existing credit agreement for each quarter ending June 30, 2025 through and including June 30, 2026 (the “Covenant Relief Period”). During the Covenant Relief Period, the Credit Facility Amendment limits us from repurchasing shares and paying dividends other than regular quarterly dividends and certain other exceptions, and limits the amount of debt certain of our subsidiaries may incur. For the credit facility, interest is charged at rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the credit agreement. As of June 30, 2026, we had $931.0 million of availability on the Revolving Loan Facility. 30 Table of Contents The credit agreement contains covenants that require us to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The credit agreement requires us to maintain an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not more than 3.50 to 1.00 on a rolling four quarter basis. The interest coverage ratio is calculated as Adjusted EBITDA to interest expense for the then most-recently ended four fiscal quarters. The leverage ratio is calculated as consolidated funded indebtedness less cash and cash equivalents, capped at $300 million, to Adjusted EBITDA for the then most-recently ended four fiscal quarters. The Credit Facility Amendment modified the requirements related to the interest coverage ratio and leverage ratio during the Covenant Relief Period. During the Covenant Relief Period, the interest coverage ratio is 2.50 to 1.00 for the quarters ending June 30, 2025, September 30, 2025 and December 31, 2025, and 2.00 to 1.00 for the quarters ending March 31, 2026 and June 30, 2026. During the Covenant Relief Period, the leverage ratio is 4.00 to 1.00 for the quarter ending June 30, 2025, 4.50 to 1.00 for the quarter ending September 30, 2025, and 5.50 to 1.00 for the quarters ending December 31, 2025, March 31, 2026 and June 30, 2026. In November 2023, we issued $500 million aggregate principal amount of 6.95% Senior Notes due 2029 (the “6.95% Senior Notes”) in an underwritten public offering. We received approximately $492 million in net proceeds from the offering after deducting the underwriting discount and other fees and expenses. The 6.95% Senior Notes bear interest at a rate of 6.95% per year and mature in March 2029. In November 2025, the Company issued $500 million aggregate principal amount of 5.60% Senior Notes due 2031 (the “5.60% Senior Notes” and together with the 6.95% Senior Notes, the “senior notes”) in an underwritten public offering. The Company received approximately $497 million in net proceeds from the offering after deducting the underwriting discount and other fees and expenses. The 5.60% Senior Notes bear interest at a rate of 5.60% and mature in March 2031. All of our senior notes are governed by an indenture and are subject to customary covenants and make-whole provisions upon early redemption. On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, the Company completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which manufactures boats (“Boat Holdings”). As a component of the Boat Holdings merger agreement, we have committed to make a series of deferred payments to the former owners through July 2030. The original discounted payable was for $76.7 million, of which $36.8 million was outstanding as of June 30, 2026. As of June 30, 2026, we were in compliance with all debt covenants and our debt to total capital ratio was 70 percent. Additionally, as of June 30, 2026, we had letters of credit outstanding of $63.4 million, primarily related to inventory purchases. Share Repurchases: We did not repurchase shares of our common stock in open-market transactions under our share repurchase program during the first six months of 2026. As of June 30, 2026, up to an additional $1.1 billion of our common stock remains available for repurchase under our share repurchase program. 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 ORVs, snowmobiles, boats and related PG&A are financed under similar arrangements whereby we receive payment within a few days of shipment of the product. We participate in the cost of dealer financing up to certain limits. Under these arrangements, we have agreed to repurchase products repossessed by these finance companies. As of June 30, 2026, the potential aggregate repurchase obligations were approximately $141.0 million. Our financial exposure under these repurchase 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 during the periods presented. Retail Customer Financing Arrangements: We have agreements with third-party finance companies to provide financing options to end consumers of our products. We have no material contingent liabilities for residual value or credit collection risk under these agreements. 31 Table of Contents Critical Accounting Policies See our most recent Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting policies. There have been no material changes to our critical accounting policies discussed in such report. Note Regarding Forward-Looking Statements This 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, future cash flows and capital requirements, operational initiatives, supply chain, tariff mitigation strategy, 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. Potential risks and uncertainties include such factors as the Company’s ability to successfully implement its manufacturing operations strategy and supply chain initiatives, including its supply chain localization strategy; the Company’s ability to successfully source necessary parts and materials on a timely basis; the ability of the Company to manufacture and deliver products to dealers to meet demand, including as a result of supply chain disruptions, and to identify and meet optimal dealer inventory levels; the Company’s ability to accurately forecast and sustain consumer demand; the Company’s ability to mitigate increasing input costs through pricing or other measures; the Company’s ability to realize anticipated cost savings and margin improvements from lean manufacturing, operational efficiency, and portfolio optimization initiatives; product offerings, promotional activities and pricing strategies by competitors that may make our products less attractive to consumers; the Company’s ability to strategically invest in innovation and new products, including as compared to our competitors; economic conditions that impact consumer spending or consumer credit, including recessionary conditions and changes in interest rates; disruptions in manufacturing facilities; product recalls and/or warranty expenses; product rework costs; freight and tariff costs (including the timing, amount and finality of tariff relief or other opportunities to mitigate tariffs, particularly in light of the policies of the current presidential administration and retaliatory actions in response thereto); the Company’s ability to derive the expected benefits from the Indian Motorcycle separation including the separation being accretive, within the expected timeline or at all; environmental and product safety regulatory activity; effects of weather on the Company’s supply chain, manufacturing operations and consumer demand; commodity costs; changes to international trade policies and agreements; uninsured product liability and class action claims (including claims seeking punitive damages) and other litigation expenses incurred due to the nature of the Company’s business; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; uncertainty in the consumer retail and wholesale credit markets; performance of affiliate partners; changes in tax policy; relationships with dealers and suppliers; and the general global economic, social and 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 Annual Reports on Form 10-K, 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. 32 Table of Contents
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a complete discussion on the Company’s market risk. There have been no material changes in market risk from those disclosed in the Company’s Form 10-K for the year ended December 31, 2025.…
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a complete discussion on the Company’s market risk. There have been no material changes in market risk from those disclosed in the Company’s Form 10-K for the year ended December 31, 2025. Refer below for further discussion on commodity cost risk, foreign currency exchange rate risk, and interest rate risk. Inflation: We are subject to market risk from fluctuating market prices of certain purchased commodities and raw materials, including steel, aluminum, copper, 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 our products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. Further, the ultimate cost of certain commodities, raw materials, components and parts can fluctuate based on changes in international trade relations and trade policy, including those related to tariffs. We generally buy commodities and components based upon market prices that are established with the vendor as part of the purchase process. We enter into commodity hedging contracts in order to manage fluctuating market prices of certain commodities such as steel and diesel fuel. Based on our current outlook for commodity prices, excluding the impact of tariffs and related items, we expect total commodities to have a negative impact on our gross profit margins for full-year 2026 when compared to 2025. Foreign Exchange Rates: The changing relationships of the U.S. dollar to foreign currencies can have 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 certain suppliers directly for our U.S. operations in transactions denominated in Euros. Fluctuations in the Euro to U.S. dollar exchange rate impacts sales, cost of sales and net income or loss. 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 sales, cost of sales and net income or loss. Other currencies: We operate in various countries, principally in Europe, Mexico and Australia, through wholly owned subsidiaries. We also sell to certain distributors in other countries and purchase components from certain suppliers directly for our U.S. operations in transactions denominated in these foreign currencies. The relationship of the U.S. dollar in relation to these other currencies impacts sales, cost of sales and net income or loss. We actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts. During the quarter and year-to-date period ended June 30, 2026, after consideration of the existing foreign currency hedging contracts, foreign currencies had a positive impact on net income compared to 2025. We expect currencies to have a positive impact on full-year net income or loss in 2026 compared to 2025. The assets and liabilities in all of our international 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 consolidated balance sheets. Revenues and expenses in all of our international entities are translated at the average foreign exchange rate in effect for each month of the year. Certain assets and liabilities related to intercompany positions reported on our consolidated balance sheets 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 or loss. Interest Rates: We are a party to an unsecured credit facility with various lenders consisting of a $1.4 billion Revolving Loan Facility and a $500.0 million Term Loan Facility. Interest accrues on the revolving loan and term loans at variable rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the credit agreement. As of June 30, 2026, there was $459.8 million outstanding on the Revolving Loan Facility and $462.5 million outstanding on the Term Loan Facility. We previously entered into interest rate swaps in order to manage our exposure to fixed and variable interest rates associated with our debt. Those interest rate swap contracts expired during the three months ended March 31, 2026. We expect interest rates to have a positive impact on full-year net income or loss in 2026 compared to 2025. Our senior notes bear interest at fixed rates. We are subject to changes in the fair value of fixed-rate borrowings as a result of potential changes in prevailing interest rates. Changes in the fair value of fixed-rate borrowings have no impact on the amount of interest incurred, cash flows or our financial position. 33 Table of Contents
Read original filing text →We are involved in a number of legal proceedings incidental to our business, none of which is presently expected to have a material effect on our financial position, results of operations or cash flows, or the financial results of our business. As of the date of the filing of th…
We are involved in a number of legal proceedings incidental to our business, none of which is presently expected to have a material effect on our financial position, results of operations or cash flows, or the financial results of our business. As of the date of the filing of this Quarterly Report on Form 10-Q, we are party to certain class action and putative class action lawsuits brought by the same plaintiff’s counsel and largely repeating the same allegations regarding various state consumer protection laws focused on rollover protection structures’ certifications for various Polaris off-road vehicles sold in California. The first case brought in federal court in California related to this matter—Guzman/Albright—was first reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The district court granted summary judgment against both plaintiffs’ claims, which the plaintiffs appealed. The Ninth Circuit issued two rulings in September 2022 that reversed the district court’s summary judgment rulings and remanded the case to the district court with instructions to dismiss one plaintiff’s claims without prejudice. The plaintiff whose claims were dismissed without prejudice refiled the putative class action in California State Court under the name Albright. In June 2023, the Albright court granted the parties’ stipulation to stay that case pending a decision on class certification in federal court in the Guzman case. On September 27, 2023, the district court in Guzman entered an order granting in part and denying in part plaintiff’s motion for class certification. The district court certified a California class for plaintiff’s claim seeking money damages under the California Consumers Legal Remedies Act but denied class certification on plaintiff’s claim seeking injunctive relief under Fed. R. Civ. P. 23(b)(2). On October 11, 2023, Polaris filed a petition to appeal the portion of the district court’s order granting class certification. On December 14, 2023, the Ninth Circuit denied Polaris’s petition. On January 16, 2026, the state court in Albright entered an order setting a hearing for March 24, 2026 to review the stay of proceedings in that case. On March 19, 2026, the state court in Albright entered an order that continued the stay, and re-scheduled the status conference for May 20, 2026, to review the stay of proceedings in that case. On May 18, 2026, the court entered another order continuing the stay and re-scheduling the status conference for August 18, 2026. Plaintiff’s counsel’s related case—Hellman/Berlanga—was first reported in the Company’s quarterly report for the period ended June 30, 2021. Since then, the Hellman plaintiff has been dismissed and, in May 2023, the remaining plaintiff in the Berlanga case filed a motion for class certification, which we opposed. On July 16, 2024, the federal district court entered an order granting in part and denying in part plaintiff’s motion for class certification. The federal district court certified a California class for plaintiff’s claim seeking money damages but denied class certification on plaintiff’s claim seeking injunctive relief. On July 17, 2024, the federal district court ordered that the Guzman case and the Berlanga case be consolidated for all purposes. On February 27, 2025, the federal district court vacated the pretrial deadlines and the May 5, 2025 trial date. The court will issue a new schedule and trial date upon its rulings on the pending summary judgment and class decertification motions. With respect to each of the aforementioned class action and putative class action lawsuits, we are 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. 34 Table of Contents
Read original filing text →Please consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes or additions to our risk factors discussed in such report which could materially affect the Compan…
Please consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes or additions to our risk factors discussed in such report which could materially affect the Company’s business, financial condition, or future results.
Read original filing text →