Polaris Inc.: Form 10-Q for the period ended Sep 30, 2025

The following discussion pertains to the results of operations and financial position of Polaris Inc., a Delaware corporation, for the three and nine-month periods ended September 30, 2025 compared to the three and nine-month periods ended September 30, 2024. 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; motorcycles; 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 third quarter of 2025 to the third quarter of 2024 and all “year-to-date” comparisons are from the nine-month period ended September 30, 2025 to the nine-month period ended September 30, 2024. 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

Third quarter sales totaled $1,841.6 million, an increase of seven percent from last year’s third quarter sales of $1,722.4 million. The increase in sales for the quarter was primarily driven by product mix, partially offset by decreased shipments.

Our gross profit of $380.3 million increased seven percent from $354.6 million in the comparable prior year third quarter. Gross profit, as a percentage of sales, increased slightly primarily as a result of favorable operational costs, which were mostly offset by incremental tariff charges.

Net loss attributable to Polaris was $15.8 million, or $0.28 net loss per diluted share, compared to 2024 third quarter net income attributable to Polaris of $27.7 million, or $0.49 per diluted share. The decrease for the quarter was primarily the result of impairment charges related to certain property and equipment assets in our On Road segment, increased incentive compensation costs, and incremental tariff charges, partially offset by product mix and operating costs. We reported third quarter adjusted EBITDA of $140.4 million, compared to 2024 third quarter adjusted EBITDA of $159.1 million. For information on how we define and calculate Adjusted EBITDA, and a reconciliation from net (loss) income 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. Although the validity of certain tariffs are being challenged in litigation pending before the Supreme Court of the United States, there can be no guarantee about the outcome of such proceedings. 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, which are utilized in our facilities in the United States and Mexico. A portion of our annual sales originate from products manufactured in our facilities in Mexico, and we sell our products globally. 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 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 nine months ended September 30, 2025, and could continue to adversely impact our results in the future. We will continue to evaluate the impact of tariffs on our operations and profitability.

Consolidated Results of Operations

The consolidated results of operations were as follows:

($ in millions except percentages and share data)

25

Sales:

The increase in sales for the quarter was driven by product mix, partially offset by decreased shipments. The decrease in sales for the year-to-date period was primarily due to decreased shipments and lower net pricing driven by higher promotional costs, partially offset by product mix.

The components of the consolidated sales change were as follows:

The volume decrease for the quarter and year-to-date periods was primarily due to decreased youth ORV and snowmobile shipments. Product mix and price were favorable for the quarter due to a higher sales mix of ORVs. Product mix and price were favorable for the year-to-date period due to a higher sales mix of ORVs, partially offset by lower net pricing driven by higher promotional costs.

Sales by geographic region were as follows:

($ in millions)

Sales in the United States increased during the quarter primarily as a result of increased PG&A sales in all segments and favorable product mix. Sales in the United States decreased during the year-to-date period primarily as a result of decreased ORV shipments, partially offset by increased PG&A sales in all segments.

Sales in Canada decreased during the quarter primarily as a result of decreased snowmobile shipments, and decreased during the year-to-date period primarily as a result of decreases in both ORV and snowmobile shipments. Currency rate movements had an unfavorable impact of one percentage point on quarter sales and an unfavorable impact of two percentage points on year-to-date sales.

Sales in other countries increased during the quarter primarily as a result of increased PG&A sales. Sales in other countries decreased during the year-to-date period primarily as a result of reduced On Road and ORV shipments. Currency rate movements had a favorable impact of four percentage points on quarter sales and a neutral impact on year-to-date sales.

Cost of Sales:

The following table reflects our cost of sales in dollars and as a percentage of sales:

($ in millions)

Cost of sales increased during the quarter due to higher materials and labor costs. Cost of sales decreased during the year-to-date period as a result of reduced sales volumes driving lower purchased materials and decreased labor costs, as well as reduced warranty expense.

Gross Profit:

Gross profit for the quarter, as a percentage of sales, increased slightly primarily as a result of favorable operational costs, favorable product mix and lower warranty expense, partially offset by incremental tariff charges and increased incentive compensation costs. Gross profit for the year-to-date period, as a percentage of sales, decreased primarily as a result of incremental tariff charges, unfavorable product mix, lower net price driven by higher promotional costs and increased incentive compensation costs, partially offset by favorable operational costs.

Operating Expenses:

Operating expenses, in absolute dollars and as a percentage of sales, increased for the quarter primarily due to the impairment of certain property and equipment assets in our On Road segment and higher general and administrative expenses. Operating expenses, in absolute dollars and as a percentage of sales, increased for the year-to-date period primarily due to the impairments of goodwill and certain property and equipment assets associated with the Company’s On Road segment, as well as decreased leverage of fixed costs as a result of reduced sales volumes.

Income from Financial Services:

Income from financial services decreased for the quarter and year-to-date periods, primarily as a result of lower wholesale financing income from Polaris Acceptance due to reduced interest rates and dealer inventory levels.

Interest Expense:

Interest expense decreased for the quarter and year-to-date periods primarily as a result lower average debt levels.

Other (income) expense, net:

Other (income) expense is primarily the result of currency exchange rate movements and the corresponding effects on currency transactions related to our international subsidiaries. The fluctuation in other (income) expense for the year-to-date periods was primarily attributable to an impairment charge related to a strategic investment held by the Company.

(Benefit) provision for income taxes:

Income tax expense for the quarter was $3.6 million or 28.6% of the loss before income taxes, compared to income tax expense of $7.4 million or 20.9% of income before income tax expense for the third quarter of 2024. Income tax expense on the pre-tax loss for the quarter was primarily due to the application of the annual effective tax rate to quarter-to-date results before impairment charges, partially offset by the tax effect of discretely recorded impairment charges. The effective tax rate for the quarter is not indicative of the expected annual rate.

The income tax benefit for the year-to-date period was $14.3 million or 8.2% of the loss before income taxes, compared to income tax expense of $28.2 million or 21.9% of income before income tax expense for the nine months ended September 30, 2024. The tax provision benefit for the year-to-date period was primarily due to the pretax loss generated, partially offset by unfavorable adjustments related to non-deductible impairment charges and share-based compensation. The effective tax rate for the year-to-date period is not indicative of the expected annual rate.

Adjusted EBITDA:

Adjusted EBITDA, in absolute dollars and as a percentage of sales, decreased during the quarter primarily due to increased incentive compensation costs, incremental tariff charges and reduced shipments, partially offset by favorable product mix and operating costs. Adjusted EBITDA, in absolute dollars and as a percentage of sales, decreased during the year-to-date period primarily due to increased incentive compensation costs, reduced shipments, incremental tariff charges and lower net pricing driven by higher promotional costs, partially offset by favorable operating costs.

Weighted average diluted shares outstanding:

Weighted average diluted shares outstanding increased for the quarter, primarily due to reduced share repurchases over the time period within and between the comparable quarterly periods, partially offset by a reduction in the dilutive effect of share-based equity awards as a result of the net loss incurred during the quarter. Weighted average diluted share outstanding were flat for the year-to-date period.

Cash Dividends:

We paid a regular cash dividend of $0.67 per common share on September 15, 2025 to holders of record at the close of business on September 2, 2025. We paid aggregate cash dividends of $2.01 per common share for the nine months ended September 30, 2025.

Segment Results of Operations

The summary that follows provides a discussion of the results of operations of each of our three reportable segments, Off Road, On Road, and Marine. Each of these segments is comprised of various product offerings that serve multiple end markets. We evaluate performance based on sales and gross profit. The Corporate amounts include costs that are not allocated to segments, including certain manufacturing costs, the impacts from certain foreign currency transactions, and certain incentive compensation costs and related adjustments.

Our sales and gross profit by reporting segment, which includes the respective PG&A, were as follows:

($ in millions)

($ in millions)

Off Road:

Off Road sales, inclusive of PG&A sales, increased for the quarter, primarily due to product mix. Off Road sales, inclusive of PG&A sales, decreased for the year-to-date period, primarily due to decreased ORV shipments. The average per unit sales price for the Off Road segment increased approximately nine percent for the quarter primarily as a result of product mix. The average per unit sales price for the Off Road segment decreased approximately two percent for the year-to-date period primarily as a result of lower net pricing driven by higher promotional costs.

Sales to customers outside of North America increased three percent for the quarter primarily as a result of higher ORV shipments, and decreased three percent for the year-to-date period primarily as a result of lower ORV shipments.

Gross profit, as a percentage of sales, increased during the quarter primarily due to favorable product mix and operating costs, partially offset by incremental tariff charges. Gross profit, as a percentage of sales, decreased during the year-to-date period primarily due to incremental tariff charges and lower net pricing driven by higher promotional costs, partially offset by favorable operating costs and lower warranty expense.

Additional information on our end markets for the quarter:

• Polaris North America utility unit retail sales up high-teens percent
• Polaris North America recreation unit retail sales down high-single digits percent
• Total Polaris North America ORV unit retail sales up high-single digits percent
• Estimated North America industry ORV unit retail sales up low-single digits percent
• Total Polaris North America ORV dealer inventories down 26 percent

On Road:

On Road sales, inclusive of PG&A sales, decreased for the quarter, primarily due to decreased motorcycle shipments. The decrease for the year-to-date period was due to decreased shipments across the product portfolio. The average per unit sales price for the On Road segment increased approximately five percent and three percent for the quarter and year-to-date periods, respectively, primarily due to product mix.

Sales to customers outside of North America increased two percent for the quarter primarily as a result of increased sales in Europe. Sales to customers outside of North America decreased 11 percent for the year-to-date period primarily as a result of reduced shipments in Europe.

Gross profit, as a percentage of sales, decreased during the quarter primarily due to incremental tariff charges and unfavorable product mix, partially offset by favorable operating costs and lower warranty expense. Gross profit, as a percentage of sales, decreased during the year-to-date period primarily due to unfavorable product mix, incremental tariff charges and lower net pricing driven by higher promotional costs, partially offset by favorable operating costs.

Additional information on our end markets for the quarter:

• Indian Motorcycle North America unit retail sales down mid-single digits percent
• Estimated North America industry 900cc cruiser, touring, and standard motorcycles unit retail sales down mid-single digits percent
• Polaris North America motorcycle dealer inventories down two percent

Marine:

Marine sales increased during the quarter and year-to-date periods, primarily due to increased shipments. The average per unit sales price for the Marine segment decreased approximately six percent and two percent for the quarter and year-to-date periods, respectively, primarily due to product mix.

Gross profit, as a percentage of sales, decreased for the quarter and year-to-date periods, primarily due to unfavorable product mix, partially offset by higher net pricing.

Additional information on our end markets for the quarter:

• Polaris U.S pontoon unit retail sales down low-double digits percent
• Estimated U.S. industry pontoon unit retail sales down low-double digits percent
• Polaris U.S deck boat unit retail sales down high-single digits percent
• Estimated U.S. industry deck boat unit retail sales down mid-teens percent

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 GAAP.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net (loss) income, excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net (loss) income 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 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 (loss) income as determined in accordance with 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 (loss) income, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented:

($ in millions)

(1) Represents amortization expense for intangible assets acquired through business combinations and asset acquisitions

(2) Represents adjustments for integration and acquisition-related expenses

(3) Represents adjustments for corporate restructuring

(4) Represents adjustments related to product wind downs, including the FTR product line within the Company’s On Road segment and the Timbersled product line within the Company’s Off Road segment

(5) Represents adjustments for certain class action litigation-related expenses

(6) Represents impairment charges related to certain property and equipment assets in the Company’s On Road segment

(7) Represents goodwill impairment charges associated with the Company’s On Road segment

(8) Represents impairment charges related to a strategic investment held by the Company

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, cash dividends to shareholders, repurchases and retirement of common stock, and capital requirements 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)

Operating Activities:

The increase in net cash from operating activities was primarily the result of reduced working capital in the nine months ended September 30, 2025 compared to working capital additions in the prior year comparable period, partially offset by lower net income. Net loss was $161.5 million for the nine months ended September 30, 2025, compared to net income of $100.4 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 decreased primarily as a result of a reduction in property, equipment and tooling purchases, as well as strategic investments in the prior year comparable period that did not recur in 2025.

Financing Activities:

Net cash used for financing activities was $459.2 million for the nine months ended September 30, 2025, compared to cash provided by financing activities of $82.8 million for the comparable period in 2024. This change was primarily the result of net repayments under debt arrangements in the nine months ended September 30, 2025 compared to net borrowings under debt arrangements during the comparable period in 2024, as well as lower share repurchases. Net repayments totaled $346.7 million for the nine months ended September 30, 2025, compared to $271.0 million of net borrowings for the comparable period in 2024.

Financing Arrangements:

We were party to an unsecured Master Note Purchase Agreement, as amended and supplemented, under which we previously issued $350.0 million of unsecured senior notes. All outstanding unsecured senior notes were prepaid in full in June 2025 using proceeds of revolving loans under the Company’s unsecured credit facility.

We are also 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 September 30, 2025, there were borrowings of $320.1 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term Loan Facility, on which $481.3 million was outstanding as of September 30, 2025. We are required to make principal payments under the Term Loan Facility totaling $25 million over the next 12 months. We amended 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 agreements governing the credit facility. As of September 30, 2025, we had $1,072.7 million of availability on the Revolving Loan Facility.

In July 2024, the Company amended the credit facility to provide for an incremental unsecured 364-day term loan in the amount of $400.0 million (the “Incremental Term Loan Facility”). At the time of issuance, the Incremental Term Loan Facility had a term ending in July 2025. The Credit Facility Amendment extended the maturity date of the Incremental Term Loan Facility to June 26, 2026. As with other borrowings under the credit facility, interest is charged at rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility.

The agreements governing the facility contain covenants that require the Company to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The agreements require 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 pursuant to a public offering. We received approximately $492 million in net proceeds from the notes offering after deducting the underwriting discount and other fees and expenses. The notes bear interest at a rate of 6.95% per year, with interest payable semi-annually in arrears in March and September of each year. The notes mature in March 2029. The indenture governing the notes is subject to customary covenants and make-whole provisions upon early termination.

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 September 30, 2025.

As of September 30, 2025, we were in compliance with all debt covenants and our debt to total capital ratio was 60 percent. Additionally, as of September 30, 2025, we had letters of credit outstanding of $60.8 million, primarily related to purchase obligations for raw materials.

Share Repurchases:

We did not repurchase shares of our common stock under our share repurchase program during the first nine months of 2025. As of September 30, 2025, 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 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. 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 September 30, 2025, the potential aggregate repurchase obligations were approximately $337.9 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.

Critical Accounting Policies

See our most recent Annual Report on Form 10-K for the year ended December 31, 2024 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, 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.

Potential risks and uncertainties include such factors as the Company’s ability to successfully implement its manufacturing operations strategy and supply chain initiatives; 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; the Company’s ability 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 complete the proposed separation of Indian Motorcycle in a successful and timely basis or at all; 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; the actual amount of pre-tax charges incurred in connection with the separation of our Indian Motorcycle business; 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 (tariff relief or ability to mitigate tariffs, particularly in light of policies of the current presidential administration and retaliatory actions in response thereto); 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 our 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.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 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, 2024. 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 end 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 neutral impact on our gross profit margins for full-year 2025 when compared to 2024.

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 (loss) 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 sales, cost of sales and net (loss) income.

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 (loss) income.

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 as of September 30, 2025:

During the quarter and year-to-date periods ended September 30, 2025, after consideration of the existing foreign currency hedging contracts, foreign currencies had a negative impact on net (loss) income compared to 2024. We expect currencies to have a negative impact on full-year net income in 2025 compared to 2024.

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 (loss) income.

Interest Rates:

We are a party to an unsecured credit facility with various lenders consisting of a $1.4 billion Revolving Loan Facility, a $500.0 million Term Loan Facility and a $400.0 million Incremental Term Loan Facility. Interest accrues on the revolving loan, term loans and Incremental Term Loan Facility at variable rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility. As of September 30, 2025, there was $320.1 million outstanding on the Revolving Loan Facility, $481.3 million outstanding on the Term Loan Facility and $400.0 million outstanding on the Incremental Term Loan Facility. We enter into interest rate swaps in order to manage our exposure to fixed and variable interest rates associated with our debt. We expect interest rates to have a positive impact on full-year net income in 2025 compared to 2024.

Borrowings pursuant to our public 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.

Evaluation of Disclosure 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 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 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, 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 Exchange Act 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 Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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, 2024. Other than the supplemental risk factor provided below, 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.

Our business may be adversely affected by trade matters, including tariffs.

Tariffs on goods imported to the United States, or countermeasures imposed in response to such tariffs, will likely increase the cost of goods for our products and may reduce our ability to sell our products globally, which may adversely affect our operating results and financial condition. 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. We currently procure components from countries subject to such tariffs, which are utilized in our facilities in the United States and Mexico. A portion of our annual sales originate from products manufactured in our facilities in Mexico, and we sell our products globally. 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. The tariff policy environment is rapidly evolving, however, and it is impossible to predict with any certainty the effects that these and any new tariffs may ultimately have on our industry or our financial condition. The ultimate impact of any tariffs will depend on various factors, including how long such tariffs remain in place, the ultimate levels of such tariffs and how other countries respond to the U.S. tariffs. While we have implemented measures to mitigate these potential impacts and continue to evaluate additional measures that may be appropriate, our preliminary analysis indicates the current and proposed tariffs and these other factors may have a material negative effect on our profitability for fiscal 2025. We continue to evaluate these factors and their potential effects.