Polaris Inc.

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:

Operating Activities:

The increase in net cash from operating activities was primarily the result of reduced working capital in the six months ended June 30, 2025 compared to working capital additions in the prior year comparable period, partially offset by lower net income. Net loss was $145.8 million for the six months ended June 30, 2025, compared to net income of $72.8 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 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 $328.9 million for the six months ended June 30, 2025, compared to cash provided by financing activities of $87.4 million for the comparable period in 2024. This change was primarily the result of net repayments under debt arrangements in the six months ended June 30, 2025 compared to net borrowings under debt arrangements during the comparable period in 2024, as well as lower share repurchases. Net repayments totaled $253.5 million for the six months ended June 30, 2025, compared to $239.2 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. The 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 June 30, 2025, there were borrowings of $400.0 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term Loan Facility, on which $487.5 million was outstanding as of June 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 June 30, 2025, we had $992.8 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 credit facility was amended in December 2024 and, as part of such amendment, the interest coverage ratio covenant definition was revised to be based on Adjusted EBITDA to interest expense. 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 $43.2 million was outstanding as of June 30, 2025.

As of June 30, 2025, we were in compliance with all debt covenants and our debt to total capital ratio was 61 percent. Additionally, as of June 30, 2025, we had letters of credit outstanding of $41.4 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 six months of 2025. As of June 30, 2025, up to an additional $1,109.3 million of shares of our common stock remain 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 June 30, 2025, the potential aggregate repurchase obligations were approximately $357.6 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.