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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-11411 POLARIS INC. (Exact name of registrant as specified in its charter) Minnesota 41-1790959 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2100 Highway 55, Medina, Minnesota 55340 (Address of Principal Executive Offices) (Zip Code) (763) 542-0500 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act Title of Class Trading Symbols Name of Each Exchange on Which Registered Common Stock, $.01 par value PII New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $5,675,268,000 as of June 30, 2020, based upon the last sales price per share of the registrant’s Common Stock, as reported on the New York Stock Exchange on such date. As of February 9, 2021, 61,970,286 shares of Common Stock, $.01 par value, of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held on April 29, 2021 to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report (the “2021 Proxy Statement”), are incorporated by reference into Part III of this Form 10-K. Table of Contents POLARIS INC. 2020 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS Page PART I Item 1. Business 3 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 20 Item 2. Properties 21 Item 3. Legal Proceedings 22 Item 4. Mine Safety Disclosures 22 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. [Reserved] 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 37 Item 8. Financial Statements and Supplementary Data 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 75 Item 9A. Controls and Procedures 75 Item 9B. Other Information 76 PART III Item 10. Directors, Executive Officers and Corporate Governance 76 Item 11. Executive Compensation 76 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 76 Item 13. Certain Relationships and Related Transactions, and Director Independence 76 Item 14. Principal Accounting Fees and Services 76 PART IV Item 15. Exhibits, Financial Statement Schedules 77 Item 16. Form 10-K Summary 77 Signatures 83 2 Table of Contents PART I Item 1. Business Polaris Inc., formerly known as Polaris Industries Inc., a Minnesota corporation, was formed in 1994 and is the successor to Polaris Industries Partners LP. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Polaris Inc., its subsidiaries and its predecessors, which began doing business in 1954. We design, engineer and manufacture powersports vehicles which include, Off-Road Vehicles (ORV), including All-Terrain Vehicles (ATV) and side-by-side vehicles for recreational and utility use, Snowmobiles, Motorcycles, Global Adjacent Markets vehicles, including Commercial, Government and Defense vehicles, and Boats. Polaris also designs and manufactures or sources parts, garments and accessories (PG&A) related to its vehicles and aftermarket products and services for off-road and on-road vehicles. Polaris products are sold online and through dealers, distributors, and retail stores principally located in the United States, Canada, Western Europe, Australia, and Mexico. Business Segments We operate in six business segments; ORV, Snowmobiles, Motorcycles, Global Adjacent Markets, Aftermarket, and Boats. Our products are sold through a network of approximately 2,300 independent dealers in North America, approximately 1,400 independent international dealers through over 30 subsidiaries, and approximately 90 independent distributors in over 120 countries outside of North America. A majority of our dealers and distributors are multi-line and also carry competitor products, however few carry our full line of products and, while relatively consistent, the actual number of dealers can vary from time to time. We also sell through a network of brick-and-mortar retail centers. Off-Road Vehicles: ORVs are four-wheel vehicles designed for off-road use and traversing a wide variety of terrain, including dunes, trails, and mud. The vehicles can be multi- passenger or single passenger, are used for recreation in such sports as fishing and hunting and for trail and dune riding, and for utility purposes on farms, ranches, and construction sites. The ORV industry is comprised of ATVs and side-by-side vehicles. Internationally, ATVs and side-by-sides are sold primarily in Western European countries by similar manufacturers as in North America. Estimated North America and worldwide ORV industry retail sales are summarized as follows: Twelve months ended December 31, Estimated* Approximate Industry Sales (in units) 2020 2019 2018 North America ATV retail sales 345,000 260,000 260,000 North America side-by-side retail sales 640,000 510,000 475,000 North America ORV retail sales 985,000 770,000 735,000 Worldwide ATV retail sales 465,000 380,000 370,000 Worldwide side-by-side retail sales 690,000 550,000 530,000 Worldwide ORV retail sales 1,155,000 930,000 900,000 *Estimates 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. See Market and Industry Data section for additional information. The side-by-side market has increased consistently over the past several years primarily due to continued innovation by manufacturers. More recently, the COVID- 19 pandemic has boosted both ATV and side-by-side sales as these products provide an attractive social-distancing solution for new and existing Powersports customers. In 2020, we continued to be the North America market share leader in Off-Road Vehicles. Our ORV lineup includes the RZR sport side-by-side, the RANGER utility side-by-side, the GENERAL crossover side-by-side, and the Sportsman ATV. The full line (excluding military vehicles) spans 85 models, including two-, four- and six-wheel drive general purpose, recreational, and commercial vehicles. In many of our segments, we offer youth, value, mid-size, premium and extreme- performance vehicles, which come in both single passenger and multi-passenger seating arrangements. Key 2020 ORV product introductions included the fully redesigned SPORTSMAN 450 & SPORTSMAN 570, SPORTSMAN 570 ULTIMATE TRAIL LE, RANGER XP1000 NORTHSTAR ULTIMATE, RANGER XP1000 TRAIL BOSS, GENERAL XP1000 PURSUIT EDITION, GENERAL XP1000 FACTORY CUSTOM EDITION, GENERAL 1000 SPORT, RZR TURBO S LIFTED LIME LE, RZR PROXP ORANGE MADNESS LE & OUTLAW 70 EFI. 3 Table of Contents We design, engineer, produce or supply a variety of replacement parts and Polaris Engineered Accessories for our ORVs. ORV accessories include winches, bumper/brushguards, plows, racks, wheels and tires, pull-behinds, cab systems, lighting and audio systems, cargo box accessories, tracks and oil. We also market a full line of gear and apparel related to our ORVs, including helmets, jackets, gloves, pants and hats. Gear and apparel is designed to our specifications, purchased from independent vendors and sold by us through our dealers, distributors, and online.

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