SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1933
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE
NO. 333 - 94451
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A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW:
POLARIS 401(k) RETIREMENT SAVINGS PLAN
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B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN
AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
POLARIS INDUSTRIES INC.
2100 HIGHWAY 55
MEDINA, MINNESOTA 55340
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POLARIS 401(k) RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
Years Ended December 31, 2001 and 2000
TABLE OF CONTENTS
Report of Independent Auditors for year ended December 31, 2001.............1
Report of Independent Auditors for year ended December 31, 2000.............2
Audited Financial Statements
Statements of Net Assets Available for Benefits........................3
Statements of Changes in Net Assets Available for Benefits.............4
Notes to Financial Statements..........................................5
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).........9
Exhibit 23--Consent of Independent Auditors...............................E-1
i
Report of Independent Auditors
The Plan Administrator
Polaris 401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Polaris 401(k) Retirement Savings Plan as of December 31, 2001 and the
related statement of changes in net assets available for benefits for the year
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001 is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 3, 2002
1
THE FOLLOWING IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED FOR THE YEAR ENDED
DECEMBER 31, 2000; THIS REPORT HAS NOT BEEN REISSUED.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
Polaris 401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Polaris 401(k) Retirement Savings Plan as of December 31, 2000 and 1999, and
the related statement of changes in net assets available for benefits for the
years ended December 31, 2000 and 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Polaris 401(k)
Retirement Savings Plan as of December 31, 2000 and 1999, and the changes in net
assets available for benefits for the year ended December 31, 2000 and 1999, in
conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects, in relation to the basic financial statements
taken as a whole.
Arthur Andersen LLP
Minneapolis, Minnesota,
May 11, 2001
2
Polaris 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2001 2000
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ASSETS
Investments, at fair value $108,881,509 $103,264,077
Accrued income receivable 53 3,363
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Total assets 108,881,562 103,267,440
LIABILITIES
Investment transactions pending (6,349) (40,690)
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Net assets available for benefits $108,875,213 $103,226,750
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See accompanying notes.
3
Polaris 401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2001 2000
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Net assets available for benefits, beginning of year $103,226,750 $92,269,639
Increases during the year:
Contributions:
Employer 5,405,806 5,284,560
Employee 7,965,050 7,801,311
Rollover 616,364 1,114,182
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Total contributions 13,987,220 14,200,053
Investment income (loss):
Interest and dividend income 3,186,736 7,953,846
Net realized and unrealized gain (loss) in
fair value of investments:
Polaris Industries common stock 354,231 151,801
Registered investment companies (6,263,296) (5,279,531)
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Total investment (loss) income (2,722,329) 2,826,116
Distributions to participants (5,588,689) (6,040,454)
Administrative expenses (27,739) (28,604)
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Total deductions (5,616,428) (6,069,058)
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Net increase 5,648,463 10,957,111
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Net assets available for benefits, end of year $108,875,213 $103,226,750
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See accompanying notes.
4
Polaris 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
1. DESCRIPTION OF THE PLAN
The following description of Polaris 401(k) Retirement Savings Plan (the Plan)
provides only general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all employees of
the Plan's sponsor, Polaris Industries Inc. (the Company). Effective January 1,
1999, employees from Polaris Sales, Inc. are also included in the Plan. It is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
PLAN OPERATIONS
Certain administrative costs totaling $10,000 and $143,428 for the plan years
ended December 31, 2001 and 2000, respectively, were paid by the Company.
Administrative costs paid by the Company include trustee/asset custodian fees,
record keeping fees, investment management fees, and legal fees for 2000 and
trustee fees only for 2001.
PLAN ADMINISTRATION
The Plan's trustee, Fidelity Management Trust Company (the Trustee), holds and
invests the assets of the Plan and also distributes the retirement benefits upon
instruction from the plan administrator. The Plan is administered by an
executive committee appointed by the board of directors of the Company.
CONTRIBUTIONS/PARTICIPANT ACCOUNTS
Participants may elect to make contributions (limited to a maximum of 15% of the
participant's compensation, as defined in the Plan) to their account balances.
5
Polaris 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
The Company will make a fully-vested matching contribution to each participant's
account in the Plan of 100% of each dollar of 401(k) contributions up to 5% of
covered compensation. This contribution is intended to satisfy a safe harbor
contribution formula permitted by IRS regulations. By making the safe harbor
matching contribution, the Plan will automatically satisfy the nondiscrimination
requirements which otherwise would apply to 401(k) contributions made to the
Plan.
Plan earnings, as defined, are allocated pro rata based on participants' account
balances.
VESTING
Participants are immediately vested in their pretax and employer contributions,
plus actual earnings thereon.
PARTICIPANT LOANS
Participants may apply for loans from the Plan in amounts of the lesser of 50%
of their vested account balances or $50,000. Loans must be paid back within 5
years; however, this period may be extended to ten years if the loan is utilized
for the acquisition of a primary residence. The interest rate charged on loans
outstanding ranged from 6.75% to 11.50% as of December 31, 2001 and ranged from
9.75% to 11.50% as of December 31, 2000.
DISTRIBUTIONS TO PARTICIPANTS
Employee account balances are distributable upon retirement, disability, death,
termination from the Company, or hardship. Upon the occurrence of one of these
events, a participant (or the participant's beneficiary in the case of death)
may receive his or her account balance as a lump-sum payment or in monthly
payments through an annuity as available per plan provisions.
PLAN AMENDMENT AND TERMINATION
The Company has the right to amend or terminate the Plan, subject to the
provisions of ERISA. In the event of the Plan's termination, all assets of the
Plan will be distributed to participants in accordance with plan provisions.
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Polaris 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments of the Plan are stated at fair value. Shares of registered
investment companies and Polaris Industries Inc. common stock are valued at
quoted market prices, which represent the net asset value of shares held by the
Plan at year-end.
Purchases and sales of securities are reflected on a trade-date basis. Interest
income is recognized when earned. Dividend income is recorded on the ex-dividend
date.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
RECLASSIFICATION
Certain 2000 amounts were reclassified to conform to the 2001 presentation.
3. INVESTMENTS
The investment options of the Plan at December 31, 2001 and 2000 consist of
deposits with 14 funds managed by the Trustee, four externally managed funds,
and the Polaris Stock Fund. Participants elect to have their account balances
invested in one or more of the following funds and may change the fund
investment mix daily via a voice response system or the Internet.
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Polaris 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The following presents investments that represent 5% or more of the Plan's net
assets as of December 31:
2001 2000
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Neuberger Berman Genesis Trust $16,419,165 $13,718,272
Fidelity Puritan Fund 11,416,880 10,981,224
Fidelity Dividend Growth Fund 21,941,246 22,169,138
Fidelity Managed Income Portfolio 18,525,629 14,897,461
Spartan U.S. Equity Fund 25,334,089 29,297,686
4. TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
(IRS) dated October 27, 1999, stating that the Plan is qualified under Section
401(a) of the IRS Code (the Code) and, therefore, the related trust is exempt
from taxation. The plan administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes
that the Plan, as amended, is qualified and the related trust is tax-exempt.
5. PARTY IN INTEREST TRANSACTIONS
The Plan invests in Fidelity funds and Polaris Industries Inc. stock. These
transactions qualify as exempt party in interest transactions.
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SUPPLEMENTAL SCHEDULE
Polaris 401(k) Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Employer Identification Number 41-1797637
Plan Number: 001
December 31, 2001
Description CURRENT VALUE
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Interest Bearing Cash $ 40,072
Pimco Total Return Fund 821,873
Franklin Small Cap Growth Fund 683,089
Neuberger Berman Genesis Trust 16,419,165
Polaris Industries Inc. Common Stock* 1,108,223
Fidelity Puritan Fund* 11,416,880
Fidelity Growth Company Fund* 715,198
Fidelity Blue Chip Growth Fund* 667,227
Fidelity Aggressive Growth Fund* 1,143,738
Fidelity Diversified International Fund* 4,253,588
Fidelity Dividend Growth Fund* 21,941,246
Fidelity Freedom Income Fund* 231,317
Fidelity Freedom 2000 Fund* 34,899
Fidelity Freedom 2010 Fund* 145,992
Fidelity Freedom 2020 Fund* 552,324
Fidelity Freedom 2030 Fund* 242,658
Fidelity Managed Income Portfolio* 18,525,629
Spartan U.S. Equity Fund 25,334,089
Fidelity Freedom 2040 Fund* 248,835
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Total investment funds 104,526,042
Participant loans, with interest rates ranging from
6.75% to 11.50% 4,355,467
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Total investments $108,881,509
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*Denotes party in interest.
9
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 13, 2002 POLARIS 401(k) RETIREMENT SAVINGS PLAN
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By the Members of the 401(k) Retirement
Committee as Plan Administrator
/s/ Thomas C. Tiller
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Thomas C. Tiller
/s/ Michael W. Malone
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Michael W. Malone
/s/ John B. Corness
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John B. Corness
/s/ Thomas J. Rooney
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Thomas J. Rooney
10
POLARIS 401(k) RETIREMENT SAVINGS PLAN
EXHIBIT INDEX
Number Document Method of Filing
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23 Consent of Ernst & Young LLP Filed herewith
electronically
11