Second Amendment to the Credit Agreement, dated January 31, 2013



 Exhibit 10.nn 
 Execution Version 
 SECOND AMENDMENT TO CREDIT AGREEMENT 

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 31, 2013, is by and among
Polaris Industries Inc. a Minnesota corporation (the “Borrower” and, collectively with any designated Foreign Borrower, the “Borrowers”), the lenders from time to time party to the Credit Agreement (the
“Lenders”) that are parties hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, one of the Lenders, as lead arranger, lead book runner, and administrative agent for the Lenders, (in such capacity, the
“Agent”). 
 RECITALS 
  

	 	1.	The Borrowers, the Lenders, and the Agent entered into a Credit Agreement dated as of August 18, 2011, as amended by a First Amendment to Credit Agreement dated as
of December 20, 2011 (as so amended, the “Credit Agreement”). 

  

	 	2.	The Borrowers desire to amend certain provisions of the Credit Agreement and the Agent and the Lenders have agreed to make such amendments, subject to the terms and
conditions set forth in this Amendment. 

 AGREEMENT 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby covenant and agree to be bound as follows: 
 Section 1. Capitalized Terms. Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, unless the context otherwise requires. 
 Section 2. Amendments. The Credit Agreement is hereby amended as follows: 
 2.1. Definitions. Article I of the Credit Agreement is amended as follows: 
 (a) The following new definition of “Discretionary Currency” is added: 
 “Discretionary Currency” means any currency other than an Agreed Currency which is requested by the Borrowers and acceptable to an LC Issuer in its sole discretion at the time of each issuance
of a Facility LC to be denominated in such other currency. For the avoidance of doubt, the decision by an LC Issuer to issue a Facility LC denominated in a particular currency (other than an Agreed Currency) shall not imply any agreement by such LC
Issuer to issue future Facility LCs in the same currency. 







 (b) The definitions of “Dollar Amount,” “Facility Termination
Date,” “Guarantor,” “Joint Venture Basket,” “Material Subsidiary,” and “PAI Basket” in Article I of the Credit Agreement are amended and restated in their respective entireties as follows: 

“Dollar Amount” means, on any date of determination, (a) with respect to any amount in Dollars, such
amount and (b) with respect to any amount in an Agreed Currency or Discretionary Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 2.2 using the Exchange Rate with respect to
such Agreed Currency or Discretionary Currency at the time in effect or determined by the LC Issuer pursuant to Section 2.12(a) based on its actual cost of funds and in accordance with its standard practices. 

“Facility Termination Date” means January 31, 2018, or any earlier date on which the Aggregate Commitment
is reduced to zero or otherwise terminated pursuant to the terms hereof. 
 “Guarantor” means the
Subsidiaries party to the Guaranty from time to time. 
 “Joint Venture Basket” means Indebtedness
incurred by, Guaranties made by, or Investments made by, the Company or its Subsidiaries to support the Company’s consumer finance program (other than Acceptance Partnership) or other joint ventures in an aggregate amount not to exceed the
greater of $200,000,000 or twenty percent (20%) of Consolidated Net Worth. For the avoidance of doubt, the Joint Venture Basket shall include obligations to purchase the property of another Person from a creditor of such other Person who has
repossessed such property as a result of a default by such other Person under a retail consumer finance program financing arrangement with such creditor. 
 “Material Subsidiary” means a Subsidiary that is a Guarantor or a Pledged Subsidiary. 
 “PAI Basket” means Guaranties made by, or Investments made by, (i) PAI as a general partner of Acceptance Partnership and (ii) the Company and PAI consisting of capital contributions
or obligations to make capital contributions, in an amount not to exceed the sum of (A) the existing obligations set forth on Schedule 1.4 plus (B) an additional $125,000,000 incurred during the term of this Agreement.

 2.2. Commitment. The first sentence of Section 2.1 of the Credit Agreement is amended and
restated in its entirety as follows: “From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans to the Borrowers in
Agreed Currencies, participate in Facility LCs issued in Agreed Currencies, and participate in 

  
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Facility LCs issued in Discretionary Currencies at the discretion of an LC Issuer, in each case upon the request of the Borrowers; provided, that (i) after giving effect to the making
of each such Loan and the issuance of each such Facility LC, the Dollar Amount of Lender’s Outstanding Credit Exposure shall not exceed its Commitment, and (ii) all Base Rate Loans shall be made in Dollars.” 

2.3. Method of Payment. The following sentence is added to the end of Section 2.12(a):
“Notwithstanding anything to the contrary herein, reimbursements pursuant to Section 2.19.6 of amounts paid by the LC Issuer in respect of Facility LCs shall be paid in Dollars in an amount equal to the Dollar Amount of such amounts
determined by such LC Issuer as of the applicable LC Payment Date.” 
 2.4. Facility LCs.
Section 2.19.1(a) and (c) of the Credit Agreement are amended and restated in their respective entireties as follows: 
 (a) From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Each LC Issuer hereby agrees, on the terms
and conditions set forth in this Agreement, to issue standby and commercial Letters of Credit denominated in Dollars, any other Agreed Currency, or any Discretionary Currency acceptable to such LC Issuer (each Letter of Credit issued on and after
the Effective Date pursuant to this Section 2.19, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a
“Modification”), from time to time from and including the Effective Date and prior to the Facility Termination Date upon the request of a Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the
aggregate Dollar Amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Unless approved by all the Lenders, no Facility LC
shall have an expiry date later than one year after its issuance. 
 (c) If a Borrower so requests, an LC Issuer
may, in its sole and absolute discretion, agree to issue an Auto-Extension Facility LC; provided that any such Auto-Extension Facility LC must permit the LC Issuer to prevent any such extension at least once in each twelve-month period
(commencing with the date of issuance of such Facility LC) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such
Facility LC is issued. Unless otherwise directed by such LC Issuer, the Borrower shall not be required to make a specific request to the LC Issuer for any such extension. Once an Auto-Extension Facility LC has been issued, the Lenders shall be
deemed to have authorized (but may not require) such LC Issuer to permit the extension of such Facility LC at any time; provided, however, that the LC Issuer shall not permit any such extension if (A) the LC Issuer has determined (or has
been advised by the Administrative Agent on or before the day that is seven Business Days before the Non-Extension Notice Date) that it would not be permitted, or would have no 

  
 3 








 
obligation, at such time to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (i) or (ii) of Section 2.19.1(a)
or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have
elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the LC
Issuer not to permit such extension. 
 2.5. Reimbursement by Lenders. Section 2.19.5 of the
Credit Agreement is amended by deleting the phrase “to reimburse the LC Issuer” and replacing it with the phrase “to reimburse the LC Issuer through the Administrative Agent.” 

2.6. Reimbursement by Borrowers. Section 2.19.6 of the Credit Agreement is amended as follows:

  

	 	(a)	The phrase “reimburse the LC Issuer” is replaced with the phrase “reimburse the LC Issuer through the Administrative Agent.”


  

	 	(b)	The phrase “The LC Issuer will pay to each Lender” is replaced with the phrase “The Administrative Agent will pay to each Lender.”


  

	 	(c)	The phrase “such Lender has made payment to the LC Issuer” is replaced with the phrase “such Lender has made payment to the LC Issuer through the
Administrative Agent.” 

 2.7. Cash Collateral. Section 2.19.11 is amended
and restated in its entirety as follows: 
 The Company agrees that it will, upon the request of the
Administrative Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the Lenders in respect of any Facility LC issued for the account of any Borrower,
maintain a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each, a “Facility LC Collateral Account”), in the name of the Company but under the sole dominion and control of the Administrative
Agent, for the benefit of the Lenders and in which neither the Company nor any Foreign Borrower shall have an interest other than as set forth in Section 8.1. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf
of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in a Facility LC Collateral Account to secure
the prompt and complete payment and performance of the Obligations of the Company and the Foreign Borrowers. The Administrative Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit
of U.S. Bank having a maturity not exceeding 30 days. No 

  
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later than the fifth Business Day prior to the Facility Termination Date, the Borrowers will deposit into the Facility LC Collateral Account cash collateral in in an amount equal to the sum of
(a) 105% of the Dollar Amount of LC Obligations with respect to Facility LCs denominated in Agreed Currencies, plus (b) 115% of the Dollar Amount of LC Obligations with respect to Facility LCs denominated in Discretionary
Currencies. Except as specifically required in the preceding sentence, nothing in this Section 2.19.11 shall require, or obligate the Administrative Agent to require, the Company or any Foreign Borrower to deposit any funds in a Facility LC
Collateral Account, or limit the right of the Administrative Agent to release any funds held in a Facility LC Collateral Account in each case other than as required by Section 8.1 

2.8. Subsidiaries. The first sentence of Section 5.8 is amended by deleting the phrase “as of the
Effective Date” and replacing it with the phrase “as of January 31, 2013.” 
 2.9.
Material Subsidiaries. Section 6.2 is amended and restated in its entirety as follows: 
 The
Company shall cause Subsidiaries to be Material Subsidiaries such that, at all times, (a) the Property of the Company and its Material Subsidiaries shall be at least eighty percent (80%) of the aggregate Property of the Company and its
Subsidiaries on a consolidated basis, (b) the revenue of the Company and its Material Subsidiaries for the most recent four fiscal quarters shall be at least eighty percent (80%) of the Consolidated Revenue for such four fiscal quarters
and (c) the net income of the Company and its Material Subsidiaries for the most recent four fiscal quarters shall be at least eighty percent (80%) of the Consolidated Net Income for such four fiscal quarters; provided once a
Subsidiary is a Material Subsidiary it shall remain a Material Subsidiary unless such Material Subsidiary is the subject of a disposition permitted pursuant to Section 6.15. The Company shall update Schedule 5.8 from time to time as necessary
to include any Subsidiary which becomes a Material Subsidiary, but failure to do so shall have no impact on whether a Subsidiary is a Material Subsidiary. 
 2.10. Investments. Section 6.16(viii) is amended and restated in its entirety as follows: 
 (viii) Additional Investments in Foreign Subsidiaries; 
 2.11.
Restricted Payments. Section 6.20 of the Credit Agreement is amended and restated in its entirety to read as follows: 
 Section 6.20 [Reserved.] 
 2.12. Defaults.

 (a) Section 7.12 is amended and restated in its entirety to read as follows: 

  
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 One or more judgments, orders, or decrees shall be entered against the
Company or any one or more of its Subsidiaries involving a liability of $50,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees
(i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (A) the last day on which such judgment, order or
decree becomes final and unappealable or (B) 60 days; 
 (b) Clause (c) of Section 7.13 is
amended by deleting “$10,000,000” where it appears therein and replacing it with “$25,000,000.” 
 2.13. Pricing Schedule. The Pricing Schedule of the Credit Agreement is amended and restated in its entirety as set forth on Exhibit A hereto. 

2.14. Subsidiaries Schedule. Schedule 5.8 of the Credit Agreement is amended and restated in its entirety as
set forth on Exhibit B hereto. 
 Section 3. Effectiveness of Amendments. The amendments in this
Amendment will be effective upon delivery by the Borrowers of, and compliance by the Company with, the following: 
 3.1. This Amendment, duly executed by the Company, the Agent, and the Lenders constituting the Required Lenders (whether the same or different copies) and delivered (including by way of telecopy or
other electronic transmission (including by e-mail in .pdf format), in each case with original signatures to follow promptly thereafter) to the Agent. 
 3.2. A fee letter (the “Amendment Fee Letter”) duly executed by the Company and the Agent for the benefit of the Agent and the Lenders. 

3.3. The Agent shall have received a certificate of an Authorized Officer of the Company (a) certifying that
no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, (b) certifying that the execution, delivery, and performance of this Amendment, the Credit Agreement as amended by this Amendment and the other
documents and agreements required to be delivered by the Company hereunder (collectively, the “Amendment Documents”) have been duly authorized, (c) certifying to and attaching a true and accurate copy of the resolutions or
unanimous written consent of the board of directors of the Company authorizing the execution, delivery, and performance of the Amendment Documents, and (d) certifying that no consent or governmental or regulatory approval is necessary in
connection with the consummation of the Amendment Documents other than any consents or approvals already obtained, copies of which have been delivered to the Agent. 

3.4. The Agent shall have received all fees due and payable to it for the benefit of itself and the Lenders
pursuant to the Amendment Fee Letter. 

  
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 3.5. The Company shall have satisfied such other conditions as
specified by the Agent in writing prior to the execution of this Amendment. 
 Section 4. Affirmation of Credit
Agreement, Further References, Affirmation of Security Interest. The Agent, the Lenders, and the Borrowers each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all
terms, conditions, and provisions of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby amended to refer to
the Credit Agreement as amended by this Amendment. Each Borrower confirms to the Agent and the Lenders that all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants, and representations of the
Borrowers under the Loan Documents and any and all other documents and agreements entered into with respect to the obligations under the Credit Agreement are hereby ratified and affirmed in all respects by the Borrowers. 

Section 5. Merger and Integration, Superseding Effect. This Amendment, on and after the date hereof, embodies the
entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment shall
control with respect to the specific subjects hereof and thereof. 
 Section 6. Severability. Whenever
possible, each provision of this Amendment and the other Amendment Documents and any other statement, instrument, or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted so as to be effective, valid, and
enforceable under the applicable law of any jurisdiction, but if any provision of this Amendment, the other Amendment Documents, or any other statement, instrument, or transaction contemplated hereby or thereby or relating hereto or thereto is held
to be prohibited, invalid, or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity, or unenforceability, without invalidating or rendering unenforceable
the remainder of such provision or the remaining provisions of this Amendment, the other Amendment Documents, or any other statement, instrument, or transaction contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or
affecting the effectiveness, validity, or enforceability of such provision in any other jurisdiction. 
 Section 7.
Successors. The Amendment Documents shall be binding upon the Borrowers, the Lenders, the Agent, and their respective successors and assigns, and shall inure to the benefit of the Borrowers, the Agent, the Lenders, and the successors and
assigns of the Agent and the Lenders. 
 Section 8. Expenses. The Borrowers shall pay the Agent, upon
execution of this Amendment if requested in advance in writing, the fees and expenses as provided in Section 9.6(a) of the Credit Agreement. 
 Section 9. Headings. The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment. 

  
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 Section 10. Counterparts. The Amendment Documents may be executed in
several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document. 

Section 11. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA,
WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL LENDERS, THEIR HOLDING COMPANIES, AND THEIR AFFILIATES. 

[The remainder of this page is intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the date and year first above written. 
  

			
	POLARIS INDUSTRIES INC.
		
	By:	 	/s/ Michael Malone
	Name:	 	Michael W. Malone
	Its:	 	VP – Finance, CFO



  
 Second
Amendment to Credit Agreement 
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	U.S. BANK NATIONAL ASSOCIATION, as a Lender, as LC Issuer and as Administrative Agent
		
	By:	 	/s/ Peter I. Bystol
	Name:	 	Peter I. Bystol
	Its:	 	Senior Vice President



  
 Second
Amendment to Credit Agreement 
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	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	/s/ G. David Cole
	Name:	 	G. David Cole
	Its:	 	Authorized Signatory



  
 Second
Amendment to Credit Agreement 
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Brian Buck
	Name:	 	Brian Buck
	Its:	 	Director



  
 Second
Amendment to Credit Agreement 
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	/s/ Christine Howatt
	Name:	 	Christine Howatt
	Its:	 	Authorized Signatory



  
 Second
Amendment to Credit Agreement 
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	COMERICA BANK, as a Lender
		
	By:	 	/s/ Mark J. Leveille
	Name:	 	Mark J. Leveille
	Its:	 	Vice President
		 	Comerica Bank



  
 Second
Amendment to Credit Agreement 
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	FIFTH THIRD BANK, an Ohio banking corporation, as a Lender
		
	By:	 	/s/ Matthew B. Hils
	Name:	 	Matthew B. Hils
	Its:	 	Vice President/Credit Officer



  
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Amendment to Credit Agreement 
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	BANK OF AMERICA, N.A.,
	as a Lender and as LC Issuer
		
	By:	 	/s/ Marc Sanchez
	Name:	 	Marc Sanchez
	Its:	 	Vice President



  
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Amendment to Credit Agreement 
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	BANK OF THE WEST, as a Lender
		
	By:	 	/s/ Ole Koppang
	 Name:
	 	Ole Koppang
	 Its:
	 	Vice President



  
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Amendment to Credit Agreement 
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	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Ryan Smith
	 Name:
	 	Ryan Smith
	 Its:
	 	Assistant Vice President



  
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Amendment to Credit Agreement 
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	SOVEREIGN BANK, as a Lender
		
	By:	 	/s/ Pedro Bell Astorza
	 Name:
	 	Pedro Bell Astorza
	 Its:
	 	SVP – Large Corporate Banking
		 	Sovereign Bank N.A.
		 	45 East 53rd Street – 10th Floor
		 	New York NY 10022



  
 Second
Amendment to Credit Agreement 
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 EXHIBIT A TO 
 SECOND AMENDMENT TO 
 CREDIT AGREEMENT 

PRICING SCHEDULE 

PRICING SCHEDULE 
  

																	
	 APPLICABLE MARGIN
	  	TIER I STATUS	 	 	TIER II STATUS	 	 	TIER III STATUS	 	 	TIER IV STATUS	 
	 Eurocurrency Rate
	  	 	1.30	% 	 	 	1.20	% 	 	 	1.05	% 	 	 	0.90	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Base Rate
	  	 	0.30	% 	 	 	0.20	% 	 	 	0.05	% 	 	 	0.0	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
					
	 APPLICABLE FEE RATE
	  	TIER I STATUS	 	 	TIER II STATUS	 	 	TIER III STATUS	 	 	TIER IV STATUS	 
	 Facility Fee
	  	 	0.20	% 	 	 	0.15	% 	 	 	0.125	% 	 	 	0.10	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 For the purposes of this Schedule, the following terms have the following meanings, subject to the final
paragraph of this Schedule: 
 “Financials” means the annual or quarterly financial statements of the Company
delivered pursuant to Section 6.1(i) or (ii). 
 “Status” means either Tier I Status, Tier II Status, Tier III
Status or Tier IV Status. 
 “Tier I Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrowers have not qualified for Tier II Status, Tier III Status or Tier IV Status. 
 “Tier II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Tier III
Status or Tier IV Status and (ii) the Leverage Ratio is less than 2.50 to 1.00. 
 “Tier III Status” exists at
any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrowers have not qualified for Tier IV Status and (ii) the Leverage Ratio is less than 1.75 to 1.00. 

“Tier IV Status” exists at any date if as of the last day of the fiscal quarter of the Company referred to in the most recent
Financials the Leverage Ratio is less than 1.00 to 1.00. 
 The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrowers’ Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective from and after the first day of the
first fiscal month immediately following the date on 







 
which the delivery of such Financials is required until the first day of the first fiscal month immediately following the next such date on which delivery of such Financials of the Company and
its Subsidiaries is so required. If the Borrower fails to deliver the Financials to the Administrative Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin
and Applicable Fee Rate set forth in the foregoing table until five days after such Financials are so delivered. 







 EXHIBIT B TO 
 SECOND AMENDMENT TO 
 CREDIT AGREEMENT 

SCHEDULE 5.8 
 Subsidiaries 
 (Attached) 







 SCHEDULE 5.8 
 Subsidiaries 
 Material Subsidiaries 

 

											
	 Name
	  	 Jurisdiction
	  	 Type of

Entity
	  	 Parent
	  	Percentage
Ownership	 
	 Polaris Acceptance Inc.
	  	Minnesota	  	Corporation	  	Polaris Industries Inc. (MN)	  	 	100.00%	  
					
	 Polaris Industries Inc.
	  	Delaware	  	Corporation	  	Polaris Industries Inc. (MN)	  	 	100.00	% 
					
	 Polaris Industries

Manufacturing LLC
	  	Minnesota	  	 Limited
 Liability
Company
	  	Polaris Industries. (DE)	  	 	100.00	% 
					
	 Polaris Sales Inc.
	  	Minnesota	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Polaris Direct Inc.
	  	Minnesota	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Insurance Services

LLC
	  	Minnesota	  	Limited Liability Company	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Polaris Sales Europe Inc.
	  	Minnesota	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Indian Motorcycle

Company
	  	Delaware	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Indian Motorcycle

International, LLC
	  	Delaware	  	Limited Liability Company	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Indian Motorcycle USA LLC
	  	Delaware	  	Limited Liability Company	  	 Indian Motorcycle

International, LLC
	  	 	100.00	% 
					
	 Resilient Technologies

LLC
	  	Wisconsin	  	Limited Liability Company	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Teton Outfitters, LLC
	  	Idaho	  	Limited Liability Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Industries Holdco

LP
	  	 Cayman
 Islands
	  	 Limited

Partnership
	  	Polaris Sales Inc.	  	 	99.99	% 
					
		  		  		  	Polaris Industries LLC	  	 	0.01	% 
					
	 Polaris Industries Ltd.
	  	Manitoba, Canada	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Polaris Sales Australia Pty

Ltd.
	  	Australia	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 








 Material Subsidiaries (continued) 

 

											
	 Name
	  	Jurisdiction	  	Type of
Entity	  	 Parent
	  	Percentage
Ownership	 
	 Polaris Britain Limited
	  	United
 Kingdom
	  	Corporation	  	 Polaris Industries Holdco

LP
	  	 	100.00	% 
					
	 Polaris Scandinavia AB
	  	Sweden	  	Corporation	  	Polaris Britain Limited	  	 	100.00	% 
					
	 Polaris Norway AS
	  	Norway	  	Corporation	  	Polaris Scandinavia AB	  	 	100.00	% 
					
	 Polaris France SAS
	  	France	  	Corporation	  	Polaris Britain Limited	  	 	100.00	% 
					
	 Goupil Industrie S.A.
	  	France	  	Corporation	  	Polaris France SAS	  	 	100.00	% 
					
	 Polaris Germany GmbH
	  	Germany	  	GmbH	  	Polaris Britain Limited	  	 	100.00	% 
					
	 Polaris Sales Spain, S.L.
	  	Spain	  	SL	  	Polaris Britain Limited	  	 	100.00	% 
					
	 Polaris Sales Europe Sarl
	  	Switzerland	  	Sarl	  	Polaris Britain Limited	  	 	100.00	% 
					
	 Swissauto powersports

LLC
	  	Switzerland	  	Sarl	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 North Pole Star LLC
	  	Mexico	  	Limited
Liability
Company	  	Polaris Sales Europe Sarl	  	 	99.00	% 
		  		  	  	Polaris France SA	  	 	1.00	% 
					
	 Victory Motorcycles

Australia Pty Ltd
	  	Australia	  	Corporation	  	 Polaris Sales Australia
 Pty
Ltd.
	  	 	100.00	% 
					
	 Archea Sp. z o.o.
	  	Poland	  	Limited
Liability
Company	  	Polaris Britain Limited	  	 	100.00	% 

 Other Subsidiaries 
  

											
	 Name
	  	Jurisdiction	  	Type of
Entity	  	 Parent
	  	Percentage
Ownership	 
					
	 Polaris of Brazil Import and Trade of Vehicles and Motorcycles LLC
	  	Brazil	  	Limited
Liability
Company	  	Polaris Sales Inc.	  	 	99.99	% 
		  		  	  	Polaris Industries Inc. (DE)	  	 	0.01	% 
					
	 Polaris China Ltd.
	  	China	  	Limited
Liability
Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris India Private Ltd.
	  	India	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Industries LLC
	  	Delaware	  	Limited
Liability
Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 KLIM Europe ApS
	  	Denmark	  	PVT Limited
 Company
	  	Teton Outfitters, LLC	  	 	100.00	% 
					
	 KLIM Canada Ltd.
	  	Canada	  	Corporation	  	Teton Outfitters, LLC	  	 	100.00	% 
					
	 Eicher Polaris Private Ltd.
	  	India	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	50.00	% 


  
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