Polaris Inc. · NYSE:PII

Polaris — Polaris Industries — Merger or Acquisition (May 2018)

16 slides from Polaris's merger presentation, May 30, 2018

  1. Slide 1: Acquisition of Boat Holdings, LLC

    POLARIS INDUSTRIES INC. Acquisition of Boat Holdings, LLC May 30, 2018

  2. Slide 2: Forward Looking Statements and Important Disclosures

    FORWARD LOOKING STATEMENTS AND IMPORTANT DISCLOSURES Except for historical information contained herein, the matters set forth in this presentation, including management’s expectations regarding the effective purchase price, financing of the purchase price, timing of closing, synergies and other ben

  3. Slide 3: Transaction Overview

    Transaction Overview Scott W. Wine Chairman and Chief Executive Officer 3

  4. Slide 4: Transaction Overview

    TRANSACTION OVERVIEW Acquiring Boat Holdings, LLC (“Boat Holdings”); expect Q3’18 close #1 manufacturer of pontoon boats ~$560 million in sales (FY 2017) $805 million purchase price; ~9.5 EBITDA, net of NPV of estimated future tax benefits Immediately accretive to EPS in 2018 Strong, experienced lea

  5. Slide 5: Strategic Rationale

    STRATEGIC RATIONALE Extends Powersports Plus leadership position with #1 manufacturer of pontoon boats Leadership ~500 dealers primarily in the U.S. and Canada; long-standing, strong relationships Broadens and diversifies Polaris’ range of powersports offerings Growth Engine Pontoon market is one of

  6. Slide 6: Business Overview

    Business Overview Bob Mack Senior Vice President, Corporate Development & Strategy President, Global Adjacent Markets 6

  7. Slide 7: Business Overview

    BUSINESS OVERVIEW Summary 2017 Results #1 seller of pontoon boats in the U.S. FREE CASH FLOW NET SALES EBITDA Portfolio of iconic brands CONVERSION Bennington, Godfrey, Hurricane and Rinker Extensive and loyal dealer network ~500 active dealers ~$560M ~$75M 100%+ Headquartered in Elkhart, Indiana (1

  8. Slide 8: Attractive Market Dynamics

    ATTRACTIVE MARKET DYNAMICS Powerboats Market is an $8+ billion opportunity Boat Holdings Leading the Pontoon Market (FY 2017) Pontoon boats are a large and growing segment Bennington® / Godfrey Tracker® Pontoon Boats® Boat Holdings 6-year retail sales CAGR = 8% 26% Forest River Marine (Market Share)

  9. Slide 9: Competitive Advantage: Product Line-up

    COMPETITIVE ADVANTAGE: PRODUCT LINE-UP % of 2017 Sales Brands Products / Market Base Retail Selling Price Q Series $40,000 - $150,000 Refined Luxury #1 Pontoon Brand R Series $31,000 - $100,000 Luxury & Performance ~70% G Series $23,000 - $60,000 Mid-Class Luxury S Series $14,000 - $40,000 Fish & Cr

  10. Slide 10: Competitive Advantage: Dealer Network / Lean Manufacturing

    COMPETITIVE ADVANTAGE: DEALER NETWORK / LEAN MFG Expansive Dealer Network Lean Manufacturing Stable, year-round assembly Three manufacturing campuses Two in Elkhart, Indiana; one in Syracuse, Indiana Operates build-to-order manufacturing process Maintains lowest inventory levels in the industry 100%

  11. Slide 11: Financial Overview

    Financial Overview Mike Speetzen Executive Vice President – Finance Chief Financial Officer 11

  12. Slide 12: Financial Summary

    FINANCIAL SUMMARY Purchase $805 million: $725 million paid at closing, $100 million paid over 12 years (NPV = $80 million) Price EV/EBITDA multiple ~9.5x 2017 EBITDA (net of NPV of estimated future tax benefits) Expected to be immediately accretive to EPS in 2018, excluding purchase acctg./acquisiti

  13. Slide 13: Attractive Revenue and EBITDA Growth

    ATTRACTIVE REVENUE AND EBITDA GROWTH Boat Holdings Sales* Boat Holdings EBITDA* ($ in millions) ($ in millions) 5-Yr CAGR = +22% 5-Yr CAGR = +23% (13% excl. acquisitions in 2015) (20% excl. acquisitions in 2015) Bennington Bennington ~$560 ~$75 Godfrey, Hurricane, Rinker $485 Godfrey, Hurricane, Rin

  14. Slide 14: Summary

    Summary Scott W. Wine Chairman and Chief Executive Officer 14

  15. Slide 15: Closing Comments

    CLOSING COMMENTS Strategically important “Share Play” #1 Share player in fast-growing pontoon segment with great products, brands and distribution Increases share offerings and growth opportunities in outdoor recreation market Expands “share of wallet” opportunity with our customers, 30% of whom own

  16. Slide 16: Acquisition of Boat Holdings, LLC Q&A

    Acquisition of Boat Holdings, LLC May 30, 2018 Q&A 16

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