Slides
Page 1
Third Quarter 2025 Earnings Presentation October 28, 2025
Page 2
Q3'25 Earnings 10/28/25 2 Safe Harbor & Non-GAAP Measures Except for historical information contained herein, the matters set forth in this presentation are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include such factors as the Company’s ability to successfully implement its manufacturing operations strategy and supply chain initiatives; the Company’s ability to successfully source necessary parts and materials on a timely basis; the ability of the Company to manufacture and deliver products to dealers to meet demand, including as a result of supply chain disruptions; the Company’s ability to identify and meet optimal dealer inventory levels; the Company’s ability to accurately forecast and sustain consumer demand; the Company’s ability to mitigate increasing input costs through pricing or other measures; the Company’s ability to complete the proposed separation of Indian Motorcycle in a successful and timely basis or at all; the Company’s ability to derive the expected benefits from the Indian Motorcycle separation including the separation being accretive, within the expected timeline or at all; the actual amount of pre-tax charges incurred in connection with the separation of our Indian Motorcycle business; product offerings, promotional activities and pricing strategies by competitors that may make our products less attractive to consumers; the Company’s ability to strategically invest in innovation and new products, including as compared to our competitors; economic conditions that impact consumer spending or consumer credit, including recessionary conditions and changes in interest rates; disruptions in manufacturing facilities; product recalls and/or warranty expenses; product rework costs; freight and tariff costs (tariff relief or ability to mitigate tariffs, particularly in light of the policies of the current presidential administration and retaliatory actions in response thereto); environmental and product safety regulatory activity; effects of weather on the Company’s supply chain, manufacturing operations and consumer demand; commodity costs; changes to international trade policies and agreements; uninsured product liability and class action claims (including claims seeking punitive damages) and other litigation expenses incurred due to the nature of the Company’s business; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; uncertainty in the consumer retail and wholesale credit markets; performance of affiliate partners; changes in tax policy; relationships with dealers and suppliers; and the general global economic, social and political environment. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any duty to any person to provide updates to its forward-looking statements except as otherwise may be required by law. The data source for retail sales figures included in this presentation is registration information provided by Polaris dealers in North America and Europe compiled by the Company or Company estimates and other industry data sources. The Company relies on information that its dealers or other third parties supply concerning retail sales, and other retail sales data sources related to Polaris and the powersports industry, and this information is subject to change. Retail sales references to total Company retail sales includes only off-road vehicles (ORV), snowmobiles, On Road and Marine in North America and International unless otherwise noted. This presentation contains certain non-GAAP financial measures, consisting of “adjusted" sales, gross profit margin, (loss) income before income taxes, net (loss) income attributed to Polaris Inc., diluted EPS attributed to Polaris Inc., EPS attributed to Polaris Inc., EBITDA, EBITDA Margin, and free cash flow as measures of our operating performance. Management believes these measures may be useful in performing meaningful comparisons of past and present operating results, and to understand the performance of its ongoing operations and how management views the business. Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial schedules contained in this presentation. These measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with GAAP.
Page 3
Total Company Results(1) Third Quarter Drivers Third Quarter 2025 Overview Delivered Strong Third Quarter Results Q3'25 Earnings 10/28/25 3 Q3’25 Y/Y Change Adjusted Sales $1,838M 7% Adjusted Gross Profit Margin 20.7% 8 bps Adjusted EBITDA Margin 7.6% 160 bps Adjusted EPS $0.41 44% • Results in line with preliminary results announced on Oct. 13, 2025 • Sales at the high-end of guidance, driven by higher- than-expected shipments and positive mix • North America retail up 9% year-over-year • Gained share in Off Road and On Road • Dealer inventory aligned with current demand across most categories; down 21% year-over-year • Margins pressured by tariffs and incentive compensation headwind, partially offset by mix and operational efficiencies o Tariff impact largely in line with expectations • Continue to generate strong cash flow • Company re-introducing 2025 guidance (1) Please refer to the supporting schedules entitled "Non-GAAP Reconciliation" for reconciliations of adjusted or non-GAAP measures to the most directly comparable GAAP financial measures, which can be found in the appendix of this presentation and on our website at www.ir.polaris.com.
Page 4
ORV Recreation and Utility Retail Segment Retail Performance North America Retail Trends and Sentiment Successful FAC Program | Dealer Inventory Aligned with Demand Q3'25 Earnings 10/28/25 4 • Retail Trends in Q3 o ORV Utility up high-teens % and Recreation ex-Youth down low- single digits % o Aided by Polaris Factory Authorized Clearance program (FAC) o ~3 points of ORV share capture driven by new innovation o Indian Motorcycle down mid-single digits % with share gains o Marine down low-double digits % as industry continues to be soft and dealers actively managing inventory • Dealer Sentiment o Dealers more comfortable with their Polaris inventory levels o Excitement around the Polaris RANGER 500 introduction o Polaris remains the innovation leader o Successful FAC program; positive reception after 5-year hiatus • Dealer Inventory Backdrop o Q3’25 Polaris ORV dealer inventory was down 26% year-over-year o ORV ex-Youth down 22% o ORV ex-Youth dealer inventory is now aligned with demand o Constraining Snowmobile shipments in Q4 to right-size inventory -3% 0% -11% 1% 9% Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Recreation Utility ORV y/y In Units -7% -7% -7% 0% 9% Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Marine On Road Off Road PII y/y In Units
Page 5
Camp RZR October 31 - November 1 An off-road experience unlike any other! We Are the Global Leader in Powersports Q3'25 Earnings 10/28/25 5 RZR Factory Race Team Secured Third Consecutive Victory at Baja 400 RZR XP S New 2026 Products RZR, RANGER, Bennington & Snowmobiles
Page 6
Polaris Agrees to Sell Majority Stake in Indian Motorcycle to Carolwood LP A win for both companies A more focused Polaris for accelerated growth: Creates a more simplified portfolio focused on our strongest opportunities for profitable growth and industry-leading innovation Unlocking shareholder value: Post separation, expected to be accretive to Polaris adjusted EBITDA margins and adjusted earnings per share Support for Indian Motorcycle’s next stage of success: Indian Motorcycle gains a strong partner that believes in the brand and future Q3'25 Earnings 10/28/25 6
Page 7
Updated Estimate for 2025 Tariff Impact* 4-Pronged Tariff Mitigation Strategy Current Tariff Picture and Mitigation Strategy Estimated New FY'25 Tariff P&L Impact to be ~$90 Million; Q4'25 Impact ~$40 Million Q3'25 Earnings 10/28/25 7 Tariff % $ Millions China 30% $60 - $70 Mexico 25% ~$15 Rest of World 10% ~$35 Commodities 50% ~$20 Section 301** 25% $50-$60 Updated New Tariff Impact Estimate* $130 - $140 • Supply Chain and Manufacturing o Continue to execute mitigation strategy o Longer-term plan to reduce all China spend by ~80% relative to 2024 levels o Currently over 95% of U.S. imports from Mexico are USMCA qualified o Negotiating tariff pass-through impact with suppliers • Reprioritizing Markets and Pricing o Evaluating pricing strategies • Government Affairs o Meeting with members of Congress and the Administration • Continuing to Evaluate Discretionary Spending *Estimated tariff impact in FY 2025, pre-mitigation actions as of October 27, 2025 **Part of original guidance given January 28, 2025 and in FY 2025 Budget
Page 8
Adjusted* Sales Financial Highlights (Y/Y) Adjusted* EBITDA Q3 2025 Financial Results Strong Quarter and Well-Positioned to Create Execute Q3'25 Earnings 10/28/25 8 • Adjusted* quarterly sales of $1.8B, up 7% o Shipped to high-end of our ORV expectations o Higher mix in ORV o Reported international sales up 2% o Reported PG&A sales up over 20%; record quarter for parts sales • Adjusted* EBITDA margin down 160 bps o Tariffs and incentive compensation headwind $35 million of new tariff impact o Favorable mix and operational efficiencies • Adjusted* EPS of $0.41 • Other items: o Net interest expense of $33M o Average outstanding diluted shares ~57M o $159 million in Cash Flow from Operations ($142 million FCF) *Please refer to the supporting schedules entitled "Non-GAAP Reconciliation" for reconciliations of adjusted or non-GAAP measures to the most directly comparable GAAP financial measures, which can be found in the appendix of this presentation and on our website at www.ir.polaris.com. $1,722 ($99) $206 $9 $1,838 Q3 2024 Volume Mix/ Net Price/ Cost FX Q3 2025 $159 ($21) $42 ($3) ($2) $140 ($35) Q3 2024 Volume Mix/ Net Price/ Cost Tariffs Operating Expenses FX Q3 2025 Margin 9.2% Margin 7.6%
Page 9
Q3’25 Y/Y Change Sales $1,510M 8% Gross Profit Margin 22.3% 104 bps Market Share (N.A.) Off-Road Vehicles Q3 Results & Y/Y Change Q3 PII Call-outs Retail Sales Off Road Q3 Summary Robust Retail Coupled with Large Share Gains | Dealer Inventory Now Aligned with Demand Q3'25 Earnings 10/28/25 9 • N.A. ORV Retail up 9% year-over-year o Polaris RANGER up mid-twenties % o ORV dealer inventory down 26% versus prior year o Dealer inventory now aligned with demand • Gained ~3 points of market share in ORV • Successful FAC marketing program • Favorable mix helped offset tariffs • Neutral net price as higher pricing offset elevated promo • Operational savings continue to be realized (1)International retail data through August 2025 and based primarily on Europe North America 8% International 3% Wholegoods 3% PG&A 22% North America International(1) POLARIS INDUSTRY POLARIS INDUSTRY ORV 9% LOW-SINGLE DIGITS % LOW-TEENS % LOW-SINGLE DIGITS % Utility HIGH-TEENS % Recreation HIGH-SINGLE DIGITS % Snowmobiles N/A (OFF-SEASON)
Page 10
Q3’25 Y/Y Change Sales $229M 3% *Adj. Gross Profit Margin 16.6% 23 bps Market Share (N.A.) Indian Motorcycle Q3 Results & Y/Y Change Q3 PII Call-outs Retail Sales On Road Q3 Summary Share Gains Continue for Indian Motorcycle in a Challenging Environment Q3'25 Earnings 10/28/25 10 • Continued market softness driving revenue decline • Modest share gain in North America Indian Motorcycle • International markets remain softer than North America • Margin remains pressured by mix, partially offset by strong performance at Aixam North America 8% International 2% Wholegoods 6% PG&A 6% North America International(1) POLARIS INDUSTRY POLARIS INDUSTRY Indian Motorcycle MID-SINGLE DIGITS % MID-SINGLE DIGITS % LOW- TWENTIES % MID-TEENS % *Please refer to the supporting schedules entitled "Non-GAAP Reconciliation" for reconciliations of adjusted or non-GAAP measures to the most directly comparable GAAP financial measures, which can be found in the appendix of this presentation and on our website at www.ir.polaris.com. (1)International retail data through August 2025 and based primarily on Europe
Page 11
(1)Retail and market share based on September 2025 SSI data, subject to change Q3 Results & Y/Y Change Q3 PII Call-outs Retail Sales(1) Marine Q3 Summary Dealer Inventory Normalizing | Positive Uptake of New Pontoons Q3'25 Earnings 10/28/25 11 • Sales growth driven by dealers ordering entry-level pontoons • Dealer inventory down ~17% year-over-year as we continue to align with demand • Flattish share in Pontoons; winning back share in entry segment • Dealers still cautious; Pontoon industry down low double digits % year-over-year • Margins negatively impacted by mix Q3’25 Y/Y Change Sales $103M 20% Gross Profit Margin 11.4% 81 bps Market Share (N.A.) Marine(1) North America POLARIS INDUSTRY Pontoons LOW-DOUBLE DIGITS % LOW-DOUBLE DIGITS % Deck Boats HIGH-SINGLE DIGITS % MID-TEENS %
Page 12
2025 Capital Deployment Priorities Key Financial Metrics Financial Position $142 Million in Q3 Free Cash Flow* Given Strong Execution Within Working Capital Management Q3'25 Earnings 10/28/25 12 Driving Working Capital Efficiencies $ in millions #1 Priority – Strategic Investments Invest in higher-margin profitable growth #2 Priority – Dividends Dividend Aristocrat – 30 consecutive years of raising dividend #3 Priority – Pay Down Debt Actions to reduce net leverage ratio • Improving clean build • Aligning connection between demand, procurement and build processes • Commonizing parts across vehicles • Optimizing payables management Cash $336 Capex (YTD) $118 Total Debt $1,735 Dividends (YTD) $113 Net Leverage Ratio 3.0x *Please refer to the supporting schedules entitled "Non-GAAP Reconciliation" for reconciliations of adjusted or non-GAAP measures to the most directly comparable GAAP financial measures, which can be found in the appendix of this presentation and on our website at www.ir.polaris.com. 2% 4% 5% 2% 2019 2021 2023 2025 Estimated Working Capital % of Sales
Page 13
Expect to Finish the Year Strong Q3'25 Earnings 10/28/25 13 2025 Full-Year Planning Assumptions • Adjusted Sales expected to be $6.9 billion to $7.1 billion, in line with original guidance provided in January • Industry retail demand expected to be flattish in an elevated promotional environment o Polaris expected to end the year with higher share • Estimated P&L tariff impact from new tariffs to be ~$90 million o Tariff estimates derived from known tariff rates as of October 27, 2025 • Adjusted Gross Profit Margin expected to be approximately 19% o Excluding the impact of tariffs, we believe gross margin would be in line with the original guidance provided in January (20.1% - 20.4%) • Higher year-over-year operating expenses in Q4 due to headwind from incentive compensation • Expect Q4 GAAP impairments due to announced sale of Indian Motorcycle (disclosed in Form 8-k filed on 10/14/2025) • Adjusted EPS expected to be approximately ($0.05) o Excluding the impact of tariffs, we believe adjusted EPS would be in line with the original guidance provided in January at ~$1.10
Page 14
Powering Passion and Pioneering New Possibilities for All Those Who Play, Work and Think Outside Q3'25 Earnings 10/28/25 14 Closing Comments • Strong Q3 results • Alignment of dealer inventory with demand • Continue to launch innovative products that are expected to gain share, deliver on customer needs and provide strong value propositions • Driving our Lean strategy to realize additional operational efficiencies • Executing on our tariff mitigation strategy • Working to complete the Indian Motorcycle transaction in Q1 2026 • Remain committed to long-term strategy to drive growth and margin expansion 14
Page 15
Q & A
Page 16
Q3'25 Earnings 10/28/25 16 Appendix • Non-GAAP Reconciliations – Total Company • Non-GAAP Reconciliations – Net (Loss) Income to Adjusted EBITDA • Non-GAAP Reconciliations – Segments • Non-GAAP Reconciliations – Free Cash Flow
Page 17
Q3'25 Earnings 10/28/25 17 Non-GAAP Reconciliations – Total Company Reconciliation of GAAP "Reported" Results to Non-GAAP "Adjusted" Results (In Millions, Except Per Share Data; Unaudited) Three months ended September 30, Nine months ended September 30, Full Year 2025 2024 2025 2024 2024 Sales 1,841.6 1,722.4 5,230.1 5,420.0 7,175.4 Product wind downs (3) (3.6) — (7.9) — (0.7) Adjusted sales 1,838.0 1,722.4 5,222.2 5,420.0 7,174.7 Gross profit 380.3 354.6 984.5 1,108.9 1,466.8 Restructuring (2) — 3.2 1.8 7.1 7.6 Product wind downs (3) 0.1 — 9.3 — 11.1 Adjusted gross profit 380.4 357.8 995.6 1,116.0 1,485.5 Gross profit margin 20.6 % 20.6 % 18.8 % 20.5 % 20.4 % Adjusted gross profit margin 20.7 % 20.8 % 19.1 % 20.6 % 20.7 % (Loss) income before income taxes (12.1) 35.0 (175.8) 128.6 140.8 Acquisition-related costs (1) 0.1 0.5 0.1 1.2 1.4 Restructuring (2) 2.7 11.5 8.2 22.5 23.4 Product wind downs (3) 0.2 — 9.5 — 11.8 Intangible amortization (4) 4.4 4.4 13.2 13.3 17.7 Class action litigation expenses (5) 1.5 1.5 6.5 5.4 7.0 Intangible asset and investment impairment (6) — — — — 29.5 Long-lived asset impairment (7) 42.3 — 42.3 — — Goodwill impairment (8) — — 52.6 — — Investment impairment (9) — — 49.4 — — Adjusted income before income taxes 39.1 52.9 6.0 171.0 231.6 Net (loss) income attributable to Polaris Inc. (15.8) 27.7 (161.9) 100.2 110.8 Acquisition-related costs (1) 0.1 0.3 0.1 0.9 1.0 Restructuring (2) 2.2 8.7 6.3 17.1 17.8 Product wind downs (3) 0.1 — 7.2 — 9.0 Intangible amortization (4) 3.4 3.3 10.1 10.1 13.5 Class action litigation expenses (5) 1.1 1.2 4.9 4.2 5.4 Intangible asset and investment impairment (6) — — — — 27.3 Long-lived asset impairment (7) 32.2 — 32.2 — — Goodwill impairment (8) — — 52.6 — — Investment impairment (9) — — 43.6 — — Adjusted net income (loss) attributable to Polaris Inc.(10) $ 23.3 $ 41.2 $ (4.9) $ 132.5 $ 184.8 Diluted EPS attributable to Polaris Inc. $ (0.28) $ 0.49 $ (2.84) $ 1.76 $ 1.95 Acquisition-related costs (1) — 0.01 — 0.02 0.02 Restructuring (2) 0.04 0.15 0.10 0.30 0.31 Product wind downs (3) — — 0.13 — 0.16 Intangible amortization (4) 0.06 0.06 0.18 0.18 0.24 Class action litigation expenses (5) 0.02 0.02 0.08 0.07 0.09 Intangible asset and investment impairment (6) — — — — 0.48 Long-lived asset impairment (7) 0.57 — 0.57 — — Goodwill impairment (8) — — 0.92 — — Investment impairment (9) — — 0.77 — — Adjusted EPS attributable to Polaris Inc. (10) $ 0.41 $ 0.73 $ (0.09) $ 2.33 $ 3.25 Adjustments: (1) Represents adjustments for integration and acquisition-related expenses (2) Represents adjustments for corporate restructuring (3) Represents adjustments related to product wind downs, including the FTR product line within the Company's On Road segment and the Timbersled product line within the Company's Off Road segment (4) Represents amortization expense for intangible assets acquired through business combinations (5) Represents adjustments for certain class action litigation-related expenses (6) Represents impairment charges related to other intangible assets associated with the Company's Off Road segment and an impairment charge related to an investment held by the Company (7) Represents impairment charges related to certain property and equipment assets in the Company's On Road segment (8) Represents goodwill impairment charges associated with the Company's On Road segment (9) Represents impairment charges related to a strategic investment held by the Company (10) The Company used its estimated statutory tax rate of 23.8% for the non-GAAP adjustments in 2025 and 2024, except for non- deductible items
Page 18
Q3'25 Earnings 10/28/25 18 Non-GAAP Reconciliations – Net (Loss) Income to Adjusted EBITDA Reconciliation of Net (Loss) Income to Adjusted EBITDA (In Millions, Unaudited) Three months ended September 30, Nine months ended September 30, Full Year 2025 2024 2025 2024 2024 Adjusted sales 1,838.0 1,722.4 5,222.2 5,420.0 7,174.7 Net (loss) income (15.7) 27.6 (161.5) 100.4 111.2 Provision (benefit) for income taxes 3.6 7.4 (14.3) 28.2 29.6 Interest expense 33.1 36.2 100.4 102.7 137.0 Depreciation 66.7 68.4 201.0 190.9 264.4 Intangible amortization (1) 5.9 6.0 17.9 15.9 21.9 Acquisition-related costs (2) 0.1 0.5 0.1 1.2 1.4 Restructuring (3) 2.7 11.5 8.2 22.5 23.4 Product wind downs (4) 0.2 — 9.5 — 10.0 Class action litigation expenses (5) 1.5 1.5 6.5 5.4 7.0 Intangible asset and investment impairment (6) — — — — 29.5 Long-lived asset impairment (7) 42.3 — 42.3 — — Goodwill impairment (8) — — 52.6 — — Investment impairment (9) — — 49.4 — — Adjusted EBITDA $ 140.4 $ 159.1 $ 312.1 $ 467.2 $ 635.4 Adjusted EBITDA Margin 7.6 % 9.2 % 6.0 % 8.6 % 8.9 % Adjustments: (1) Represents amortization expense for intangible assets acquired through business combinations and asset acquisitions (2) Represents adjustments for integration and acquisition-related expenses (3) Represents adjustments for corporate restructuring (4) Represents adjustments related to product wind downs, including the FTR product line within the Company's On Road segment and the Timbersled product line within the Company's Off Road segment (5) Represents adjustments for certain class action litigation-related expenses (6) Represents impairment charges related to other intangible assets associated with the Company's Off Road segment and an impairment charge related to an investment held by the Company (7) Represents impairment charges related to certain property and equipment assets in the Company's On Road segment (8) Represents goodwill impairment charges associated with the Company's On Road segment (9) Represents impairment charges related to a strategic investment held by the Company
Page 19
Q3'25 Earnings 10/28/25 19 Non-GAAP Reconciliations – Segments Reconciliation of GAAP Segment Gross Profit to Non-GAAP Segment Gross Profit (In Millions, Unaudited) Three months ended September 30, Nine months ended September 30, Full Year 2025 2024 2025 2024 2024 Off Road segment gross profit $ 336.3 $ 297.4 $ 815.9 $ 852.6 1,160.5 Restructuring (1) — 0.9 1.2 4.1 4.3 Product wind down (2) (0.7) — 6.2 — — Adjusted Off Road segment gross profit 335.6 298.3 823.3 856.7 1,164.8 On Road segment gross profit 36.7 39.9 128.4 161.4 179.4 Restructuring (1) — — — — 0.1 Product wind down (2) 0.8 — 3.1 — 11.1 Adjusted On Road segment gross profit 37.5 39.9 131.5 161.4 190.6 Marine segment gross profit 11.8 10.6 52.7 56.9 80.6 Restructuring (1) — — — — 0.1 Adjusted Marine segment gross profit 11.8 10.6 52.7 56.9 80.7 Corporate gross profit (4.5) 6.7 (12.5) 38.0 46.3 Restructuring (1) — 2.3 0.6 3.0 3.1 Adjusted Corporate gross profit (4.5) 9.0 (11.9) 41.0 49.4 Total gross profit 380.3 354.6 984.5 1,108.9 1,466.8 Restructuring (1) — 3.2 1.8 7.1 7.6 Product wind downs (2) 0.1 — 9.3 — 11.1 Adjusted total gross profit $ 380.4 $ 357.8 $ 995.6 $ 1,116.0 1,485.5 Adjustments: (1) Represents adjustments for corporate restructuring (2) Represents adjustments related to product wind downs, including the FTR product line within the Company's On Road segment and the Timbersled product line within the Company's Off Road segment
Page 20
Q3'25 Earnings 10/28/25 20 Non-GAAP Reconciliations – Segments Reconciliation of GAAP Segment Sales to Non-GAAP Segment Sales (In Millions, Unaudited) Adjustments: (1) Represents adjustments for the wind down of the FTR product line within the Company's On Road segment Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 On Road segment sales $ 228.5 $ 236.5 $ 739.3 $ 807.0 Product wind down (1) (2.9) — (9.8) — Adjusted On Road segment sales 225.6 236.5 729.5 807.0
Page 21
Q3'25 Earnings 10/28/25 21 Non-GAAP Reconciliations – Cash Flow Reconciliation of GAAP Operating Cash Flow to Non-GAAP Adjusted Free Cash Flow (In Millions, Unaudited) Three months ended September 30, Nine months ended September 30, Full Year 2025 2024 2025 2024 2024 Net cash provided by operating activities 158.8 21.0 562.3 61.9 268.2 Purchase of property and equipment (42.1) (53.4) (118.2) (192.7) (261.7) Distributions from (investment in) finance affiliate, net 25.0 15.9 41.4 42.4 58.2 Adjusted free cash flow $ 141.7 $ (16.5) $ 485.5 $ (88.4) $ 64.7 Key Definitions: This presentation contains certain GAAP financial measures which have been "adjusted" for certain revenues, expenses, gains and losses and include “adjusted" gross profit, income before taxes, net (loss) income, EBITDA, EBITDA margin, and net (loss) income per diluted share (non-GAAP measures) as measures of our operating performance. Management believes these measures may be useful in performing meaningful comparisons of past and present operating results, to understand the performance of its ongoing operations and how management views the business. These measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with GAAP. The Company has not provided a reconciliation of financial guidance in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable, without unreasonable efforts, to forecast certain items required to develop meaningful comparable GAAP financial measures. These items include sales related to product wind downs and restructuring and acquisition integration costs that are difficult to predict in advance in order to include in a GAAP estimate.