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ARCTIC CAT INC. FORM 10-K TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission File Number: 0-18607

ARCTIC CAT INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (763) 354-1800

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         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 o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required 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 ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter was approximately: $128,689,574.

         At June 4, 2010, the registrant had 12,041,115 shares of Common Stock and 6,102,000 shares of Class B Common Stock outstanding.

Documents Incorporated by Reference:

         Portions of the registrant's Proxy Statement for its Annual Meeting of Shareholders currently scheduled to be held on August 5, 2010 are incorporated by reference into Part III of this Form 10-K, to the extent described in such Part.

Table of Contents

ARCTIC CAT INC.

FORM 10-K

TABLE OF CONTENTS

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PART I

ITEM 1.    BUSINESS

        Arctic Cat Inc., a Minnesota corporation, (the "Company" or "Arctic Cat"), is based in Thief River Falls, Minnesota. The Company operates and designs, engineers, manufactures and markets snowmobiles and all-terrain vehicles (ATVs) under the Arctic Cat® brand name, as well as related parts, garments and accessories. The Company markets its products through a network of independent dealers located throughout the United States, Canada, and Europe and through distributors representing dealers in Europe, South America, the Middle East, Asia and other international markets. The Arctic Cat brand name has existed for nearly 50 years and is among the most widely recognized and respected names in the snowmobile industry. The Company trades on the NASDAQ Global Select Market under the symbol ACAT.

Industry Background

        Snowmobiles—The snowmobile, developed in the 1950s, was originally intended to be used as a utility vehicle, but today the overwhelming majority of the industry's sales are for recreational use. Between the late 1950s and early 1970s, the industry expanded dramatically reaching a peak of over 100 manufacturers and a high of nearly 495,000 units sold to retail customers in North America in 1971. Today the number of major industry participants has decreased to four, Arctic Cat, Bombardier Recreational Products (BRP), Polaris and Yamaha. The Company believes there are currently more significant barriers to entry into the snowmobile market than existed in the 1970s. These barriers include increased brand loyalty, long-standing dealer and distributor networks and relationships, emission regulations, cost of four stroke engine development, manufacturing and engineering expertise and higher initial start-up costs. Industry-wide snowmobile sales to retail customers in North America were approximately 90,000 units for the 2010 model year.

        All-Terrain Vehicles (ATVs)—The ATV industry evolved from the three-wheel model that was developed in the early 1970s to the four-wheel models that are sold today. The most popular ATV use is general recreation, followed by hunting/fishing, farm/ranch use, hauling/towing, transportation, and commercial uses. From 1970 to 1986, the number of ATVs retailed in the United States continued to grow until reaching an initial peak of 535,000 units in 1986. From 1987 to 1991, the number of ATVs sold declined to a low of approximately 147,000 units. From 1991 to 2004 sales of ATVs grew to 814,000 units, however, ATV sales have declined each year since. Industry-wide sales were 321,000 units in the United States and 60,000 units in Canada in calendar 2009. Major competitors in the industry include Honda, Yamaha, Kawasaki, BRP, Polaris and Suzuki.

Products

        Snowmobiles—The Company produces a full line of snowmobiles, consisting of 42 models, marketed under the Arctic Cat brand name, and designed to satisfy various market niches. The 2010 Arctic Cat models carry suggested U.S. retail prices ranging from $6,699 to $14,999 excluding a youth model which is sold at a suggested U.S. retail price of $2,499. Arctic Cat snowmobiles are sold in the United States, Canada, Scandinavia, Russia and other international markets.

        The Company's 2010 year snowmobile models are categorized as Performance, Mountain, Crossover, Touring and Utility. The Company markets: Performance models under the names F series, CFR, Z1, Z1 Turbo and Sno Pro; Mountain models under the name M series; Crossover models under the name Crossfire; Touring models under the name T series; and Utility models under the name Bearcat. In addition, to encourage family involvement in snowmobiling, the Company offers a youth snowmobile marketed under the Sno Pro120 name.

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        The Company believes the Arctic Cat brand name enjoys a premier image among snowmobile enthusiasts and that its snowmobiles have a long-standing reputation for quality, performance, fuel management, style, comfort, ride and handling. Arctic Cat snowmobiles offer a wide range of standard and optional features which enhance their operation, riding comfort and performance. Such features include electronic fuel injection (EFI), direct drive, hydraulic disc brakes, remote starters, heated seats, and a technologically advanced front and rear suspension. The Company was the first in the snowmobile industry to utilize four stroke engines to reduce emissions. The Company subsequently introduced a snowmobile with a turbo charged four-stroke inter-cooled engine, and for the 2007 model year, the first four-stroke engine designed specifically for a snowmobile. For the 2009 model year, the Company introduced a 177 horsepower turbo charged EFI four stroke engine, the most powerful production snowmobile engine in history.

        Arctic Cat focuses on new product development in order to grow its market share and introduces at least one new model every year. These new models are consistently the Company's best sellers in their respective category. In the 2010 model year, approximately 90 percent of the Company's snowmobile sales were from models or model variations not available three years earlier. Some recent examples of the success of Arctic Cat's new products include the following: American Snowmobiler voted the 2010 Sno Pro 500 the Best Sled of the Year, the 2010 M8 HCR the Best Mountain Sled, and the TZ1 Turbo LXR the Best Touring sled; Sledhead 24-7 Television voted the 2010 Crossfire 800 Sno Pro the Best Crossover Snowmobile; Snowtech Magazine voted the 2010 Z1 Turbo EXT The Ultimate Crossover Sled; Supertrax Magazine voted the 2010 TZ1 Turbo LXR the Best In Class Touring Snowmobile; and Off-Road.com voted the 2010 M8 Sno Pro Mountain Sled of the Year. Racers riding Arctic Cat snowmobiles won numerous events and championship points titles in the 2010 model year in all major disciplines of racing including snocross, cross-country, oval, and hillclimb.

        For the last three fiscal years ended 2010, 2009 and 2008 snowmobiles accounted for 36%, 37% and 26%, respectively, of the Company's revenues.

        All-Terrain Vehicles (ATVs)—In December 1995, the Company introduced its first ATV. Since that time the Arctic Cat line has grown to 17 models. Features like fully independent front and rear suspensions, hydraulic disc brakes, hi-low range transmission, long travel suspension with high ground clearance, MRP Speedracks, automatic transmissions, selectable 2WD/4WD shaft drive, locking differentials, electronic fuel injection, a large fuel tank, and newly introduced power steering, all make Arctic Cat ATVs consumer friendly. The Company has special two rider models that provide a proper alternative for customers that want to ride double on an ATV. The 2010 Arctic Cat ATV models carry suggested U.S. retail prices ranging from $3,999 to $12,999, excluding youth models which are sold at suggested U.S. retail prices ranging from $2,599 to $3,349.

        The Company introduced its new Prowler Utility Terrain Vehicle (UTV) into the utility ATV vehicle segment in 2006. The Prowler is configured with a variety of different engines manufactured by the Company, a rear cargo box, dual bucket seats as well as Arctic Cat's renowned long travel, suspension and ride characteristics. In fiscal year 2010 the UTV line consisted of three models with retail prices of $10,999 to $14,499.

        In 2007 the Company introduced the industry's first diesel ATV, capable of using biodiesel fuels and in 2008 the Company introduced the Thundercat 1000, the ATV with the largest displacement engine in the industry.

        Arctic Cat has continued to expand into international markets by focusing on new product development, adding new distributors, entering new territories, and developing new markets. In July 2005, the Company acquired a 100% interest in a European company to strengthen its European presence, and further expand its ATV model offerings for on-road use, the most prevalent use in Europe.

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        Arctic Cat believes its ATVs are recognized for their power, durability, utility, suspension, style and are well received within the market. In 2006, All Terrain Vehicle Magazine awarded the Arctic Cat 250 the best entry level ATV and the Arctic Cat TRV as the best value. Farm Industry News awarded the Arctic Cat 400 4X4 best ground clearance in class. In 2007, ATV Magazine crowned the Arctic Cat Prowler XT the best trail recreational side-by-side. In 2008, ATV Magazine nominated the Thundercat as ATV of the Year and All Terrain Vehicle Magazine voted the Prowler XTX 700 as Best UTV in the Industry. Also in 2008, Affinity Powersports Media voted the Thundercat "Best in Class". In 2009, All Terrain Vehicle Magazine voted Prowler 550 Best In Class, which is the third consecutive year the Prowler was voted best UTV. Racers driving the Arctic Cat Prowler UTVs swept first and second place in the 2008 Baja 1000 with the XTZ1000 and the XTX700. This was the first time a UTV had won this grueling terrain race. Again in 2010, we delivered another record-setting performance and swept the entire 2009 SCORE Series, including the Baja 250, 500 and 1000.

        For the last three fiscal years ended 2010, 2009, and 2008 ATVs accounted for 42%, 44%, and 56%, respectively, of the Company's revenues.

        Parts, Garments and Accessories—The Company is the exclusive provider of genuine Arctic Cat snowmobile and ATV parts, garments and accessories. Included are replacement parts and accessory items to upgrade Arctic Cat snowmobiles such as electric start and reverse kits, luggage racks and bags, backrests, machine covers, windshields, and colored accessories. Other items include maintenance supplies such as oil and fuel additives, track studs and carbide runners. Arctic Cat ATV parts and accessories include winch kits, snow plow kits, MRP Speedrack accessories, portable lights, utility bags, track kits, Speedpoint attachments and maintenance supplies.

        The Company offers snowmobile garments for adults and children under the "Arcticwear" and "Drift" labels. Suits, jackets, pants and accessory garments are offered in a wide variety of styles and sizes combining fashion with functional utility designed for the demands of snowmobiling and other winter activities. The Arcticwear line of clothing also includes pull-overs, riding gloves, hats, helmets, boots, gear bags, sweatshirts, T-shirts, and caps. The colors and designs of many of these items are coordinated with specific Arctic Cat snowmobile models.

        The Company offers ATV garments under the "Arcticwear ATV Gear" label. This line of clothing is geared toward function and comfort and includes suits, jackets, gloves, helmets, gear bags, sweatshirts, T-shirts, and caps.

        For the last three fiscal years ended 2010, 2009 and 2008 parts, garments and accessories accounted for 22%, 19% and 18%, respectively, of the Company's revenues.

Manufacturing and Engineering

        Arctic Cat snowmobiles and most ATVs are manufactured at the Company's facilities in Thief River Falls, Minnesota. A Taiwanese company manufactures 90cc to 450cc ATVs for Arctic Cat. The Company has a facility in Bucyrus, Ohio which houses its parts, garments and accessories distribution operations. The Company has strategically identified specific core manufacturing competencies for vertical integration and has chosen outside vendors to provide other parts. The Company has developed relationships with selected high quality vendors in order to obtain access to particular capabilities and technologies outside the scope of the Company's expertise. The Company designs component parts often in cooperation with its vendors, contracts with them for the development of tooling, and then enters into agreements with these vendors to purchase component parts manufactured utilizing the tooling. In its vertically integrated operations, the Company manufactures foam seats, and machines, welds and paints other components. The Company completes the total assembly of most of its products at its facilities in Thief River Falls. Manufacturing operations include robotics as well as digital and computer-automated equipment to speed production, reduce costs and improve the quality, fit and finish of every product. The Company believes that most raw materials used in its manufacturing

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process and most component parts, with the exception of engines are available from multiple alternative vendors on relatively short notice at competitive prices.

        Suzuki Motor Corporation ("Suzuki") has manufactured snowmobile engines, and through fiscal 2008 certain ATV engines for the Company pursuant to supply agreements which has been automatically renewed annually unless terminated. During late fiscal 2005, the Company began manufacturing certain of its own designed ATV engines as part of a strategic first step in a new engine program. The Company believes that having the capability to design and manufacture its own ATV engines enables Arctic Cat to offer customers more choices, provide excellent value, lower Japanese yen currency exposure and enhance its long-term competitive position. In 2007, the Company transitioned its engine manufacturing from the Thief River Falls facility to its new facility in St. Cloud, Minnesota. Beginning in fiscal 2009, substantially all of the Company's ATVs use engines that are produced from the Company's engine facility or purchased separately or as part of the 90cc to 450cc units the Company receives from a Taiwanese supplier.

        On June 4, 2010 Arctic Cat signed an agreement under which Arctic Cat will discontinue the purchase of snowmobile engines from Suzuki following the 2014 model year. Suzuki has been a good long term supplier of snowmobile engines. However, this new agreement will allow Arctic Cat to gain more control of its products and enhance its ability to meet regulatory and performance requirements. Arctic Cat will expand its snowmobile engine design capabilities, work with a variety of vendors for various engine services, as well as better maximize its current engine manufacturing capacity.

        The Company and Suzuki have enjoyed an excellent relationship since the Company's inception. Suzuki purchased approximately 31% of the Company's then outstanding capital stock in July 1988, prior to the Company's initial public offering in July of 1990, and is currently the Company's largest shareholder with approximately 34% of the Company's outstanding capital stock.

        Since the Company began snowmobile production, it has followed a build-to-order policy to control inventory levels. Under this policy, the Company only manufactures a number of snowmobiles equivalent to the orders received from its dealers and distributors, plus a number of uncommitted units used for dealer and market development, in-house testing and miscellaneous promotional purposes.

        Most sales of snowmobiles to retail customers begin in the early fall and continue during the winter. Orders by dealers and distributors for each year's production are placed in the spring following dealer and distributor meetings. Snowmobiles are built commencing in the late spring and continuing through late autumn.

        Retail sales of ATVs occur throughout the year with seasonal highs occurring in the spring and fall. The Company builds and purchases ATVs throughout the year to coincide with dealer and consumer demand.

        The Company is committed to an ongoing engineering program dedicated to innovation and to continued improvements in the quality and performance of its products as well as new product introduction. The Company currently employs 124 individuals in the design and development of new and existing products, with an additional 20 individuals directly involved in the testing of snowmobiles and ATVs in normal and extraordinary conditions. In addition, snowmobiles and ATVs are tested in conditions and locations similar to those in which they are used. The Company uses computer-aided design and manufacturing systems to shorten the time between initial concept and final production. For fiscal years ended 2010, 2009, and 2008, the Company spent approximately $12,926,000, $18,404,000, and $18,343,000, respectively, on engineering, research and development. In addition, utilizing their particular expertise, the Company's vendors regularly test and apply new technologies to the design and production of component parts.

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Sales and Marketing

        The Company's products are currently sold through an extensive network of independent dealers located throughout the United States, Canada, and Europe and through distributors representing dealers in Europe, South America, the Middle East, Asia and other international markets. To promote new dealerships and to service its existing dealer network, the Company also employs sales representatives throughout the United States and Canada.

        The Company's dealers enter into a three year contract and are required to maintain status as an authorized dealer in order to continue selling the Company's products. To obtain and maintain such status, dealers are expected to order a sufficient number of snowmobiles and/or ATVs to service their market area adequately. In addition, the dealers must perform service on these units and maintain satisfactory service performance levels, and their mechanics are expected to complete special training provided by the Company. Dealers are also expected to carry adequate levels of inventory of genuine Arctic Cat parts, garments and accessories. As is typical in the industry, most of the Company's dealers also sell some combination of motorcycles, marine products, lawn and garden products and other related products.

        The Company utilizes distributors in some countries outside the United States and Canada to take advantage of their knowledge and experience in their respective markets and to increase market penetration of its products. Canadian sales are made in Canadian dollars, nearly all of which are financed through a certain Canadian financial institution. Most sales to distributors outside North America are made in U.S. dollars and are supported to some extent by letters of credit.

        The Company's sales and marketing efforts are comprised of dealer and consumer promotions, direct advertising and cooperative advertising programs with its dealers. The Company and its distributors usually conduct dealer shows annually in order to introduce the upcoming year's models and to promote dealer orders. Marketing activities are designed to promote directly to consumers. Products are advertised and promoted by the Company in consumer magazines, online and through other media. In addition, the Company engages in extensive dealer cooperative advertising, on a local and national level, whereby the Company and its dealers share advertising costs. Each season the Company produces promotional films, product brochures, point of purchase displays, leaflets, posters and banners, and other promotional items for use by dealers. The Company also participates in key regional consumer shows and rallies with dealers and sponsors independent racers who participate in snowmobile races throughout the world. In order for its dealers and distributors to remain price competitive and to reduce retail inventories, the Company will from time to time make available to them rebate programs, discounts, or other incentives. In order to build brand loyalty the Company publishes online, during the year, magazines called Pride (snowmobile) and Ride (ATV and Prowler).

        The Company places strong emphasis on identifying and addressing the specific needs of its customers by periodically conducting dealer and consumer focus group meetings and surveys.

        The Company warrants its snowmobiles and ATVs under a limited warranty against defects in materials and workmanship for a period generally ranging from six months to one year from the date of retail sale or for a period of 90 days from the date of commercial or rental use. Repairs or replacements under warranty are administered through the Company's dealers and distributors.

Competition

        The snowmobile and ATV markets are highly competitive, based on a number of factors, including performance, ride, suspension, innovation, technology, styling, fit and finish, brand loyalty, reliability, durability, price and distribution. The Company believes Arctic Cat snowmobiles and ATVs are highly regarded by consumers in all of these competitive categories. Certain of the Company's competitors are

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more diversified and have financial and marketing resources which are substantially greater than those of the Company.

Regulation

        Both federal and state authorities have vigorous environmental control requirements relating to air, water and noise pollution that affect the manufacturing operations of the Company. The Company endeavors to insure that its facilities comply with all applicable environmental regulations and standards.

        Certain materials used in snowmobile, ATV and Prowler manufacturing that are toxic, flammable, corrosive or reactive are classified by the federal and state governments as "hazardous materials." Control of these substances is regulated by the Environmental Protection Agency (EPA) and various state pollution control agencies, which require reports and inspection of facilities to monitor compliance. The Company's manufacturing facilities are subject to the regulations promulgated by, and may be inspected by, the Occupational Safety and Health Administration.

        The Consumer Product Safety Commission ("CPSC") has federal oversight over product safety issues related to snowmobiles, ATVs and Prowlers and from time to time promulgates rules related to safety. For example, in August 2006, the CPSC issued a Notice of Proposed Rulemaking to establish mandatory safety standards for ATVs. The proposed rule mainly would require all ATV manufacturers to comply with certain safety standards which were voluntary, were complied with by the Company and have since become a mandatory rule under the Consumer Product Safety Improvement Act ("Act") passed by Congress in August 2008. In October 2009, the CPSC issued an Advance Notice of Proposed Rulemaking to establish mandatory safety standards for Recreational Off-Highway Vehicles (ROVs). The CPSC has not issued final rules in either of these matters. Various states have also promulgated safety regulations regarding snowmobiles ATVs and Prowlers, none of which have had a materially more burdensome impact on the Company than CPSC regulations.

        The Act also includes a provision that requires all manufacturers and distributors who import into or distribute certain products in the United States to comply with provisions which limit the amount of lead paint and lead content that can exist in snowmobiles and ATVs sold in the United States designed and intended primarily for children twelve years of age and younger and requires strict testing to determine relevant lead levels The Company does not believe these restrictions have had or will have a material adverse effect on the Company or negatively impact its business to any greater degree than those of its competitors who sell children's products in the United States.

        The EPA adopted regulations affecting snowmobiles and ATVs for model years 2006 and beyond. The Company believes that it is and will be in compliance with these regulations. The Company supports balanced and appropriate programs that educate the customer on the safe use of its products and protect the environment.

        The Company is a member of the International Snowmobile Manufacturers Association (ISMA), a trade association formed to promote safety in the manufacture and use of snowmobiles, among other things. The ISMA is currently made up of Arctic Cat, BRP, Yamaha, and Polaris. The ISMA members are also members of the Snowmobile Safety and Certification Committee (SSCC), which promulgated voluntary safety standards for snowmobiles. The SSCC standards, which require testing and evaluation by an independent testing laboratory of each model category produced by participating snowmobile manufacturers, have been adopted by the Canadian Ministry of Transport. Following the development of the SSCC standards, the U.S. Consumer Products Safety Commission denied a petition to develop a mandatory federal safety standard for snowmobiles in light of the high degree of adherence to the SSCC standards in the United States. Since the Company's inception, all of its models have complied with the SSCC standards.

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        The Company is a member of the Specialty Vehicle Institute of America (SVIA), a trade association organized to foster and promote the safe and responsible use of ATVs manufactured and/or distributed throughout the United States. The Company is also a member of the Canadian Off-Highway Vehicle Distributors Council (COHV), as well as the All-Terrain Vehicle Association Europe (ATVEA).

Effects of Weather

        While from time to time lack of snowfall in a particular region may adversely affect snowmobile retail sales within that region, the Company works to mitigate this effect by taking snowmobile orders in the spring for the following winter season. In the past, weather conditions have materially affected snowmobile sales and there is no assurance that weather conditions will not materially affect the Company's future sales of snowmobiles, ATVs and parts, garments and accessories.

Employees

        At March 31, 2010, the Company had 1,350 employees including 325 salaried and 1,025 hourly and production personnel. The Company's employees are not represented by a union or subject to a collective bargaining agreement. The Company has never experienced a strike or work stoppage and considers its relations with its employees to be excellent.

Intellectual Property

        The Company makes an effort to patent significant innovations that it considers patentable and owns numerous patents for its snowmobiles, ATVs and other products. Trademarks are also important to the Company's snowmobile, ATVs and related parts, garments and accessories business activities. The Company has a program of trademark enforcement to eliminate the unauthorized use of its trademarks, thereby strengthening their value. The Company believes that its "Arctic Cat" registered trademark is its most significant trademark. Additionally, the Company has numerous registered trademarks, trade names and logos, both in the United States and internationally.

Financial Information about Geographic Areas

        Financial information regarding domestic and geographic areas is included in Note K, Segment Reporting, of the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

Available Information

        The Company is subject to the reporting requirements of the Securities Exchange Act of 1934 and its rules and regulations (the "1934 Act"). The 1934 Act requires the Company to file reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Copies of these reports, proxy statements and other information can be read and copied at: SEC Public Reference Room, 100 F Street, N.E., Washington D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC's home page at http://www.sec.gov.

        The Company has a Web site at www.arcticcat.com, the contents of which are not part of or incorporated by reference into this Annual Report on Form 10-K. The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports, available on its Web site, free of charge, as soon as reasonably practicable after such report has been filed with or furnished to, the SEC. The Company's Code of Conduct, as well as any waivers from and amendments to the Code of Conduct, are also posted on the Company's Web site.

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EXECUTIVE OFFICERS OF REGISTRANT

        Mr. Twomey has been Chairman of the Company since 2003, President and Chief Executive Officer of the Company since 1986 and a director since 1987.

        Mr. Jordan has been President and Chief Operating Officer since August 2008. Prior to joining the Company, Mr. Jordan worked for The Home Depot in Atlanta, Georgia for five years, most recently serving as a Vice President of The Home Depot, with responsibility for running the THD At-Home Services, Inc. business. Previously, Mr. Jordan held various management positions at General Electric Company.

        Mr. Delmore has been Chief Financial Officer of the Company since 1986 and has been Corporate Secretary of the Company since 1989. Mr. Delmore, a CPA with seven years of prior public accounting experience, joined the Company in 1985 as Controller.

        Mr. Blount has been Vice President—Human Resources since 1996. Mr. Blount has over 30 years of Human Resource experience in the manufacturing field. Prior to joining the Company, Mr. Blount worked as Vice President-Human Resources for a Minnesota-based company.

        Mr. Fisher has been Vice President—Operations since May, 2010. Prior to joining the Company, Mr. Fisher worked for Ingersoll Rand, where he served as business leader of the Trane Residential Divisions operations for 5 years. Before joining Ingersoll Rand, Mr. Fisher was employed by Maytag Corporation for approximately 21 years, most recently as Vice President of Southwest Operations for Maytag's Hoover Vacuum Division.

        Mr. Skime has been Vice President—Snowmobile Research and Development of the Company since its inception in 1983 and has been employed in the snowmobile industry for over 40 years.

        Ms. Walker has been Vice President—General Manager, Parts, Garments and Accessories since November 2007. Prior to joining the Company, Ms. Walker had been with a Minnesota-based company, 3M for 26 years, most recently serving as General Manager of Building Safety Solutions, a position that had global responsibility for business units containing window film and fire protection products.

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ITEM 1A.    RISK FACTORS

        The following are significant factors known to the Company that could adversely affect the Company's business, financial condition, or operating results, as well as adversely affect the value of an investment in the Company's common stock. These risks could cause Arctic Cat's actual results to differ materially from its historical experience and from results predicted by forward-looking statements. All forward-looking statements made by Arctic Cat are qualified by the risks described below. There may be additional risks that are not presently material or known. You should carefully consider each of the following risks and all other information set forth in this Annual Report on Form 10-K.

General Economic Conditions and Certain Other External Factors

        Companies within the snowmobile and ATV industry are subject to volatility in operating results due to external factors such as general economic conditions, including high unemployment. Specific factors affecting the industry include:

•

Overall consumer confidence and the level of discretionary consumer spending;



•

Interest rates, related higher dealer floorplan costs



•

Sales incentives and promotional costs



•

Adverse impact on margins due to increases in raw material and transportation costs which companies are unable to pass on to dealers without negatively affecting sales; and



•

Fluctuation in foreign currency exchange rates.

        The economic recession currently being experienced has negatively impacted our sales and the Company may continue to suffer lower sales levels until the end or near the end of the recession.

The Company's products are subject to extensive federal and state safety, environmental and other government regulation that may require the Company to incur expenses or modify product offerings in order to maintain compliance with the actions of regulators.

        The Company's products are subject to extensive laws and regulations relating to safety, environmental and other regulations promulgated by the U.S. and Canadian federal governments and individual states and provinces as well as international regulatory authorities. Although the Company believes that its snowmobiles, and ATVs have always complied with applicable vehicle safety and emissions standards and related regulations, there can be no assurance that future regulations will not require additional safety standards or emission reductions that would require additional expenses and/or modification of product offerings in order to maintain such compliance. Although the Company is unable to predict the ultimate impact of adopted or proposed regulations on its business and operating results, the Company believes that its business would be no more adversely affected than those of its competitors by the adoption of any pending laws or regulations.

A significant adverse determination in any material product liability claim against the Company could adversely affect its operating results or financial condition.

        Accidents involving personal injury and property damage occur in the use of snowmobiles and ATVs. Claims have been made against the Company from time to time. It is the Company's policy to vigorously defend against these actions. The Company presently maintains product liability insurance on a "per occurrence" basis (with coverage being provided in respect of accidents which occurred during the policy year, regardless of when the related claim is made) in the amount of $10,000,000 in the aggregate, with a $10,000,000 self-insured retention. While Arctic Cat does not believe the outcome of any pending product liability litigation will have a material adverse effect on its operations, no

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assurance can be given that material product liability claims against Arctic Cat will not be made in the future. Adverse determination of material product liability claims made against Arctic Cat could adversely affect its operating results or financial condition.

Significant repair and/or replacement with respect to product warranty claims or product recalls could have a material adverse impact on the results of operations.

        The Company provides a limited warranty for a period of six months for its ATVs and one year for its snowmobiles. The Company may provide longer warranties in certain geographical markets as determined by local regulations and market conditions. Although the Company employs quality control procedures, sometimes a product is distributed which needs repair or replacement. The Company's standard warranties require the Company or its dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Historically, product recalls have been administered through the Company's dealers and distributors and have not had a material effect on the Company's business. See Note A of Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Changing weather conditions may reduce demand for certain Arctic Cat products and negatively impact net sales.

        Lack of snowfall in any year in any particular region of the United States or Canada may adversely affect snowmobile retail sales and related parts, garments and accessories sales in that region. There is no assurance that weather conditions will not materially affect the Company's future sales of snowmobiles, ATVs, and parts, garments and accessories.

The Company faces intense competition in all product lines, from competitors that have greater financial and marketing resources. Failure to compete effectively against competitors would negatively impact the Company's business and operating results.

        The snowmobile and ATV markets in the United States and Canada are highly competitive. Competition in such markets is based upon a number of factors, including performance, ride, suspension, innovation, technology, styling, fit and finish, brand loyalty, reliability, durability, price and distribution. At the dealer level, competition is based on a number of factors including sales and marketing support programs (such as sales incentives and cooperative advertising). The Company's competitors are more diversified and have financial and marketing resources which are substantially greater than those of the Company. In addition, the Company's products compete with many other recreational products for the discretionary spending of consumers and to a lesser extent, with other vehicles designed for utility applications. If the Company is not able to effectively compete in this environment, its business and operating results will be negatively impacted.

Termination or interruption of supply arrangements could have a material adverse effect on the Company's business or results of operations.

        Suzuki has manufactured snowmobile engines and through fiscal 2008 certain ATV engines for the Company pursuant to supply agreements which have been automatically renewed annually. During late fiscal 2005, the Company began manufacturing certain of its own designed ATV engines as part of a strategic first step in a new engine program. The Company believes that having the capability to design and manufacture its own ATV engines enables Arctic Cat to offer customers more choices, provide excellent value, lower Japanese yen currency exposure and enhance its long-term competitive position. In 2007, the Company transitioned its engine manufacturing from the Thief River Falls facility to its new facility in St. Cloud, Minnesota. Beginning in fiscal 2009, substantially all the Company's ATVs use engines that are produced from the Company's engine facility or purchased separately or as part of the 50cc to 450cc units the Company receives from a Taiwanese supplier.

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        On June 4, 2010 Arctic Cat signed an agreement under which Arctic Cat will discontinue the purchase of snowmobile engines from Suzuki following the 2014 model year. Suzuki has been a good long term supplier of snowmobile engines. However, this new agreement will allow Arctic Cat to gain more control of its products and enhance its ability to meet regulatory and performance requirements. Arctic Cat will expand its snowmobile engine design capabilities, work with a variety of vendors for various engine services, as well as better maximize its current engine manufacturing capacity.

        While the Company anticipates no significant difficulties in obtaining substitute supply arrangements for other raw materials or components for which it relies upon limited sources of supply, there can be no assurance that alternate supply arrangements will be made on satisfactory terms.

Interruption of dealer floorplan financing could have a material impact on the Company's business operations.

        The Company has agreements with GE Commercial Distribution Finance in the United States and Textron Financial Corporation (TFC) in Canada to provide snowmobile and ATV floor plan financing for the Company's North American dealers. These agreements improve the Company's liquidity by financing dealer purchases of products without requiring substantial use of the Company's working capital. The Company is paid by the floorplan companies shortly after shipment and as part of its marketing programs the Company pays the floor plan financing of its dealers for certain set time periods depending on the size of a dealer's order. The Company's agreements with TFC to floorplan its Canadian dealers terminates April 30, 2012. On December 22, 2008, Textron announced plans to exit the non-captive dealer floorplan business. While the Company anticipates securing another dealer floorplan source for its Canadian dealers there can be no assurance that an alternative source will be secured before the termination of its agreements with TFC or that the costs and other terms of such new financing source will not be significantly less favorable to the Company than has historically been available.

        In addition the U.S. dealer floor plan agreement contains covenants which the Company might be unable to meet in some future period requiring the need for waivers or replacement financing.

Termination, interruption or nonrenewal of bank credit agreements could have a material adverse affect on the Company's business or results of operations.

        The seasonality of the Company's snowmobile production cycle and the lead time between the commencement of snowmobile and ATV production in the spring and commencement of shipments late in the first quarter resulting in significant fluctuations in the Company's working capital requirements during each year. Historically, the Company has financed its working capital requirements out of available cash balances at the beginning and end of the production cycle and with short-term bank borrowings during the middle of this cycle. While the Company expects to continue with its current multi-year working capital financing agreement from its lender, given the turmoil in the economy and banking sector, there can be no assurance that working capital financing arrangements will remain available or that the costs and other terms of new financing arrangements will not be significantly less favorable to the Company than has historically been available.

        In addition the Company's current bank credit agreement contains covenants which the Company might be unable to meet in some future period requiring the need for waivers or replacement financing.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

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ITEM 2.    PROPERTIES

        The following sets forth the Company's material property holdings as of March 31, 2010.

ITEM 3.    LEGAL PROCEEDINGS

        Accidents involving personal injury and property damage occur in the use of snowmobiles and ATVs. Claims have been made against the Company from time to time. It is the Company's policy to vigorously defend against these actions. The Company is not involved in any legal proceedings which it believes will have the potential for a materially adverse impact on the Company's business or financial condition.

        Product liability insurance is presently maintained by the Company on a "per occurrence" basis (with coverage being provided in respect of accidents which occurred during the policy year, regardless of when the related claim is made) in the amount of $10,000,000 in the aggregate, with a $10,000,000 self-insured retention. The Company believes such insurance is adequate.

ITEM 4.    (REMOVED AND RESERVED)

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        The Company's common stock is traded on The NASDAQ Global Select Market under the NASDAQ symbol "ACAT". Quotations below represent the high and low sale prices as reported by NASDAQ. The Company's stock began trading on NASDAQ on June 26, 1990.

        As of June 4, 2010, the Company had approximately 366 stockholders of record, including the nominee of Depository Trust Company which held 11,420,634 shares of common stock.

Cash Dividends Paid

        Cash dividends were declared quarterly and had been paid through the third quarter of fiscal year 2009 since 1995. In response to the continuing economic recession and to conserve cash, the Company suspended quarterly cash dividends on its common stock effective January 29, 2009. During the first three quarters of fiscal year 2009, the Company paid dividends of $0.07 per quarter or $0.21 for the fiscal year.

Company Purchases of Company Equity Securities

        The following table presents the total number of shares repurchased during the fourth quarter of fiscal 2010 by fiscal month, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase plan, and the approximate dollar value of shares that may yet be purchased pursuant to the Company's stock repurchase program as of the end of fiscal 2010:

        The Company has historically purchased its common stock primarily to offset the dilution created by employee stock option programs and because the Board of Directors believed investment in the Company's common stock was a good use of its excess cash.

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        Stock purchases have been executed in accordance with Rule 10b-18 of the Securities Exchange Act of 1934. There have been no other purchases of the Company's common stock.

Performance Graph

        In accordance with the rules of the SEC, the following performance graph compares the performance of the Company's common stock on The NASDAQ Stock Market to the Standard & Poor's 500 Index, of which the Company is a component, and to the Recreational Vehicles Index prepared by Hemscott, Inc., of which the Company is also a component. The graph compares on an annual basis the cumulative total shareholder return on $100 invested on March 31, 2005, and assumes reinvestment of all dividends and has been adjusted to reflect stock splits. The performance graph is not necessarily indicative of future investment performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Arctic Cat Inc., the S&P 500 Index
and Hemscott—Recreational Vehicles Index

Assumes $100 invested on 3/31/05 in stock or index
Assumes Dividend Reinvested
Fiscal year ending March 31,

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ITEM 6.    SELECTED FINANCIAL DATA

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(1)

The Company has outstanding purchase obligations with suppliers and vendors at March 31, 2010 for raw materials and other supplies as part of the normal course of business.