8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2008

POLARIS INDUSTRIES INC.

(Exact name of Registrant as specified in its charter)

Minnesota
(State of Incorporation) 1-11411
(Commission File Number) 41-1790959
(I.R.S. Employer Identification No.)

2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)

(763) 542-0500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 REGULATION FD DISCLOSURE.

Attached hereto as Exhibit 99.1 is a copy of materials dated September 22, 2008 and prepared with respect to presentations to investors and others that may be made by senior officers of Polaris Industries Inc. (the “Company”). These materials are also available on the Company’s website at www.polarisindustries.com.

The information contained in this report is furnished and not deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 22, 2008

POLARIS INDUSTRIES INC.

 
 

          /s/Michael W. Malone  

Michael W. Malone 

Vice President — Finance,
Chief Financial Officer and
Secretary of Polaris Industries Inc. 

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Presentation materials dated September 22, 2008.

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EX-99.1

Exhibit 99.1

August 21, 2008

ATV & Side-by-Side Vehicles Snowmobiles Victory Motorcycles PG&A 0.67 0.1 0.06 0.17 Polaris Overview Founded in 1954 Manufacturer of a diversified mix of high- quality, high-performance motorized products for recreational and utility use Manufacturing and distribution facilities located in Minnesota, Wisconsin, Iowa and South Dakota Highly productive non-union workforce - 3,200 strong Product innovation key to success National and international distribution system - 1,600 dealers in North America and 43 distributors and 6 subsidiaries in 130 countries Percentage of 2007 Sales By Product Line

Industry Overview Worldwide Market Size and % change 2007 vs. 2006 Top Three Competitors Industry Drivers Polaris Competitive Advantage ATVs 970,000 units Down 11% Honda Yamaha Suzuki Overall economic conditions New products Industry-leading performance and features; full line of products Side-by-Side Vehicles 270,000 units Up 11% John Deere Yamaha Kawasaki New Customers New products New segments Hardest working, smoothest riding, easy customization Recreational RZR model Snowmobiles 164,000 units (season-end 3/31/08) Up 2% BRP Arctic Cat Yamaha Weather dependent Mature market 53 years of experience Strong brand recognition Motorcycles (Cruisers and Touring) 454,000 units (United States) Down 5% Harley Davidson Honda Yamaha Overall economic conditions New products Demographic trends Unique designs Highest quality American made

Consistent Financial Performance Dollars (in millions) Net Income Per Share from Continuing Operations 1998-2007 $3.40 to $3.48 Up 10% to 12% Sales from Continuing Operations 1998-2007 Up 9% to 11% * A reconciliation of the Company's calculation of cash flow provided to the most directly comparable cash flow measure, as required by Regulation G, appears in the appendix of this presentation. Per Diluted Share 1993 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 0.41 0.47 0.5 0.46 0.42 0.41 0.38 0.38 0.37 0.41 0.66 Return on Shareholders' Equity from Continuing Operations 1998-2007 - Industry-Leading 1993 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 59 110 120 130 151 177 179 202 211 178 189 Before Changes in Current Operating Items and Deferred Taxes Cash Flow from Continuing Operations* 1998-2007 Dollars (in millions)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 East 57 61 62 53 52 59 89 90 53 64 65 West 2 North 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 YTD East 14 40 38 52 40 49 76 73 67 132 308 103 85.9 West 38.6 34.6 31.6 North 46.9 45 43.9 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 0.36 0.4 0.44 0.5 0.56 0.62 0.92 1.12 1.24 1.36 1.52 West 31.6 North 43.9 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 YTD East 1 3 2.2 3 2.4 2.2 2.4 2.4 1.4 2.4 6.9 1.9 2 West 38.6 34.6 31.6 North 46.9 45 43.9 Consistent Financial Performance: Cash Flow Used to Fund... Capital Investments for Continuing Operations Shares Repurchased Cumulatively the Company has repurchased 33.1 million of 37.5 million authorized at an average price of $32.54 per share thru 6/30/08 Dividends (Per Share) In Millions Shares repurchased $ In Millions $65 - $70 Cash spent +12% Guidance Guidance

Scott Wine named new CEO of Polaris Held senior leadership positions at Danaher Corp. in the United States and Europe 2003 - 2007 President of its Jacob Vehicle Systems and Veeder-Roots subsidiaries Vice President and General Manger, Manufacturing Programs in Europe (lived 3 years in Germany) Held a number of operations and executive posts, both international and domestic with Allied Signal Corporations' Aerospace Division (became Honeywell after 1999 merger) 1996 - 2003 Naval officer after graduating from the U.S. Naval Academy in 1989, before accepting an assignment at the Pentagon 1993 - 1996 Effective September 1, 2008 Age 41 Work experience: President of Fire Safety Americas, a division of United Technologies 2007 to August 2008

The Goals 1. Win in the Core Grow market share in snowmobiles and ATVs. Leverage PG&A and Financial Services to deliver superior total value. 2. Delivering Operational Excellence Industry-leading quality in every product line. > 5% productivity every year. A lean enterprise, driven by robust simple designs and a lean supply chain. 3. Growth - $500MM by 2009 Victory - 5% share in cruiser and touring segments. RANGER(tm) - Dominate utility and recreation SxS market. International. Expand global presence by $50MM. Military. Enter at least one new adjacent market segment. Supported By. . . Supported By. . . Supported By. . . People and Culture Externally focused employee owners with a can-do drive to consistently deliver outstanding results. The best team in powersports. Passion to ride and win. Technology Consistent, flawless introduction of compelling new products. Class-leading ride and handling. Control our destiny in powertrains. Class-leading information technology. Brand Ever improving brand awareness and image through stronger, better, and bigger dealer network. Consistent advertising and brand support. $2.2B in sales by 2009 $150MM in net income by 2009 $4.25 earnings per share by 2009 Awesome Products... Customer Focused... Results Driven

Win in the Core... Worldwide "Core" ATV Industry 2005 2006 2007 2008 Sales 1240 1117 1195 1243 85 Polaris ATV Sales (Includes Side-by-Side vehicles) (millions) Guidance 2008 Objectives for "Core" ATVs: Gain market share in a N.A. ATV industry that is expected to decline double digits in 2008 Further reduce "core" ATV dealer inventory Industry-leading quality Successfully launch innovative model year 2009 products 2002 2003 2004 2005 2006 2007 units 939 1041 1129 1138 1088 970 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Full Year 2007: Down 11% Units (In Thousands) Up 9% to 11% $1,240 $1,117 $1,195 Maintain Momentum in ATV Business +7%

Win in the Core... ATV 2008 = Positioned For Future Success More Competitive Model Year 09 Product Line Stronger Brand-World's Toughest ATV Dealer Inventories expected to decline further given economic conditions and operational excellence initiatives Full Year 2008 sales and earnings guidance contemplates lower core ATV shipments in 2008 Units 2004 2005 2006 2007 2008 N.A. Dealer Inventory 78401 92604 80584 60732 45000 N.A. Retail 188549 174591 158861 139123 125000 N.A. Shipments 196283 187391 146898 129943 117250 ATV shipments expected to remain below retail Dealer inventories will be driven down further ATVs Remain Competitive in a Slowing Industry Maintain Momentum in ATV Business

99% New. More Power. Better Ride. All-New Sportsman XP (850 EFI/550 EFI) Electronic Power steering NEW! Rolled Independent rear suspension (IRS) Dual A-Arm front suspension NEW! Patent-pending anti-kickback steering NEW! Class-leading pulling power and high-load performance Most intelligent AWD Active descent control (ADC) and engine- braking system (EBS) New engines - 850 (70hp) and 550 (50hp) NEW! Re-designed ergonomics for better comfort and handling NEW! Full Digital instrumentation NEW! Increased rack capacity (industry leading combined 360 lbs carrying capacity) NEW!

Win in the Core... ATV Unit Sales by Product Category Side-by-side U.S. "Core" ATVs Military Int'l Canada 0.237 0.553 0.005 0.078 0.128 U.S. "Core" ATVs International Military Canada Side-by-Side ATV Contribution (Gross Profit $) by Category Side-by-side U.S. "Core" ATVs Military Int'l Canada 0.45 0.2 0.02 0.17 0.16 U.S. "Core" ATVs International Military Canada Side-by-Side Maintain Momentum in ATV Business Side-by-side U.S. "Core" ATVs Military Int'l Canada 0.09 0.74 0 0.1 0.07 U.S. "Core" ATVs International Canada Side-by-Side Side-by-side U.S. "Core" ATVs Military Int'l Canada 0.17 0.6 0 0.13 0.1 U.S. "Core" ATVs International Canada Side-by-Side 2 0 0 7 2 0 0 4 Less dependent on Core ATV profitability Successfully Diversified Polaris' ATV Business into Segments with Higher Growth and Profitability

Worldwide Snowmobile Industry Retail 1986 - 2008 Win in the Core... Maintain Momentum in Our Snow Business The Market - Snowmobiles Industry experienced its first increase in retail sales since the 1997 season. Low = 104K, High = 261K, Currently 164K In Units 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 Total 104865 114113 122970 155000 163398 153024 150000 158000 181000 227443 249420 260745 257936 230887 207942 208592 198702 186627 181336 173663 164848 160318 163753 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Lack of Snowfall Consistent snowfall Cold winters - New products First increase in industry retail sales since the season ending in 1997 Our Snow Business Performance is Improving

Win in the Core... Maintain Momentum in Our Snow Business Snowmobile 2008 Polaris Dealer inventory levels at their lowest levels in 10 years Quality remains #1 focus. Continued to see results for MY 2008. New Liberty(tm) 800 CFI engine was well received by consumers and is available in additional models for model year 2009 2005 2006 2007 2008 Sales 257 157 179 196 25 Snowmobile Sales (millions) $257 $157 $179 Units 2004 2005 2006 2007 2008 2009 N.A. Dealer Inventory 11433 17710 22022 14969 8671 7000 N.A. Retail 46571 38613 31598 28425 28573 29430 N.A. Shipments 37891 42258 36423 21889 22571 23300 Dealer Inventories Healthy Up mid teens percent Season ending March 31st Estimate +14%

Win in the Core... Parts Garments & Accessories Highest margin product line (40+% gross margins) Leveraging installed base Focused on hot new products Victory Vision(tm) - introduced 100 accessories RANGER RZR(tm) - introduced 75 accessories Military Growth through innovation and integration Expanded Vermillion PG&A Distribution Center Dollars (in Millions) PG&A Sales Year ended December 31 Guidance Grow slightly faster than overall company growth PG&A and Financial Services 2005 2006 2007 2008 East 274 270 293 306 West 9 North +9% $293 $270 $274 Financial Services Financial Services Income consists of wholesale floorplan financing income; retail credit volume-based fee income; insurance and extended service contracts fee income 2008 income from financial services expected to be less than half of 2007 due to HSBC change in July 2007 & March 2008 Consumer retail credit penetration rates (40%) and approval rates (40%) for YTD 2008 are consistent with 2007 2005 2006 2007 2008 Retail Financing 22.167 27.052 28.167 5 Wholesale Credit 14.174 17.068 13.927 12.51 Other Activities 2.299 2.941 3.194 3.3 Financial Services Income by Category Year ended December 31 $39 $47 $45 Expected to be less than half of 2007 Leverage Related Products and Services to Deliver Superior Shareholder Value Guidance Dollars (in Millions)

2. Achieve Operational Excellence 2007 Actual 2008 Goals Quality: Improve consumer satisfaction by 50% by 2010 3 of 4 businesses - +10% improvement +10% improvement (4 of 4) Cost: Reduce system-wide cost by 20% by 2010 -3% -5%+ reduction Speed: Improve speed to consumers by 50% by 2010 +15% +15% The Essence of Operational Excellence is the Consumer - Outside In!

2. Achieve Operational Excellence What's the End Game Look Like? 2005 2006 2007 2008 East 23 21 23 28 West 3 North Guidance Dollars (in Millions) 22.0% 21.7% 22.1% Expect gross margins to increase up to 80 basis points in 2008 Sustained Greatness Total Company Gross Margins Most satisfied customers for our products Top Net Promoter Score 75+ Consistent market share gains in all businesses Expanding operating profit margins Continuous non value add waste reduction throughout value chain Most profitable dealers Simplicity and efficiency in everything we do Fastest to meet customer needs 3-year tip to tail response Fastest back end and dealer turns Best, most effective dealers Aggressive re-investment into future growth

Ultimate Work to Ultimate Performance RANGER Hardest Working, Smoothest Riding RANGER CREW Hardest Working, Smoothest Riding Multi-Passenger (Carries up to 6 passengers) RANGER HD (Heavy Duty) Self leveling suspension; power steering; available hydraulic lift and carry attachments RZR 50" Only trail capable Razor Sharp Performance - Trail, Hunt, Sport RZR S 60" ULTIMATE Sport Razor Sharp Performance - Dunes, Desert, Open Spaces 3. Grow Aggressively in 2008 in Growth Businesses Leading Share in Side-by-Side Business Leverage Industry-Leading Side-By-Side Line-Up

3. Grow Aggressively in 2008 in Growth Businesses Leading Share in Side-by-Side Business 2008 Objectives: Lead in the side-by-side market Grow market share Successfully introduce innovative model year 2009 Side-by-Sides First half 2008 Side-by-Side business grew well in excess of 50% 2005 2006 2007 2008 East 262943 299305 471799 570000 West 200000 North Side-by-Side Sales (included in reported ATV sales) 3 Year CAGR - 38% (2006 - 2008 est.) (In Millions) Up double digits percent driven by new products and industry growth Guidance Rapid Growth - 11% in 2007

3. Grow Aggressively in 2008 in Growth Businesses Leading Share in Side-by-Side Business The Polaris side-by-side buyer: Gender - 90% male Median Age - 46 Median Income - $82,000 First Time Side-by-side Buyer - 57% The side-by-side buyer is typically older and more affluent than the average ATV buyer Trail /Recreational Multi-acre Homeowner Government/ Industrial Other Hunting/Fishing Farming/Ranching RANGER RZR(tm) is fueling this growth Polaris U.S. Buyer Profile - 2007

3. Grow Aggressively in 2008 in Growth Businesses Overall Motorcycle Market '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 Units 306000 297996 323165 346966 416094 515468 658908 788369 862350 922431 965399 1008994 1022322 948464 Industry 2007 Down 7.2% Cruisers Down 6.7% >1400cc Cruisers Down 6.6% >1400cc Touring Down 3.6% U.S. Motorcycle Market 2007 (units) >1400cc Cruiser Harley ^ Honda ^ Yamaha ^ Victory ^ >1400cc Touring Harley ^ Honda ^ Victory ^ Competitive Share 2007 Source: MIC Retail Sales Report, Jan 2008 >1400cc cruisers/touring overall market down single digits % again thru June 2008 Victory Retail Outperforming - Up 6.4% in 2007 and up thru June 2008 Big Opportunity for Victory Vision in Luxury Touring Market

3. Grow Aggressively in 2008 in Growth Businesses Victory Motorcycles 2005 2006 2007 2008 Sales 99 113 113 116 5 Victory Sales 2008 Objectives: Penetrate the luxury touring market segment with a full year of Vision models Grow market share Maintain industry-leading quality Strengthen dealer fundamentals Reduce dealer inventory in weaker overall market environment Guidance Expect to decline low double digits percent Custom Cruiser - Vegas Classic Cruiser - Kingpin Muscle Cruiser - Hammer Extreme Custom - Jackpot Touring (Soft) - KP Tour Touring (Hard) Luxury Touring Opportunity Vision Tour(tm) Vision Street(tm) Victory remains long-term growth opportunity for Polaris ($ in millions)

1st Qtr 2nd Qtr 3rd Qtr East 0.17 0.01 0.16 0.66 West 30.6 38.6 34.6 North 45.9 46.9 45 3. Grow Aggressively in 2008 in Growth Businesses France France Australia/NZ UK Swd/Nor Germany Spain Finland Russia Italy Portugal Japan Others 246900 246900 153100 102500 161500 256400 107200 68700 29100 78300 30200 80500 483600 West 30.6 38.6 34.6 North 45.9 46.9 45 Polaris Estimate 2007 Market - $1.9 Billion Estimated Market Size For Polaris Products Polaris Subsidiaries France Australia/NZ UK Sweden/Norway Finland Russia Germany Italy Spain Portugal Others Japan 1999 2005 2006 2007 2008 East 68 233 233 258 280 70 North 45.9 46.9 International Sales $233 Expand Global Presence by $50 Million by 2009 International Revenue Mix Percent of 2007 Sales Victory 1% ATV/RANGER 66% Snowmobile 17% PG&A 16% $258 $233 Growth Opportunities Internationally Include: Market share growth Enter into additional markets and countries Begin to meet high global demand for RANGER RZR(tm) Expand new international product offerings (i.e. WideTrak(tm) snowmobile and Victory motorcycles) Dollars (in Millions) Guidance Continued Growth (Up 24% to 26%) +11% International New for 2007 New in 2008

3. Grow Aggressively in 2008 in Growth Businesses Military - Polaris Defense Grow the business - double again in 2008 Expand military agency customers around the world Leverage the expanded product line with JP8 engine technology available for all Military vehicles MVRS Adjacent Markets Profitable Top Line Growth opportunity Migrate Polaris into at least one adjacent market Prefer new customer base Prefer new distribution channel Selected an opportunity Internal team established and working to bring to market Resources have been allocated Military and Adjacencies Adjacent Markets on Track Continue to Diversify the Company: More Global. More On Road. More Outside Powersports.

Summary - Why Polaris Will Win in 2008 1. Winning in the Core Snowmobile business is healthy again and growing Innovative new product introductions which can grow share Dealer inventory under control but will be driven down further Industry-leading quality Successfully Diversified the Polaris ATV Business Beyond Core U.S. ATVs Side-by-side, International, Military, Canada Higher growth and profitability opportunities Delivering Operational Excellence - Quality, Cost, Speed! Most satisfied customers: +10% satisfaction improvement Expanding operating profit margins: -5% system wide cost improvement Fastest to meet customer needs: +15% faster

Summary - Why Polaris Will Win in 2008 (con't) 4. Growing Aggressively in our Growth Businesses - $200 million+ in 2008 Leading the growing Side-by-side industry - new product innovation, RANGER RZR(tm), aggressive investment Victory - Vision growth and market penetration Military - Leverage new products, new customers - Double it! International - Strong global team, stronger markets, new products, RANGER RZR(tm) Adjacencies - continue ground work for launch Deliver the Financials while executing through the external fundamentals Market share gains; dealer inventory reduced further 2009 goals still achievable - need about $3.60 per share in 2008 3,200 employee-owners believe we can deliver The Strategy is Working

Current Business Update N.A. retail sales trends for the third quarter 2008 thru mid-September: Polaris side-by-side vehicle retail sales continues strong Industry core ATV retail sales remain weak; Polaris retail sales performance is modestly outperforming the Industry Victory motorcycle retail sales continue to grow modestly but less than expectations in a N.A. heavy weight cruiser and touring market that remains soft Consumer credit availability from HSBC and GE combined, remains at acceptable levels Commodity cost pressures continuing; offsetting somewhat with price increases July dealer meeting was a success Introduced MY 2009 products for ATVs, RANGERS and Victory motorcycles Dealers excited about new MY 2009 new products including two all new Sportsman XP models; completely redesigned RANGER(tm) side-by-side models and a new RANGER(tm) heavy-duty and RZR S model; two new Victory motorcycle models and a new more powerful Victory engine in select models Dealer orders for each product line met or exceeded Company expectations During the dealer meeting Polaris introduced a retail sales/order process called Max Velocity Program (MVP) that Polaris will begin testing in the Northeast region A more effective and efficient dealer retail sales driven process Dealer orders for Polaris product made as frequently as bi-weekly based on retail sales levels Approximately 150 dealers in Northeast U.S will be included in this test phase Given current business trends Polaris anticipates that it will meet or slightly exceed it's current third quarter 2008 sales and earnings per share guidance range

2008 Year Guidance - - Full Year 2008 Full year 2008 earnings from continuing operations is expected to be in the range of $3.40 to $3.48 per diluted share, up 10% to 12% from $3.10 in 2007. Sales growth for full year 2008 is expected to be in a range of up 9% to 11% from 2007 sales of $1.78 billion. Sale guidance by business: ATVs, including RANGER(tm) - Up 9% to 11% Snowmobiles - Up mid teens percent Victory Motorcycles - Down low double digits percent PG&A - Grow slightly faster than overall Company sales growth Gross margins expected to expand up to 80 basis points - - Third Quarter 2008 Third quarter 2008 earnings from continuing operations guidance range is $1.07 to $1.11 per diluted share up from Q3 2007 earnings of $1.07 per share. Sales in third quarter 2008 is expected to be up 2% to 5% from Q3 2007 due primarily to continued growth from the RANGER side-by-side vehicle business, including the very successful RANGER RZR(tm) and PG&A sales growth resulting partially from higher side-by-side related PG&A sales .

Appendix Our presentation and responses to your questions may contain certain statements which may be considered forward looking for the purposes of the Private Securities Litigation Reform Act of 1995. We caution you that actual results could differ materially from those projected in a forward looking statement which by their nature involve risk that results may differ from those anticipated. Additional information concerning the factors that could cause results to differ materially from those anticipated may be found in Polaris' annual report, 10-K, 8-K, 10-Q and form S-3 registration statements. Regulation G Reconciliation Private Securities Litigation Reform Act of 1995 - Polaris Industries Inc. Disclosure Litigation Statement