SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015...

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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): October 25, 2016 POLARIS INDUSTRIES INC. (Exact name of Registrant as specified in its charter) Minnesota 1-11411 41-1790959 (State of Incorporation) (Commission File Number) (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: ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Transcript of SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015...

Page 1: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

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): October 25, 2016

POLARIS INDUSTRIES INC. (Exact name of Registrant as specified in its charter)

Minnesota 1-11411 41-1790959(State of Incorporation) (Commission File Number) (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:

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

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

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

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

Page 2: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Item 2.02 Results of Operations and Financial Condition.

On October 25, 2016, Polaris Industries Inc. (the “Company”) issued a press release announcing the Company’s third quarter 2016 financial results for the reporting period ended September 30, 2016. On October 25, 2016, theCompany also hosted its quarterly earnings conference call, which was accessible to the public. A recording of the conference call will be available through the end of the business day on November 8, 2016 by dialing 855-859-2056 in theU.S. and Canada, or 404-537-3406 for international calls and entering passcode 95425239, and on the Company’s website at http://ir.polaris.com .

A copy of the Company’s press release is furnished as Exhibit 99.1 attached hereto and a copy of the presentation materials discussed during the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

The disclosures set forth in Item 2.02 above are hereby incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

99.1 Press Release dated October 25, 2016 of Polaris Industries Inc.

99.2 Presentation materials dated October 25, 2016 of Polaris Industries Inc.

The information contained in this Current 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 thatsection. 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 specificreference in such filing or document.

Page 3: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

SIGNATURES

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: October 25, 2016 POLARIS INDUSTRIES INC. /s/ Michael T. SpeetzenMichael T. SpeetzenExecutive Vice President – Finance andChief Financial Officer of Polaris Industries Inc.

Page 4: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

EXHIBIT INDEX

ExhibitNumber

Description

99.1 Press Release dated October 25, 2016 of Polaris Industries Inc.99.2 Presentation materials dated October 25, 2016 of Polaris Industries Inc.

Page 5: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Exhibit 99.1

CONTACT: Polaris Industries Inc. Richard Edwards, 763-542-0500

Polaris Reports 2016 Third Quarter Results

Highlights:

Motorcycleretailsalesincreasedhigh-singledigitspercent,andasexpected,ORVretailsalesweredownhigh-singledigitsduringthequarter.TotalCompanyNorthAmericanretailsalesweredownninepercentforthequarter,in-linewithexpectations.

ORVdealerinventorywasdown16%,year-over-year.Totaldealerinventorywasdown10%.

Thirdquarterresultsincludedexpensestotalingapproximately$65millionforincreasedwarranty,legalandothercostsassociatedwithproductrecallactivity.

AnnouncedacquisitionofTransamericanAutoParts(“TAP”)tobolsterleadershippositioninagrowingoff-roadaftermarketspace.

Narrowingfullyear2016guidanceof$3.40to$3.60perdilutedshare,ontotalCompanysalesdeclinesofmid-tohigh-singledigits.

MINNEAPOLIS--(BUSINESS WIRE)--October 25, 2016--Polaris Industries Inc. (NYSE:PII) today reported third quarter net income of $32.3 million, or $0.50 per diluted share, for the quarter ended September 30, 2016 compared to$155.2 million, or $2.30 per diluted share reported in the third quarter of 2015. Sales for the third quarter of 2016 totaled $1,185.1 million, down 19 percent from last year’s third quarter sales of $1,456.0 million.

“Our third quarter results, while discouraging, were in line with our revised guidance and reflect our ongoing execution of the RZR ® recalls and significant quality and safety improvement initiatives. During the past three months, we haveaccelerated our efforts to get our loyal owners back to riding safely, and are now over 50 percent complete with the RZR ® 900/1000 recalls and slightly below 50 percent on the more recent RZR ® Turbo recall notice. In addition to theserecall challenges, we continued to face a weak overall Powersports industry, but were encouraged by continued retail strength for Indian and our overall motorcycle business, and the return to growth for side-by-sides in September,”commented Scott Wine, Polaris’ Chairman and Chief Executive Officer.

“We remain committed to improving our fundamentals and executing our long-term strategy to be the ‘Best in Powersports, Plus’. Our recent announcement to acquire Transamerican Auto Parts, a $740 million, vertically integrated multi-channel leader in the $10+ billion Jeep and truck aftermarket accessory space, is consistent with our strategy and exciting due to its growth potential. This transaction provides us an immediate leadership position in a growing market,while allowing us to accelerate growth and profitability for Polaris,” continued Mr. Wine. “We are making the necessary investments, both internally and externally, to realize the true potential of our organization. Along withimprovements in product safety and quality, we are using Huntsville and our go to market Retail Flow Management (“RFM”) process to establish Lean as a competitive advantage, we are bringing technology to the forefront of ourindustry with Ride Command™, and we are working to transform the customer experience, from purchase to service, to enhance profitability. This commitment to improving our execution and our overall performance will drive a steadiercadence of growth and profitability in the future.”

Page 6: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Third Quarter Segment Results (in thousands)Includes respective parts, garments and accessories ("PG&A") related sales

Three months ended September 30, Nine months ended September 30,2016 2015 Change 2016 2015 Change

SalesOff-Road Vehicles/Snowmobiles $ 923,389 $ 1,193,514 (23)% $ 2,452,525 $ 2,846,901 (14)%Motorcycles 183,193 188,679 (3)% 602,762 535,699 13%Global Adjacent Markets 78,485 73,807 6% 243,553 231,072 5%

Total Sales $ 1,185,067 $ 1,456,000 (19)% $ 3,298,840 $ 3,613,672 (9)% Gross profit

Off-Road Vehicles/Snowmobiles $ 231,323 $ 388,542 (40)% $ 670,982 $ 927,803 (28)%% of sales 25.1% 32.6% -750 bps 27.4% 32.6% -523 bps

Motorcycles 21,164 28,424 (26)% 89,841 73,236 23%% of sales 11.6% 15.1% -351 bps 14.9% 13.7% +123 bps

Global Adjacent Markets 21,828 21,200 3% 66,163 61,987 7%% of sales 27.8% 28.7% -91 bps 27.2% 26.8% +34 bps

Corporate (13,545) (22,543) (34,135) (34,258) Total gross profit $ 260,770 $ 415,623 (37)% $ 792,851 $ 1,028,768 (23)%

% of sales 22.0% 28.5% -655 bps 24.0% 28.5% -444 bps

Off-Road Vehicle (“ORV”) and Snowmobile segment sales, including its respective PG&A sales, decreased 23 percent from the third quarter of 2015 to $923.4 million. Gross profit decreased 40 percent to $231.3 million, or 25.1percent of sales, in the third quarter of 2016, compared to $388.5 million, or 32.6 percent of sales, in the third quarter of 2015 due to higher warranty costs related to recent recall activity primarily for the Company’s RZR ® vehicles.

ORV wholegood sales decreased 25 percent to $619.0 million reflecting the Company’s decision to delay model year 2017 shipments, including the high margin RZR ® Turbo vehicles, in order to revalidate its new model line-up andprotect dealer inventory levels. Compared to the 2015 third quarter, Polaris North American ORV unit retail sales were down high-single digits percent, consisting of consumer purchases for side-by-side vehicles down high-singledigits percent and ATV retail sales down low-double digits percent. The North American ORV industry was down low-single digits percent compared to the third quarter last year. ORV dealer inventory was down 16 percent in the2016 third quarter compared to the same period last year.

Snowmobile wholegood sales decreased 35 percent to $119.9 million due to timing of shipments, year-over-year, as the Company manufactured and shipped its snowmobiles earlier in 2015.

Page 7: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Motorcycle segment sales, including its respective PG&A sales, decreased three percent in the 2016 third quarter to $183.2 million. Victory ® and Indian ® motorcycles reported increased vehicle sales growth, while Slingshot ® saleswere down during the quarter due to shipment timing. Gross profit decreased 26 percent to $21.2 million, or 11.6 percent of sales in the third quarter of 2016, compared to $28.4 million, or 15.1 percent of sales, in the third quarter of 2015due to higher warranty expense related to recent safety and service bulletins, primarily for Slingshot ® .

North American consumer retail demand for the Polaris motorcycle segment, including Victory ® , Indian Motorcycle ® and Slingshot ® , increased high-single digits percent during the 2016 third quarter with Indian Motorcycle ® andVictory ® increasing low-teens percent combined, while overall motorcycle industry retail sales 900cc and above was down high-single digits percent in the 2016 third quarter. Product availability for all three motorcycle brands remainedadequate throughout the quarter as both the Company’s Spirit Lake, Iowa motorcycle plant and the new Slingshot ® production line in Huntsville, Alabama are producing at retail demand levels.

Global Adjacent Markets segment sales along with its respective PG&A sales, increased six percent to $78.5 million in the 2016 third quarter compared to the 2015 third quarter. Gross profit increased three percent to $21.8 million, or27.8 percent of sales, in the third quarter of 2016, compared to $21.2 million, or 28.7 percent of sales, in the third quarter of 2015.

SupplementalData:

Parts,Garments,andAccessories(“PG&A”)sales , which are included in each of the three respective reporting segments, declined one percent during the 2016 third quarter to $224.4 million driven by lower retail sales.

Internationalsalesto customers outside of North America totaled $141.0 million for the third quarter of 2016, including PG&A, a decrease of eight percent from the same period in 2015. International sales on a constant currencybasis were down seven percent in the 2016 third quarter.

Gross profit for the total Company decreased 37 percent to $260.8 million in the third quarter of 2016, compared to $415.6 million in the third quarter of 2015. As a percentage of sales, gross profit declined 655 basis points to 22.0percent of sales for the third quarter of 2016, compared to 28.5 percent of sales for the same period last year. Increased warranty and promotional costs and negative product mix, partially offset by lower commodity costs and product costreduction efforts, were the primary reasons for the gross margin erosion.

Operating expenses increased 16 percent to $222.6 million, or 18.8 percent of sales, for the third quarter of 2016, compared to $192.0 million, or 13.2 percent of sales, for the third quarter of 2015. The change was primarily driven byhigher general and administrative expenses due to higher product liability and recall related legal costs and increased research and development expenses for product revalidation and ongoing innovation.

Page 8: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Income from financial services was $19.2 million during the third quarter 2016, a one percent increase compared to $19.1 million in the third quarter of 2015 directly related to lower retail sales during the quarter.

Non-operating other expense (income), net , which primarily relates to foreign currency exchange-rate movements and the corresponding effects on foreign currency transactions related to the Company’s foreign subsidiaries, was $5.7million of expense in the third quarter of 2016 compared to $1.3 million of income in the third quarter of 2015.

The provision for income taxes for the third quarter of 2016 was $13.5 million or 29.5 percent of pretax income compared to $84.5 million or 35.3 percent of pretax income for the third quarter of 2015. The lower income tax provisionrate in the third quarter 2016 is primarily due to the extension of the research and development credit by the U.S. Congress in the 2015 fourth quarter, in addition to certain favorable tax adjustments in the 2016 third quarter that had amore significant impact on the income tax rate due to the lower pretax income generated during the quarter.

Financial Position and Cash Flow

Net cash provided by operating activities was $426.2 million for the nine months ended September 30, 2016, compared to $464.0 million for the same period in 2015. The decrease in net cash provided by operating activities for the 2016period was due to lower net income in the quarter offset somewhat by lower factory inventory and increased accrued expenses. Total debt for the quarter, including capital lease obligations and notes payable, was $436.7 million. TheCompany’s debt-to-total capital ratio was 32 percent at September 30, 2016, compared to 25 percent a year ago. Cash and cash equivalents were $122.7 million at September 30, 2016, down from $225.3 million for the same period in2015.

Share Buyback Activity

During the third quarter 2016, the Company repurchased and retired 111,000 shares of its common stock for $10.5 million. As of September 30, 2016, the Company currently has authorization from its Board of Directors to repurchase upto an additional 8.6 million shares of Polaris stock.

2016 Business Outlook

For the full year 2016, the Company is narrowing its earnings guidance range to $3.40 to $3.60 per diluted share with sales expected to be down in the mid- to high-single digit percent range. The full year 2016 earnings guidance excludesthe TAP acquisition. Sales expectations by segment for the full year 2016 are as follows: ORV/Snowmobile sales expected down in the high-single to low-double digits percent range; Motorcycle sales up low-single digits percent; andGlobal Adjacent Market sales up high-single digits percent.

Page 9: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Non-GAAP Measure - Constant Currency Reporting

This release and our related earnings call include a discussion of the Company’s 2016 third quarter results and 2016 expectations on a constant currency basis, which is a non-GAAP measure, as well as on a GAAP basis. For purpose ofcomparison, the results on a constant currency basis uses the respective prior year exchange rates for the comparative period to enhance the visibility of the underlying business trends, excluding the impact of translation arising fromforeign currency exchange rate fluctuations.

Third Quarter Conference Call and Webcast Presentation

Today at 9:00 AM (CT) Polaris Industries Inc. will host a conference call and webcast to discuss the third quarter 2016 results released this morning. The call will be hosted by Scott Wine, Chairman and CEO; Ken Pucel, Executive VicePresident – Operations, Engineering and Lean; and Mike Speetzen, Executive Vice President – Finance and CFO. A slide presentation and link to the webcast will be posted on the Polaris Investor Relations website atir.polaris.com.

To listen to the conference call by phone, dial 877-706-7543 in the U.S. and Canada, or 973-200-3967 internationally. The Conference ID is # 95425239.

A replay of the conference call will be available approximately two hours after the call for a one-week period by accessing the same link on our website, or by dialing 855-859-2056 in the U.S. and Canada, or 404-537-3406internationally.

About Polaris

Polaris Industries Inc. (NYSE: PII) is a global powersports leader with annual 2015 sales of $4.7 billion. Polaris fuels the passion of riders, workers and outdoor enthusiasts with our RANGER ® , RZR ® and Polaris GENERAL™ side-by-side off-road vehicles; our Sportsman ® and Polaris ACE ® all-terrain off-road vehicles; Victory ® and Indian Motorcycle ® midsize and heavyweight motorcycles; Slingshot ® moto-roadsters; and Polaris RMK ® , INDY ® , Switchback ®

and RUSH ® snowmobiles. Polaris enhances the riding experience with parts, garments and accessories sold under multiple recognizable brands, and has a growing presence in adjacent markets globally with products including militaryand commercial off-road vehicles, quadricycles, and electric vehicles. www.polaris.com

Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding 2016 and future sales, shipments, net income, and net income per share and operationalinitiatives 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 theCompany’s ability to successfully implement its manufacturing operations expansion initiatives, cost reduction initiatives, product offerings, promotional activities and pricing strategies against competitors; economic conditions thatimpact consumer spending; acquisition integration costs; product recalls; warranty expenses; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmentaland product safety regulatory activity; effects of weather; commodity costs; uninsured product liability claims; uncertainty in the retail and wholesale credit markets; performance of affiliate partners; changes in tax policy and overalleconomic conditions, including inflation, consumer confidence and spending and relationships with dealers and suppliers. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Companywith the Securities and Exchange Commission. The Company does not undertake any duty to any person to provide updates to its forward-looking statements.

(summarized financial data follows)

Page 10: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

POLARIS INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Data)

(Unaudited)

Three months ended September 30, Nine months ended September 30,2016 2015 2016 2015

Sales $ 1,185,067 $ 1,456,000 $ 3,298,840 $ 3,613,672Cost of sales 924,297 1,040,377 2,505,989 2,584,904Gross profit 260,770 415,623 792,851 1,028,768Operating expenses:

Selling and marketing 89,751 91,169 244,812 240,510Research and development 47,568 44,432 136,256 124,726General and administrative 85,257 56,411 219,403 157,898

Total operating expenses 222,576 192,012 600,471 523,134Income from financial services 19,195 19,065 59,155 51,345Operating income 57,389 242,676 251,535 556,979Non-operating expense:

Interest expense 4,051 2,966 10,718 8,848Equity in loss of other affiliates 1,798 1,345 5,439 4,716Other expense (income), net 5,700 (1,345) 7,586 8,776

Income before income taxes 45,840 239,710 227,792 534,639Provision for income taxes 13,528 84,537 77,425 189,960Net income $ 32,312 $ 155,173 $ 150,367 $ 344,679

Net income per share:

Basic $ 0.50 $ 2.35 $ 2.33 $ 5.20Diluted $ 0.50 $ 2.30 $ 2.30 $ 5.09

Weighted average shares outstanding:Basic 64,151 65,912 64,535 66,222Diluted 65,027 67,368 65,435 67,781

Page 11: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

POLARIS INDUSTRIES INC.

CONSOLIDATED BALANCE SHEETS (In Thousands)

(Unaudited)

September 30, 2016 September 30, 2015

AssetsCurrent Assets:

Cash and cash equivalents $ 122,696 $ 225,264Trade receivables, net 152,342 176,221Inventories, net 755,943 674,612Prepaid expenses and other 63,594 72,241Income taxes receivable 55,096 10,052Deferred tax assets — 111,251

Total current assets 1,149,671 1,269,641Property and equipment, net 687,697 587,935Investment in finance affiliate 92,203 88,690Deferred tax assets 173,741 46,271Goodwill and other intangible assets, net 271,419 232,142Other long-term assets 95,594 83,467Total assets $ 2,470,325 $ 2,308,146Liabilities and Shareholders’ EquityCurrent Liabilities:

Current portion of debt, capital lease obligations and notes payable $ 4,746 $ 4,839Accounts payable 308,971 381,174Accrued expenses:

Compensation 112,025 104,336Warranties 130,054 55,097Sales promotions and incentives 162,853 145,091Dealer holdback 116,386 101,261Other 139,145 83,553

Income taxes payable 11,898 34,269Total current liabilities 986,078 909,620Long term income taxes payable 25,241 15,201Capital lease obligations 19,122 20,652Long-term debt 412,844 289,197Deferred tax liabilities 12,574 15,913Other long-term liabilities 77,025 105,280Total liabilities $ 1,532,884 $ 1,355,863Deferred compensation 9,110 14,923Shareholders’ equity:Total shareholders’ equity 928,331 937,360Total liabilities and shareholders’ equity $ 2,470,325 $ 2,308,146

Page 12: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

POLARIS INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)

(Unaudited) Nine months ended September 30,

2016 2015Operating Activities:

Net income $ 150,367 $ 344,679Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 121,903 112,902Noncash compensation 43,137 53,642Noncash income from financial services (22,354) (21,810)Deferred income taxes (8,134) (5,280)Excess tax benefits from share-based compensation (1,408) (34,301)Other, net 12,027 4,716Changes in operating assets and liabilities:

Trade receivables 5,686 22,700Inventories (33,804) (112,776)Accounts payable 5,702 35,002Accrued expenses 145,207 13,621Income taxes payable/receivable (278) 54,389Prepaid expenses and others, net 8,193 (3,482)

Net cash provided by operating activities 426,244 464,002Investing Activities:

Purchase of property and equipment (155,360) (148,998)Investment in finance affiliate, net 29,223 22,227Investment in other affiliates (6,861) (15,337)Acquisition of businesses, net of cash acquired (54,830) (27,019)

Net cash used for investing activities (187,828) (169,127)Financing Activities:

Borrowings under debt arrangements / capital lease obligations 1,767,272 2,155,310Repayments under debt arrangements / capital lease obligations (1,795,316) (2,059,711)Repurchase and retirement of common shares (154,381) (247,795)Cash dividends to shareholders (105,732) (104,808)Proceeds from stock issuances under employee plans 15,651 26,672Excess tax benefits from share-based compensation 1,408 34,301

Net cash used for financing activities (271,098) (196,031)Impact of currency exchange rates on cash balances 29 (11,180)Net increase (decrease) in cash and cash equivalents (32,653) 87,664Cash and cash equivalents at beginning of period 155,349 137,600 Cash and cash equivalents at end of period $ 122,696 $ 225,264

Page 13: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Exhibit 99.2

Third Quarter 2016 Earnings Results October 25, 2016 POLARIS INDUSTRIES INC.

Page 14: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Except for historical information contained herein, the matters set forth in this document, including but not limited to management’s expectations regarding 2016 and 2017 sales, shipments, margins, currencies, net income and cash flow, the opportunities for expansion and diversification of the Company’s business and the Company’s guidance on earnings per share 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 product offerings, promotional activities and pricing strategies by competitors; manufacturing operation expansion initiatives; acquisition integration costs; product recalls; warranty expenses; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather; commodity costs; uninsured product liability claims; uncertainty in the retail and wholesale credit markets; performance of affiliate partners; changes in tax policy and overall economic conditions, including inflation, consumer confidence and spending and relationships with dealers and suppliers. Investors are also directed to consider other risks and uncertainties discussed in our 2015 annual report and Form 10-K 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.The data source for retail sales figures included in this presentation is registration information provided by Polaris dealers in North America and compiled by the Company or Company estimates. The Company must rely on information that its dealers supply concerning retail sales, and other retail sales data sources and this information is subject to revision.Non-GAAP Measure - Constant Currency Reporting. This presentation includes information regarding the Company’s 2016 actual results and full year expectations on a constant currency basis, which is a non-GAAP measure, as well as on a GAAP basis. For purpose of comparison, the results on a constant currency basis uses the respective prior year exchange rates for the comparative period to enhance the visibility of the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. 2 Q3'16 Earnings SAFE HARBOR

Page 15: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Scott W. Wine Chairman & CEO Third Quarter 2016 Earnings Results October 25, 2016 POLARIS INDUSTRIES INC. Q3'16 Earnings 3

Page 16: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Q3 sales and net income finished in-line with pre-release expectations ORV/Snowmobile sales down 23%; Motorcycles down 3%; Global Adjacent Markets up 6% Results include ~$65 million of costs associated with recall activity Earnings reported at $0.50 per diluted share, down 78% from prior year Gross profit margin down 655 bps – volume, mix and warranty pressure, as indicated N.A. dealer inventory down 10%, in line with company expectations ORV down 16%; motorcycles up as production has normalized Q3 Sales & Earnings Finished In-Line With Revised Expectations Q3 2016 Net Income Q3 2016 Sales 4 Q3'16 Earnings Q3 2016 Sales and Income -79% ($ millions) ($ millions) -19%

Page 17: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Polaris N.A. retail down 9% for Q3 2016 vs. Q3 2015 ORV down; MY’17 shipment delays, RZR recall disruptions; September retail trends improved in line with expectations Motorcycle retail sales up, Industry down North American Industry retail trends continue to be weak; Q3 down Oil/Gas, Ag remain weak, election uncertainty Managing Through Soft Industry Retail Trends Retail Sales by Business vs. Q3 2015 Polaris Retail Sales vs. Prior Year 5 Q3'16 Earnings Q3 2016 N.A. Powersports Retail Sales (# vehicle units) POLARIS INDUSTRY Off-Road Vehicles high-single digits % low-single digits %* Side-by-Sides ATVs high-single digits % low-double digits % Motorcycles(900cc & above) high-single digits % high-single digits % Snowmobiles N/M (off-season) N/M (off-season) *estimated N/M = Not Meaningful (% change, # vehicle units)

Page 18: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Polaris Q3 2016 N.A. dealer inventory down 10% vs. Q3 2015 ORV down 16% year-over-year Motorcycles up significantly as expected, shipments normalized Snowmobiles down – timing, off-season Dealer inventory levels aggressively monitored Remain Diligent in Controlling Dealer Inventory Levels in Weak Industry Total N.A. Dealer Inventory Polaris N.A. Total Dealer Inventory 6 Q3'16 Earnings N.A. Dealer Inventory -10% -10%

Page 19: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Previously announced recalls progressing on/ahead of plan Completion rates increasing weekly Slingshot safety/service bulletins issued 10/24 Anticipated costs included in Q3 results No injuries reported Safety and quality improvements enhanced, including: Hired internal and external engineering experts Created new independent safety and quality function Enhanced post-sales surveillance Remain market share leader in side-by-sides RZR share nearly 2½ times all competitors combined RANGER share over 2 times the next largest competitor Recall Activity Accelerated to Get Polaris Owners Back Riding 7 Q3'16 Earnings 2016 Product Recalls Update

Page 20: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Motorcycles Off-Road Vehicles Remain on Offense with Product 8 Q3'16 Earnings MY’17 Key Product Launch Summary RANGER XP® 1000 More Power Industry first gas HVAC3 driver modes ACE™ 500 / XC 900 More power Wider, longer New 850 & 1000 More power Utility versions RZR® Turbo – 168 HPRace inspired ride & handling GENERAL™ 2 & 4-seatsTurf modeRide Command™ (MY ‘17.5) RIDE COMMAND™ Largest screen Fastest interface Most customizable OCTANE®104 HP, 76 FT-16 torque 32° lean angle Modern American Muscle SLINGSHADE™ #1 requested accessory, sleek lines, lightweight, removable T-top panels RIDE COMMAND™ Industry’s 1st technology connected vehicle

Page 21: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

$740 million fully-integrated manufacturer, distributor, retailer & installer of off-road Jeep and truck accessories 75 retail stores, 6 distribution centers, ~1,700 employees Strong, experienced leadership teamTAP to continue as distinct business Anticipated Reporting Structure After Close Transamerican Auto Parts (TAP) Profitable Addition to Polaris Aftermarket Portfolio with Minimal Integration Risk 9 Q3'16 Earnings Recently Announced Acquisition Existing Aftermarket Brands Steve Eastman President – PG&A / Aftermarket 30+ Years Retail Experience New Reporting Segment: Aftermarket PG&A +

Page 22: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Mike Speetzen EVP Finance & CFO Third Quarter 2016 Earnings Results October 25, 2016 POLARIS INDUSTRIES INC. Q3'16 Earnings 10

Page 23: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Narrowing Guidance as Visibility Improves Nearing Year-end 11 Q3'16 Earnings 2016 Full Year Guidance Segments Total Company Sales & EPS Assumptions Protect market share – increased incentives Dealer inventory down mid- to high-single digits % F/X = minus ~35¢ per share Share count down ~3% Net income $ down 48% to 51% Gross margins down 380 to 390 bps mid- to high-single digits % (unchanged from Pre-Release) 47% to 50% $3.40 to $3.60(narrowed) Down high-single to low-double digits % ORV ORV PG&A PG&A Snow $3,708.9 Snow $698.3 UpLow-single digits % Victory Indian Slingshot Victory Indian Slingshot PG&A PG&A PG&A PG&A W&T Defense W&T Defense Up high-single digits % $312.1 Sales EPS (diluted) Off-Road Vehicles /Snowmobiles Motorcycles Global Adjacent Markets ($ millions) ($ millions)

Page 24: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

∆ from Q3’15 25% 0% 35% Q3 2016 ORV/Snowmobile Segment Sales ORV down 25% due to weak industry / recall impactDelayed MY’17 shipments for safety revalidation Promotional environment remained aggressive PG&A flat; delayed ’17 PG&A shipments with wholegoods ORV average selling price down 8% in Q3 12 Q3'16 Earnings Off-Road Vehicles (ORV) / Snowmobiles ($ millions) 23%$923.4 $1,193.5 ORV PG&A Snow ORV PG&A Snow Weak Industry / Recall Activity Overshadowing Improved Execution RANGER XP® 1000 Ranch Edition

Page 25: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

10% 2% Q3 2016 Motorcycle Segment Sales Motorcycles down 3% Indian and Victory up Slingshot down – shipment timing Full-year guidance revised down due to weaker industry trends Average selling price was down 1% in Q3 – product mix Share Gains Continue 13 Q3'16 Earnings Motorcycles ($ millions) 3% $183.2 $188.7 PG&A Victory Indian Slingshot Victory Indian Slingshot PG&A ∆ from Q3’15 INDIAN SPRINGFIELD™ Indian® Roadmaster® HOOLIGAN RACING Indian® Super Hooligan Scout® Sixty

Page 26: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Q3 2016 GAM Segment Sales GAM 6% due to Taylor-Dunn acquisition PG&A up due to Taylor-Dunn acquisition Average selling price for GAM was up 1% in Q3 Building Existing Portfolio & Capabilities 14 Q3'16 Earnings Global Adjacent Markets (GAM) ($ millions) PG&A PG&A Work & Transportation/Defense 6%$78.5 $73.8 Work &Transportation/Defense 14% 5% ∆ from Q3’15 BIGFOOT™ Econo Cab, 48V A customizable electric powered utility vehicle

Page 27: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

International Parts, Garments & Accessories (PG&A) 15 Q3'16 Earnings Q3 2016 Supplemental Sales Performance Motorcycles Global Adjacent Markets (GAM) Snowmobiles Motorcycles Global Adjacent Markets (GAM) Apparel 13% 14% LatinAmerica 10% 1% 5% 11% 1% 3% 8% 12% 3% 19% 14% Q3 Sales 1% to $224.4 Million ∆ from Q3'15 ∆ from Q3'15 Q3 Sales 8% to $141.0 Million (-7% constant currency) ∆ from Q3'15 ∆ from Q3'15

Page 28: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Gross Profit Margin Guidance by Component Gross Profit Margin Full-Year Guidance Q3 2016 Actual FY 2016 Guidance Prior period 28.5% 28.4% Production volume/capacity Product cost reduction efforts Commodity costs Currency rates Higher selling prices Product mix Motorcycle Production Constraints New plant start-up costs Warranty costs Depreciation/Tooling amortization Sales promotional costs Current period 22.0% 24.5% to 24.6% Change -655 bps -380 to -390 bps Assumptions F/X = minus ~100 bps Warranty significantly higher, ~200 bps year-over-year Value Improvement Process (VIP) & commodities ongoing All segment gross margins expected lower for FY’16 Warranty Costs Significantly Higher to Expedite Recall Completion 16 Q3'16 Earnings 2016 Gross Profit Margin Guidance 380 bps to 390 bps KEY: Improvement Headwind Neutral

Page 29: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

17 Q3'16 Earnings Operating expenses: increase around ~300 bps, as a % of sales (legal & other recall related costs / acquisitions) Income from financial services: grow faster than total company sales Income taxes: approximately equal to 2015 income tax rate of 33.6% International sales: about flat with 2015 PG&A sales: grow faster than overall company Other FY 2016 Expectations

Page 30: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

18 Q3 10-21-15 Continued Powersports industry challenges: flat to down third straight year Oil and Gas/Ag unchanged: ongoing pressure Tough competitive environment: promo spending remains elevated Non-recurring charges of $120 million, primarily in gross margins Mid-teens percent increase in R&D investments: safety, quality and innovation LEAN evolution progressing; ongoing VIP, side-by-side RFM implementation 2017 Initial Thoughts

Page 31: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Scott W. Wine Chairman & CEO Third Quarter 2016 Earnings Results October 25, 2016 POLARIS INDUSTRIES INC. Q3'16 Earnings 19

Page 32: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Powersports Markets Uninspiring, But Internal Execution Improves Significantly on All Levels 20 Q3 10-21-15 Global markets and economies: weak and unpredictable Political risks increasing: structural impediments to growth not addressed PII market position improves: ORV share stabilizes / Motorcycle share grows Solid foundation to build on: better inventories, lead times, TAP, etc. SQDC: Execution, execution, execution… Closing Comments

Page 33: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Thank You Questions?

Page 34: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

22 Q3'16 Earnings Vision and Strategy Foreign Currency Exposure Q3 Financial Position Income from Financial Services SUPPLEMENTAL DATA

Page 35: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Strategic Objectives Vision & Strategy VISION Fuel the passion of riders, workers and outdoor enthusiasts around the world by delivering innovative, high quality vehicles, products, services and experiences that enrich their lives. STRATEGY Polaris will be a highly profitable, customer centric, $8B global enterprise by 2020. We will make the best off-road and on-road vehicles and products for recreation, transportation and work supporting consumer, commercial and military applications. Our winning advantage is our innovative culture, operational speed and flexibility, and passion to make quality productsthat deliver value to our customers. Best in Powersports PLUS Growth through Adjacencies 5-8% annual organic growth >$2B from acquisitions & new markets Global Market Leadership LEAN Enterprise is Competitive Advantage >33% of Polaris revenue Significant Quality, Delivery & Cost Improvement Strong Financial Performance Sustainable, profitable growth Net Income Margin >10% Guiding Principles Best People, Best Team Safety & Ethics Always Customer Loyalty Performance Priorities Growth Margin Expansion Product & Quality Leadership LEAN Enterprise >$8 Billion by 2020 12% CAGR >10% of Sales by 2020 13% CAGR 23 Q3'16 Earnings Strategy and Objectives Remain Valid & Achievable

Page 36: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

24 Q3'16 Earnings Foreign Currency Exposure for Polaris Foreign Currency Hedging Contracts Outstanding Currency Impact on Net Income Compared to Prior Year Period Foreign Currency Currency Position Q4 ’16 Cash Flow Exposure Hedged (Approx.) Notional Amounts (US $ in Millions) Avg. Exchange Rate of Open Contracts FY 2016 (Expectation) Canadian Dollar (CAD) Long 80% $79 $0.72 to 1 CAD Negative Australian Dollar (AUD) Long 70% $23 $0.73 to 1 AUD Negative Euro (EUR) Long 0% - - Slightly Negative Japanese Yen (JPY) Short 5% $0 117 Yen to $1 Negative Mexican Peso (MXN) Short 100% $23 18 Peso to $1 Positive F/X Impacts vs. Prior Year($ in millions) Actual Q3 2016 FY 2016 Expectations Sales ($2) ($35) Gross Profit ($0) ($45) Pretax Income ($6) ($35) Open F/X Hedging Contracts as of September 30, 2016

Page 37: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Q3 2016 Polaris Financial Position 25 Q3'16 Earnings Capital Summary September 2016 Cash Drivers Fav/(Unfav) Sept 2015 Cash $ 123 -46% Debt /Capital Lease Obligations $ 437 +39% Shareholders’ Equity $ 928 -1% Total Capital $1,365 +9% Debt to Total Capital 32% (+7%) 2015 Operating cash flow down Factory inventory up year-over-year Cap Ex expected to be slightly higher than 2015 Operating Cash Flow Financial Position Remains Solid UpDouble-digits ($ millions) ($ millions) ($ millions) Expectations Q3 2016 Summary 2016 Expectations

Page 38: SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000931015 /55db12a7-e966-47… · commented Scott Wine, Polaris’ Chairman and Chief Executive Officer. “We

Retail Credit Wholesale Credit PA Receivables 26 Q3'16 Earnings Income from Financial Services Portfolio Remains Healthy INCOME FROM FINANCIAL SERVICES 2016 expectations: grow faster than total Company sales Q3 income from financial services about flat – volume related New Wells Fargo P.A. partner working well $19.1 1%$19.2 6% $1,246.3 $1,321.1 ($ millions) ($ millions) Approval Rate Penetration Rate