10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

Commission file number 001-11411

POLARIS INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1790959
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2100 Highway 55, Medina MN	55340
(Address of principal executive offices)	(Zip Code)

(763) 542-0500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

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  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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  þ    No  ¨

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

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.    þ

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. (Check one):

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,745,902,000 as of June 30, 2010, based upon the last sales price per share of the registrant’s Common Stock, as reported on the New York Stock Exchange on such date.

As of February 16, 2011, 34,097,865 shares of Common Stock, $.01 par value, of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2010 (the “2010 Annual Report”) furnished to the Securities and Exchange Commission are incorporated by reference into Part II of this Form 10-K.

Portions of the definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held on April 28, 2011 to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report (the “2011 Proxy Statement”), are incorporated by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to Polaris Industries Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on March 1, 2011 (the “Original Filing”), solely to re-file Exhibit 13 thereto to include the Company’s “Selected Financial Data,” which was incorporated by reference from the Company’s 2010 annual report, but was inadvertently omitted from Exhibit 13 to the Original Filing.

Except as described above, no other changes have been made to the Original Filing, and this Amendment does not otherwise amend, update or change the financial statements or disclosures in the Original Filing.

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PART IV

Item 15.

(a)

3. Exhibits

13	Portions of the Annual Report to Security Holders for the Year Ended December 31, 2010 included pursuant to Note 2 to General Instruction G.
32.a	Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a).
32.b	Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a).

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: November 22, 2011

POLARIS INDUSTRIES INC.

/s/ Michael W. Malone

Michael W. Malone

Vice President – Finance and

Chief Financial Officer

EXHIBIT INDEX

13	Portions of the Annual Report to Security Holders for the Year Ended December 31, 2010 included pursuant to Note 2 to General Instruction G.
32.a	Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a).
32.b	Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a).

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EX-13

Exhibit 13

OTHER INVESTOR INFORMATION

STOCK EXCHANGE

Shares of common stock of Polaris Industries Inc. trade on the New York Stock Exchange under the symbol PII.

INDEPENDENT AUDITORS

Ernst & Young LLP, Minneapolis, MN

TRANSFER AGENT AND REGISTRAR

Communications concerning transfer requirements, address changes, dividends and lost certificates, as well as requests for Dividend Reinvestment Plan enrollment information, should be addressed to:

Wells Fargo Bank, N.A.

Shareowner Services

161 North Concord Exchange

South St. Paul, MN 55075-1139

1-800-468-9716

www.wellsfargo.com/com/shareowner_services

ANNUAL SHAREHOLDERS’ MEETING

The meeting will be held at 9:00 a.m. Central Time, April 28, 2011, at the Polaris Industries Inc. corporate headquarters, 2100 Highway 55, Medina, Minnesota. The proxy statement will be available on or about March 10, 2011. The shareholder-of-record date is February 28, 2011.

SUMMARY OF TRADING

For the Years Ended December 31,

	2010				2009
Quarter	High		Low		High		Low
First	$	53.87	$	42.04	$	32.76	$	14.53
Second		65.00		51.08		36.62		21.05
Third		66.82		51.79		44.00		30.31
Fourth		81.39		63.83		49.74		37.33

CASH DIVIDENDS DECLARED

Cash dividends are declared quarterly and have been paid since 1995. On January 20, 2011, the quarterly dividend was increased 13 percent to $0.45 per share.

Quarter	2010		2009
First	$	0.40	$	0.39
Second		0.40		0.39
Third		0.40		0.39
Fourth		0.40		0.39
Total	$	1.60	$	1.56

SHAREHOLDERS OF RECORD

Shareholders of record of the Company’s common stock on February 28, 2011, were 2,536.

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SHAREHOLDER COMPOSITION

DIVIDEND REINVESTMENT PLAN

Shareholders may automatically reinvest their dividends in additional Polaris common stock through the Dividend Reinvestment Plan, which also provides for purchase of common stock with voluntary cash contributions. For additional information, please contact Wells Fargo Shareowner Services at 1-800-468-9716 or visit the Wells Fargo Bank website at www.wellsfargo.com.

INTERNET ACCESS

To view the Company’s annual report and financial information, products and specifications, press releases, dealer locations and product brochures, access Polaris on the Internet at:

www.polarisindustries.com

www.victory-usa.com

INVESTOR RELATIONS

Security analysts and investment professionals should direct their business-related inquiries to:

Richard Edwards

Director of Investor Relations

Polaris Industries Inc.

2100 Highway 55

Medina, MN 55340

763-513-3477

richard.edwards@polarisind.com

RESEARCH COVERAGE AS OF FEBRUARY 2011

BMO Capital Markets Corp.

Citigroup

Craig-Hallum Partners

Feltl and Company, Inc.

KeyBanc Capital Markets Inc.

Longbow Research Morningstar, Inc.

RBC Capital Markets

Raymond James & Associates

Robert W. Baird & Co.

Sidoti & Company

Wedbush Morgan Securities

Wells Fargo Securities

STOCK-SPLIT HISTORY

August 1993	2 for 1
October 1995	3 for 2
March 2004	2 for 1

CERTIFICATIONS

The Company’s chief executive officer submitted the annual CEO certification to the New York Stock Exchange, certifying that he is not aware of any violation by the Company of the New York Stock Exchange’s corporate governance listing standards.

The chief executive officer and chief financial officer certifications required by section 302 of the Sarbanes-Oxley Act of 2002 have been filed as exhibits to the Form 10-K included with this report.

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The selected financial data presented below is qualified in its entirety by, and should be read in conjunction with, the Consolidated Financial Statements and Notes thereto and other financial and statistical information, including the information referenced under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” located in the Form 10-K included in this report.

FOR THE YEARS ENDED DECEMBER 31,	2010			2009			2008			2007
STATEMENT OF OPERATIONS DATA
Sales Data:
Total sales	$	1,991.1		$	1,565.9		$	1,948.3		$	1,780.0
Percent change from prior year		27	%		-20	%		9	%		7	%
Sales mix by product:
Off-Road Vehicles		69	%		65	%		67	%		67	%
Snowmobiles		10	%		12	%		10	%		10	%
On-Road Vehicles		4	%		3	%		5	%		6	%
Parts, garments and accessories		17	%		20	%		18	%		17	%
Gross Profit Data:
Total gross profit	$	530.2		$	393.2		$	445.7		$	393.0
Percent of sales		26.6	%		25.1	%		22.9	%		22.1	%
Operating Expense Data:
Total operating expenses	$	326.3		$	245.3		$	284.1		$	262.3
Percent of sales		16.4	%		15.7	%		14.6	%		14.7	%
Net Income Data:
Net income from continuing operations	$	147.1		$	101.0		$	117.4		$	112.6
Percent of sales		7.4	%		6.5	%		6.0	%		6.3	%
Diluted net income per share from continuing operations	$	4.28		$	3.05		$	3.50		$	3.10
Net income	$	147.1		$	101.0		$	117.4		$	111.7
Diluted net income per share	$	4.28		$	3.05		$	3.50		$	3.07
CASH FLOW DATA
Cash flow provided by continuing operations	$	297.9		$	193.2		$	176.2		$	213.2
Purchase of property and equipment		55.7			43.9			76.6			63.7
Repurchase and retirement of common shares		27.5			4.6			107.2			103.1
Cash dividends to shareholders		53.0			50.2			49.6			47.7
Cash dividends per share	$	1.60		$	1.56		$	1.52		$	1.36
BALANCE SHEET DATA (at end of year)
Cash and cash equivalents	$	393.9		$	140.2		$	27.2		$	63.3
Current assets		808.1			491.5			443.6			447.6
Total assets		1,061.6			763.7			751.1			769.9
Current liabilities*		584.2			343.1			404.8			388.2
Long-term borrowings under credit agreements		100.0			200.0			200.0			200.0
Shareholders’ equity		371.0			204.5			137.0			173.0

NOTE: All periods presented reflect the classification of the marine products division’s financial results, including the loss from discontinued operations and the loss on disposal of the division, as discontinued operations.

* 2010 Includes $100 million of short-term borrowings under credit agreements.

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2006			2005			2004			2003			2002			2001			2000
$	1,656.5		$	1,869.8		$	1,773.2		$	1,552.4		$	1,468.2		$	1,427.4		$	1,327.0
	-11	%		5	%		14	%		6	%		3	%		8	%		7	%
	67	%		66	%		66	%		67	%		64	%		58	%		62	%
	10	%		14	%		16	%		15	%		20	%		26	%		23	%
	7	%		5	%		4	%		4	%		2	%		1	%		1	%
	16	%		15	%		14	%		14	%		14	%		15	%		14	%
$	359.4		$	411.0		$	416.6		$	356.0		$	324.6		$	299.2		$	281.3
	21.7	%		22.0	%		23.5	%		22.9	%		22.1	%		21.0	%		21.2	%
$	238.4		$	244.7		$	242.7		$	206.0		$	181.8		$	164.5		$	153.2
	14.4	%		13.1	%		13.7	%		13.3	%		12.4	%		11.5	%		11.5	%
$	112.8		$	137.7		$	132.3		$	115.2		$	107.1		$	93.8		$	85.7
	6.8	%		7.4	%		7.5	%		7.4	%		7.3	%		6.6	%		6.5	%
$	2.72		$	3.15		$	2.97		$	2.58		$	2.28		$	1.99		$	1.81
$	107.0		$	136.7		$	99.9		$	106.3		$	99.4		$	87.5		$	79.1
$	2.58		$	3.12		$	2.25		$	2.38		$	2.12		$	1.86		$	1.67
$	152.8		$	162.5		$	237.1		$	162.5		$	195.8		$	192.0		$	105.1
	52.6			89.8			88.8			59.2			52.3			52.9			61.6
	307.6			132.3			66.8			73.1			76.4			49.2			39.6
	50.2			47.0			38.9			26.7			25.3			22.8			20.6
$	1.24		$	1.12		$	0.92		$	0.62		$	0.56		$	0.50		$	0.44
$	19.6		$	19.7		$	138.5		$	82.8		$	81.2		$	40.5		$	2.4
	393.0			374.0			465.7			387.7			343.7			305.3			240.9
	778.8			770.6			792.9			674.2			614.4			568.0			492.2
	361.4			375.6			405.2			330.5			313.5			308.3			238.4
	250.0			18.0			18.0			18.0			18.0			18.0			47.1
	167.4			377.0			368.1			325.7			282.8			241.6			206.7

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EX-32.(A)

Exhibit 32.a

POLARIS INDUSTRIES INC.

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Scott W. Wine, Chief Executive Officer of Polaris Industries Inc., a Minnesota corporation (the “Company”), hereby certify as follows:

1. This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2010 (the “Periodic Report”);

2. The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: November 22, 2011

/s/ Scott W. Wine

Scott W. Wine

Chief Executive Officer

EX-32.(B)

Exhibit 32.b

POLARIS INDUSTRIES INC.

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Michael W. Malone, Vice President — Finance and Chief Financial Officer of Polaris Industries Inc., a Minnesota corporation (the “Company”), hereby certify as follows:

1. This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2010 (the “Periodic Report”);

2. The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: November 22, 2011

/s/ Michael W. Malone

Michael W. Malone

Vice President — Finance and Chief Financial Officer