---

---

1.	Elect one Class III director for a one-year term ending in 2015 and three Class II directors for three-year terms ending in 2017.

2.	Approve the amended and restated Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan.

3.	Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014.

4.	Submit an advisory vote on approval of the compensation of our Named Executive Officers (as defined in the accompanying Proxy Statement).

5.	Act on any other matters that may properly come before the meeting.

1.	The director nominees named in the accompanying Proxy Statement.

2.	The approval of the amended and restated Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan.

3.	The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014.

4.	The advisory vote to approve the compensation of our Named Executive Officers.

---

---

Q:	Who can vote?

A:

You can vote if you were a shareholder at the close of business on the record date of February 27, 2014. There were a total of 65,878,994 shares of our common stock outstanding on February 27, 2014. The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and any accompanying proxy card, along with the 2013 Annual Report to Shareholders and the 2013 Annual Report on Form 10-K, were first made available to you beginning on or about March 7, 2014. The Proxy Statement summarizes the information you need to vote at the Annual Meeting.

Q:	What am I voting on?

A:	You are voting on:

•	Election of one nominee as a Class III director for a one-year term ending in 2015 and three nominees as Class II directors for three-year terms ending in 2017. The Board of Directors’ nominee for Class III is Kevin M. Farr, and the nominees for Class II are Gary E. Hendrickson, R.M. (Mark) Schreck, and William G. Van Dyke.

•	Approval of the amended and restated Senior Executive Annual Incentive Compensation Plan.

•	Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014.

•	Advisory vote on approval of the compensation of our Named Executive Officers (as defined below).

Q:	How does the Board recommend I vote on the proposals?

A:

The Board is soliciting your proxy and recommends you vote FOR the director nominees, FOR the approval of the amended and restated Senior Executive Annual Incentive Compensation Plan, FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014 and FOR the advisory vote on approval of the compensation of our Named Executive Officers.

Q:	Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of the proxy materials?

A:

“Notice and Access” rules adopted by the United States Securities and Exchange Commission (the “SEC”) permit us to furnish proxy materials, including this Proxy Statement and our Annual Report for 2013, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail will remain in effect until you revoke it.

Q:	How many shares must be voted to approve each proposal?

A:

Quorum. A majority of the outstanding shares of our common stock represented in person or by proxy is necessary to constitute a quorum for the transaction of business at the Annual Meeting. As of the record date, 65,878,994 shares of our common stock were issued and outstanding. A majority of those shares, or 32,939,498 shares of our common stock, will constitute a quorum for the purpose of electing directors, adopting proposals and submitting advisory votes at the Annual Meeting. If you submit a valid proxy or attend the Annual Meeting, your shares will be counted to determine whether there is a quorum.

---

Q:	What is the effect of broker non-votes and abstentions?

A:

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. If a broker returns a “non-vote” proxy indicating a lack of authority to vote on a proposal, then the shares covered by such a “non-vote” proxy will be deemed present at the meeting for purposes of determining a quorum, but not present for purposes of calculating the vote with respect to that particular proposal. Nominees will not have discretionary voting power with respect to any matter to be voted upon at the Annual Meeting other than the ratification of the selection of our independent registered public accounting firm. Broker non-votes will generally have no effect in determining whether any proposals to be voted on at the Annual Meeting are approved, although if a quorum for the Annual Meeting could not be established without including broker non-votes, then the broker non-votes required to establish the minimum quorum would have the same effect as votes against the proposal to approve the amended and restated Senior Executive Annual Incentive Compensation Plan.

Q:	How will the proxies vote on any other business brought up at the meeting?

A:	By submitting your proxy, you authorize the proxies to use their judgment to determine how to vote on any other matter brought before the Annual Meeting. We do not know of any other business to be considered at the Annual Meeting.

Q:	How do I cast my vote?

A:	If you are a shareholder whose shares are registered in your name, you may vote your shares in person at the Annual Meeting or by using one of the three following methods:

•	Vote by Internet by following the instructions for Internet voting shown on the Notice, or if you requested printed proxy materials or you receive a paper copy of the proxy card, by following the instructions provided with your proxy materials and on your proxy card.

---

•	Vote by phone following the instructions for telephone voting provided with your printed proxy materials and on your proxy card.

•	Vote by completing, signing, dating and mailing the proxy card in the envelope provided. If you vote by phone or Internet, please do not mail your proxy card.

Q:	Can I vote my shares by filling out and returning the Notice?

A:	No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet, by requesting and returning a paper proxy card or voting instruction card, or by submitting a ballot in person at the meeting.

Q:	Can I revoke or change my vote?

A:	You can revoke your proxy at any time before it is voted by:

•	Submitting a new proxy with a more recent date than that of the first proxy given by (1) following the telephone voting instructions or (2) following the Internet voting instructions or (3) completing, signing, dating and returning a new proxy card to us; or

•	Giving written notice before the vote at the meeting to our Secretary, stating that you are revoking your proxy.

Q:	Who will count the votes?

A:	Broadridge Financial Solutions, our independent proxy tabulator, will count the votes. A representative of Broadridge Financial Solutions and Sean Bagan, our Treasurer, will act as inspectors of election for the meeting.

Q:	Is my vote confidential?

A:	All proxies and all vote tabulations that identify an individual shareholder are confidential. Your vote will not be disclosed, except:

•	To allow Broadridge Financial Solutions to tabulate the vote;

•	To allow Sean Bagan, our Treasurer, and a representative of Broadridge Financial Solutions to certify the results of the vote; and

•	To meet applicable legal requirements.

Q:	What shares are included on my proxy?

A:

Your proxy will represent all shares registered to your account in the same social security number and address, including any full and fractional shares you own under the Polaris 2007 Omnibus Incentive Plan, the Polaris Restricted Stock Plan, the Polaris Employee Stock Purchase Plan, as well as shares you own through the Polaris Employee Stock Ownership Plan and the Polaris 401(k) Retirement Savings Plan.

Q:	What happens if I don’t vote shares that I own?

A:	For shares registered in your name. If you do not vote shares that are registered in your name by voting in person at the Annual Meeting or by proxy through the Internet, telephone or mail as described on the Notice, the Internet voting site or, if you requested printed proxy materials or receive a paper copy of the proxy card, by following the instructions

---

Q:	How are common shares in the Polaris Employee Stock Ownership Plan voted?

A:

If you hold shares of common stock through the Polaris Employee Stock Ownership Plan, your proxy card will instruct the trustee of the plan how to vote the shares allocated to your plan account. If you do not return your proxy card (or you submit it with an unclear voting designation or with no voting designation at all), then the plan trustee will vote the shares in your account in proportion to the instructions actually received by the trustee from participants who give voting instructions. Votes under the Polaris Employee Stock Ownership Plan receive the same confidentiality as all other votes.

Q:	How are common shares in the Polaris 401(k) Retirement Savings Plan voted?

A:

If you hold shares of our common stock through the Polaris 401(k) Retirement Savings Plan, your proxy card will instruct the trustee of the plan how to vote the shares allocated to your plan account. If you do not return your proxy card (or you submit it with an unclear voting designation or with no voting designation at all), then the shares in your account will not be voted. Votes under the Polaris 401(k) Retirement Savings Plan receive the same confidentiality as all other votes.

Q:	What does it mean if I get more than one Notice or proxy card?

A:	Your shares are probably registered in more than one account. You should provide voting instructions for all Notices and proxy cards you receive.

Q:	How many votes can I cast?

A:	You are entitled to one vote per share on all matters presented at the meeting.

Q:	When are shareholder proposals and nominees due for the 2015 Annual Meeting of Shareholders?

A:	If you want to submit a shareholder proposal or nominee for the 2015 Annual Meeting of Shareholders, you must submit the proposal in writing to our Corporate Secretary, Polaris Industries Inc., 2100 Highway 55, Medina, Minnesota 55340, so it is received by the relevant date set forth below under “Submission of Shareholder Proposals and Nominations. ”

Q:	How is this proxy solicitation being conducted?

A:

We engaged D.F. King & Co., Inc. to assist in the distribution of proxy materials and the solicitation of votes for a fee of $16,000, plus out-of-pocket expenses. We will pay for the cost of soliciting proxies and we will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our shareholders. In addition, some of our employees may solicit proxies. D.F. King & Co., Inc. and employees may solicit proxies in person, by telephone and by mail. Our employees will not receive special compensation for these services, which the employees will perform as part of their regular duties.

---

(1)

The address for The Vanguard Group and its subsidiaries (collectively, “Vanguard”) is 100 Vanguard Boulevard, Malvern, PA 19355. Vanguard has sole voting power with respect to 58,649 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 4,150,293 shares and shared dispositive power with respect to 51,349 shares. This information was reported on a Schedule 13G/A filed by Vanguard with the SEC on February 11, 2014.

---

(2)	The address for BlackRock, Inc. and its affiliates (collectively, “BlackRock”) is 40 East 52nd Street, New York, NY 10022. BlackRock, an investment advisor, has sole voting power with respect to 3,792,808 shares and sole dispositive power with respect to 4,184,476 shares. This information was reported on a Schedule 13G/A filed by BlackRock with the SEC on January 30, 2014.

(3)	The address for the Polaris Industries Inc. Employee Stock Ownership Plan (the "ESOP") is 2100 Highway 55, Medina, MN 55340. The ESOP has shared voting and shared dispositive power with respect to 4,148,336 shares. This information was reported on a Schedule 13G filed by the ESOP with the SEC on February 13, 2014.

(4)

The address for Wells Fargo & Company and its subsidiaries (collectively, "Wells Fargo") is 420 Montgomery Street, San Francisco, CA 94104. Wells Fargo has sole voting power with respect to 1 share, shared power to vote with respect to 3,875,935 shares, sole dispositive power with respect to 1 share, and shared dispositive power with respect to 3,898,267 shares. This information was reported on a Schedule 13G filed by Wells Fargo with the SEC on January 27, 2014.

(5)

Includes 24,000 and 30,000 restricted shares of common stock awarded to Messrs. Wine and Williams, respectively, and 93,000 aggregate restricted shares of common stock awarded to current executive officers as a group under the Polaris Industries Inc. 2007 Omnibus Incentive Plan. All of the 93,000 restricted shares, except 24,000 unvested shares granted to Mr. Wine in January 2011 become freely tradable only if we achieve certain financial targets provided holders continue to be employees. The remaining 24,000 unvested restricted shares granted to Mr. Wine become freely tradable on a ratable basis over the next two years provided that he continues to be an employee.

(6)	Includes shares which could be purchased by the indicated person upon the exercise of vested options within 60 days after February 14, 2014: Mr. Wine, 430,000 shares; Mr. Malone, 94,000 shares; Mr. Morgan, 462,500 shares; Ms. Bogart, 27,000 shares; Mr. Williams, 54,000 shares; and all executive officers combined, 1,307,500 shares.

(7)	Includes 20,994 shares which are held in a revocable trust in the name of Mr. Malone’s spouse.

(8)	Includes 6,067 shares held by Mr. Morgan in the Polaris Employee Stock Ownership Plan, over which he holds shared voting power, 17,482 shares which are held in a revocable trust in the name of Mr. Morgan’s spouse, and 300 shares held by Mr. Morgan’s child, as to which beneficial ownership is disclaimed.

(9)	Includes 2,000 shares which are held in a revocable trust.

(10)

Represents the number of common stock equivalents credited as of February 14, 2014 to the accounts of each non-employee director and the accompanying dividend equivalent units, as maintained by us under the Polaris Industries Inc. Deferred Compensation Plan for Directors. A director will receive one share of common stock for every common stock equivalent held by that director upon his or her termination of service as a member of the Board or upon a change of control of our Company. The plan is described in this Proxy Statement under the heading “Director Compensation.”

(11)

Represents the number of deferred stock units awarded from May 2007 through April 2013 to each of the non-employee directors under the Polaris Industries Inc. 2007 Omnibus Incentive Plan and the accompanying dividend equivalent units. A director will receive one share of common stock for every deferred stock unit upon his or her termination of service as a director or upon a change in control of our Company. The grant of deferred stock units is described in this Proxy Statement under the heading “Director Compensation.”

---

•	Preside over all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•	Serve as a liaison between the Chairman and the independent directors;

•	In consultation with the Chairman, approve:

•	Key information sent to the Board;

•	Meeting agendas for the Board; and

•	Meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•	Have the authority to call meetings of the independent directors;

•	If requested by major shareholders, ensure his/her availability for consultation and direct communication;

•	Conduct and facilitate annual Board self-evaluation;

•	Communicate with CEO about strategic business issues and governance process or board relationships; and

•	Coordinate with the Compensation Committee on CEO evaluation.

---

---

•	Assist the Board of Directors in its oversight of (a) the integrity of our financial statements, (b) the effectiveness of internal control over financial reporting, (c) our compliance with legal and regulatory requirements, (d) the independent auditor’s performance, qualifications and independence, and (e) the responsibilities, performance, budget and staffing of our internal audit function;

•	Prepare the Audit Committee Report that appears later in this Proxy Statement;

•	Serve as an independent and objective party to oversee our financial reporting process and internal control system; and

•	Provide an open avenue of communication among the independent auditor, financial and senior management, the internal auditors and the Board.

---

•	Assist the Board in establishing a philosophy and policies regarding executive and director compensation;

•	Provide oversight to the administration of our director and executive compensation programs;

•	Administer our stock option, restricted stock and other equity-based and cash incentive plans;

•	Review and approve the compensation of directors, executive officers and senior management;

•	Review and discuss the Compensation Discussion and Analysis that appears later in this Proxy Statement and prepare any report on executive compensation required by the rules and regulations of the SEC or other regulatory body, including the Compensation Committee Report that appears later in this Proxy Statement; and

•	Review the process for managing executive development and succession, assist the Board in management development and succession planning and review with the CEO the confidential written procedure for the timely and efficient transfer of his or her responsibilities in the event of his or her sudden incapacitation or departure.

---

---

---

---

---

---

---

---

•	Scott W. Wine, Chairman of the Board and Chief Executive Officer (“CEO”);

•	Michael W. Malone, Vice President – Finance and Chief Financial Officer (“CFO”);

•	Bennett J. Morgan, President and Chief Operating Officer (“COO”);

•	Stacy L. Bogart, Vice President – General Counsel and Secretary (“VP-GC”); and

•	James P. Williams, Vice President – Human Resources (“VP-HR”).

•	For the fourth consecutive year, we achieved record sales, with 2013 sales of $3,777.1 million representing an 18% increase over 2012.

•	Net income from continuing operations per diluted share increased to a record amount for the fourth consecutive year, from $4.40 to $5.40, a 23% increase over 2012.

•	Net income from continuing operations increased to a record amount for the fourth consecutive year, from $312.3 million to $381.1 million, or 22% over 2012.

•	Our operating income as a percentage of sales increased from 14.9% to 15.3% in 2013.

•	Our stock price closed 2013 at $145.64, an increase of 73% over the 2012 closing price of $84.15.

(1)	1-Year, 3-Year and 5-Year Total Shareholder Return are annualized total shareholder rates of return reflecting the stock price appreciation plus reinvestment of dividends, as of December 31, 2013.

(2)	These percentiles represent Total Shareholder Return of the members of our 2013 Peer Group.

---

•

Mr. Wine received a 3.8% increase in his annual base salary in 2013 to $950,000, to bring his base salary near the market median and to reward him once again for our exceptional performance during 2012. Messrs. Malone and Morgan, Ms. Bogart, and Mr. Williams received 5.9%, 9.5%, 7.4% and 4.4% base salary increases, respectively, generally to maintain their base salary positions with respect to the market median and also to reward them for their contributions and exceptional performance during 2012.

•	Annual cash incentives to the Named Executive Officers under our Senior Executive Annual Incentive Compensation Plan (the “Senior Executive Plan”) for 2013 paid above the target amount under the plan as adjusted net income per diluted share exceeded target by approximately 7%.

•

Long-term cash incentives to the Named Executive Officers under our Long-Term Incentive Plan (the “LTIP”) for the 2011-2013 performance period paid out at the maximum level for the third consecutive year. In addition, each Named Executive Officer had elected to tie the amount of his payout under the LTIP to the performance of our stock price over the three year performance period, during which our share price increased 270% from $39.325 to $145.64 (or 231% for Mr. Williams based on $44.00 stock price on the measurement date for his award).

•	We granted performance restricted stock unit awards to our Named Executive Officers in 2013 similar in structure to the 2012 awards. The number of units that will vest and be paid out in shares of common stock will be determined by the degree to which the Company satisfies specified performance goals over a three-year (2013-2015) performance period.

•	We granted annual stock option awards to the Named Executive Officers as a group consistent with our past practice, taking into consideration our exceptional performance in recent years.

•	Pay for Performance:  Emphasize variable compensation that is tied to our financial and stock price performance in an effort to generate and reward superior individual and collective performance;

•	Shareholder Alignment:  Link executives’ incentive goals with the interests of our shareholders, provide equity-based forms of compensation and establish specific stock ownership guidelines for employees in key management positions throughout our Company;

•	Long-Term Success:  Support and reward executives for consistent performance over time and achievement of our long-term strategic goals; and

•	Retention:  Attract and retain highly qualified executives whose abilities are critical to our success and competitive advantage.

---

•	Provide a fixed level of compensation on which executive officers can rely

•	Salary levels set based on an assessment of:

•	Level of responsibility

•	Experience and time in position

•	Individual performance

•	Future potential

•	Salary level relative to market median

•	Internal pay equity considerations

•	Salary levels are reviewed annually by the Compensation Committee and adjusted as appropriate

•	Provide explicit incentives to achieve or exceed annual budgeted earnings per share objectives

•	Link pay to performance

•	Align performance objectives with interests of our shareholders

•	Target incentive opportunity expressed as a percentage of executive officer’s base salary, based on responsibilities of position, expected level of contribution and consideration of market data

•	Maximum potential payouts established for purposes of Section 162(m) of the Internal Revenue Code (“Section 162(m)”) based on attainment of specified levels of financial performance

•	Actual payouts may be less than or equal to maximum potential payouts based on degree to which financial

---

•	Provide executive officers with incentives to achieve multi-year financial and operational objectives

•	Link pay to financial, operational and stock price performance

•	Align executive officers’ interests with the interests of our shareholders

•	Attract and retain highly qualified executive officers

•	Equity and cash-based performance awards vest and pay out based on the degree to which specified financial objectives are attained over a three-year performance period

•	Target incentive opportunity expressed as a percentage of executive officer’s base salary, based on responsibilities of position, expected level of contribution and consideration of market data

•	Prior to 2012, executive officers could elect to tie cash incentive payout amounts to stock price performance over the three-year performance period

•	Stock options provide value to executive officers only if stock price increases over the stock option term, generally ten years

•	Restricted stock vests upon attainment of specified multi-year financial objectives and/or completion of a specified period of employment

•	All grants are approved by the Compensation Committee

•	Actual payouts are determined by the Compensation Committee

•	Provide an overall compensation package that is competitive with those offered by companies with whom we compete for executive talent

•	Provide a level of retirement income and promote retirement savings in a tax-efficient manner

•	Participation in 401(k) plan and health and welfare plans on same terms as employees generally

•	Executive officers may participate in a non-qualified supplemental retirement savings plan and will receive an employer match up to 5% on base salary and Senior Executive Plan deferral contributions when their 401(k) participation has been limited by IRS annual contribution rules

•	Perquisites described on page 30

•	Attract and retain highly qualified executives

•	Enable executive officers to evaluate potential transactions focused on shareholder interests

•	Provide continuity of management

•	Provide a bridge to next professional opportunity in the event of an involuntary termination

•	Double-trigger change in control severance arrangements

•	Single-trigger accelerated vesting of equity awards upon change in control

•	Severance for termination by the Company without cause (or for good reason by CEO)

•	Non-compete and non-solicitation restrictions following termination of employment

---

---

---

---

---

---

---

---

---

•	Reimbursement of club entrance/initiation fees and monthly club dues;

•	Reimbursement of tax, estate and financial planning fees;

•	Reimbursement of relocation expenses, and tax gross-ups for certain such expenses;

•	Supplemental family medical and dental coverage up to $50,000 a year through the Exec-U-Care program, which covers annual expenses not covered under the basic medical and dental benefit plans that are available to Company employees generally, and reimbursement of the cost of annual physicals at the Mayo Clinic for each executive officer and spouse; and

•	Temporary use of Polaris products to encourage a first-hand understanding of the riding experience of our customers and to provide executive officers with an opportunity to evaluate product design and efficiency, along with related parts, garments and accessories.

•	Allow executive officers to weigh potential transactions focused on shareholder interests and not personal interests;

•	Provide executive officers with a measure of security in the event of an actual or potential change in corporate ownership or control; and

•	Provide executive officers with a bridge to their next professional opportunity.

---

---

---

(1)	Amounts shown in this column include elective contributions under the 401(k) Plan and SERP for Messrs. Wine, Malone, Morgan, Ms. Bogart and Mr. Williams in the amount of $477,664, $30,687, $34,990, $21,167, and $92,401, respectively.

(2)	The amount shown in this column represents a signing bonus paid upon commencement of employment for Mr. Williams in April 2011.

(3)

Amounts shown in this column represent the aggregate grant date fair value of PRSUs, LTIP stock unit awards and time-based and performance-based restricted stock awards granted to each of our Named Executive Officers in the fiscal years indicated. The calculation of the grant date fair value amounts for PRSU awards (in 2013 and 2012) and LTIP stock unit awards (in 2011) assumes target-level performance against the specified PRSU and LTIP financial goals and is calculated in accordance with FASB ASC Topic 718 based on the closing market price of our common stock on the applicable measurement date for the award. If instead the amounts were calculated assuming maximum-level performance, the grant date fair value of the 2013 PRSU awards would have been as follows: for Mr. Wine, $2,287,468; for Mr. Malone, $680,016; for Mr. Morgan; $1,050,022; for Ms. Bogart, $560,024, and for Mr. Williams, $544,030. The time-based and performance-based restricted stock awards reported in this column (for Mr. Wine and Mr. Williams in 2011) reflect the aggregate grant date fair value of the restricted shares granted in 2011 computed in accordance with FASB ASC Topic 718, based on the closing market price of our common stock on the grant date. The actual value ultimately realized by our Named Executive Officers with respect to these PRSU, LTIP and performance-based awards will depend on our actual performance against the specified financial goals and the market value of our common stock on the last day of the performance period, and may differ substantially from the grant date fair values shown. Additional information regarding the 2013 awards is set forth below under the caption “Grants of Plan-Based Awards in 2013” on page 35.

(4)

Amounts shown in this column represent the grant date fair value of stock option awards granted to each of our Named Executive Officers in the fiscal years indicated. Grant date fair value is calculated in accordance with the requirements of FASB ASC Topic 718 using the Black-Scholes method. The assumptions used in determining the grant date fair value of the awards are set forth in Note 2 to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

---

(5)	Amounts shown in this column represent payments under the Senior Executive Plan, which are reported for the year in which the related services were performed. Additional information about these payments is set forth under the caption “2013 Annual Incentive Compensation” on page 24.

(6)

Amounts shown in this column include Company matching contributions to the 401(k) Plan and SERP, life insurance premiums and the aggregate incremental cost to us of the following perquisites: club dues, financial planning and tax preparation services, Exec-U-Care supplemental health and dental coverage, annual physicals, the use of Company products and the receipt of related parts, garments and accessories. These perquisites are described in further detail under the caption “Perquisites” on page 30. Additional detail regarding the components of the amounts shown for 2013 for each of our Named Executive Officers is provided below in the “All Other Compensation Table.”

(7)	Ms. Bogart first became a Named Executive Officer in 2013.

(8)	Mr. Williams was hired in April 2011, so his compensation information for 2011 reflects only the portion of the year after his hiring.

(1)

Each year, the CEO is provided with the use of 16 Polaris products, the President and COO is provided with the use of up to 12 Polaris products and other executive officers are provided with use of up to eight Polaris products. The products used by our executive officers are either returned to the Company or purchased at a price greater than cost at the end of a defined usage period. We sell the returned products to dealers at an amount greater than the cost of such products to the Company. As a result, there is no aggregate incremental cost to the Company associated with such use.

---

(1)

Amounts in these columns represent potential payouts under the Senior Executive Plan, which is our annual cash incentive plan, based on the achievement of specified financial and other goals. The threshold payouts are 20% of base salary and the target payouts range from 80% to 125% of base salary among our Named Executive Officers. The maximum payouts represent the maximum Section 162(m) payout amounts, which for Mr. Wine is 250% of base salary and for each other individual is 200% of base salary. See “2013 Annual Incentive Compensation” on page 24. These estimated payout amounts are based on each Named Executive Officer’s salary for the year in which performance occurs. The actual amount earned in 2013 by each Named Executive Officer (and paid in February 2014) under the Senior Executive Plan is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)

Amounts in these columns for each Named Executive Officer represent the number of PRSUs that may be earned and vested based on the degree to which the financial goals are attained. The threshold number of units that may be earned is 12.5% of target, and the maximum Section 162(m) number of units that may be earned is 200% of target. The target number of units for each individual is based on a specified percentage of that Named Executive Officer’s salary on the date of the award converted into stock units at a price of $86.45, the closing market price of a share of common stock at the applicable measurement date for the award.

(3)

Each amount reported in this column represents the grant date fair value of the applicable award. The calculation of the grant date fair value of the PRSU awards discussed in note (2) is based upon our assessment of the most probable outcome of the respective performance conditions. The actual amounts that will be received by our Named Executive Officers with respect to these performance-based awards will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was deemed probable at the date of grant.

---

---

---

(1)	Represents a stock option granted on September 1, 2008, which will vest as to the remaining shares on the sixth anniversary of the grant date.

(2)	Represents a stock option granted on February 1, 2010, which will vest as to the remaining shares on the fourth anniversary of the date of grant.

(3)	Represents a stock option granted on January 31, 2011, which will vest as to the remaining shares on the fourth anniversary of the date of grant.

(4)	Represents a stock option granted on February 1, 2012, which will vest with respect to 50% of the shares on each of the second and fourth anniversaries of the date of grant.

---

(5)	Represents a stock option granted on January 30, 2013, which will vest with respect to 50% of the shares on each of the second and fourth anniversaries of the date of grant.

(6)	Represents a time-based restricted stock award granted on January 31, 2011. The remaining shares will vest in three equal tranches on the third, fourth and fifth anniversaries of the date of grant.

(7)

Represents PRSU awards made on February 1, 2012 under the Omnibus Plan for the three-year performance period beginning January 1, 2012 and ending December 31, 2014 (“the 2012 PRSU Grant”). Units subject to the 2012 PRSU Grant may be earned and vested after the end of the three-year performance period and prior to March 15, 2015. The amount shown is the maximum number of units that could be earned and paid out in shares based on the SEC requirement that disclosure should be based on the next higher performance level than that achieved during the performance period to date. There is no assurance that the maximum amount would be the actual amount ultimately paid.

(8)

Represents PRSU awards made on January 30, 2013 under the Omnibus Plan for the three-year performance period beginning January 1, 2013 and ending December 31, 2015 (“the 2013 PRSU Grant”). Units subject to the 2013 PRSU Grant may be earned and vested after the end of the three-year performance period and prior to March 15, 2016. The amount shown is the maximum number of units that could be earned and paid out in shares based on the SEC requirement that disclosure should be based on the next higher performance level than that achieved during the performance period to date. There is no assurance that the maximum amount would be the actual amount ultimately paid.

(9)	Represents a stock option granted on April 4, 2011, which becomes exercisable on April 4, 2014, the third anniversary of the date of grant.

(10)

Represents a performance-based restricted stock award granted on April 4, 2011. The shares will either vest on (i) April 4, 2014 if we achieve specified net income and operating income as a percentage of sales goals for the year ending December 31, 2013, or (ii) April 4, 2015 if we achieve more rigorous net income and operating income as a percentage of sales goals for the year ending December 31, 2014.

(11)	These amounts are based upon our stock price of $145.64 on December 31, 2013. The actual value realized by our Named Executive Officers could be different based upon the eventual stock prices at the time of vesting.

---

(1)	Amounts shown in this column are based on the difference between the fair market value of a share of our common stock on the date of exercise and the exercise price.

(2)	Amounts shown in this column are based on the fair market value of a share of our common stock on the applicable vesting date.

(3)	This amount represents 12,000 shares of restricted stock vesting on January 31, 2013 at $87.09, and 34,584 stock units subject to an LTIP award that vested and became payable December 31, 2013, the last day of the applicable performance period, at $145.64. The LTIP award is expected to be paid in March 2014.

(4)	This amount represents an LTIP award that vested and became payable December 31, 2013, the last day of the applicable performance period, at $145.64. The LTIP award is expected to be paid in March 2014.

(5)	This amount represents 15,000 shares of restricted stock vesting on March 29, 2013 at $92.49, and 11,392 stock units subject to an LTIP award that vested and became payable December 31, 2013, the last day of the applicable performance period, at $145.64. The LTIP award is expected to be paid in March 2014.

(1)

These amounts represent elective contributions into the SERP during 2013 of a portion of base salary earned during 2013 and a portion of the incentive compensation payable during 2013 under the Senior Executive Plan and/or the LTIP by or to each of the Named Executive Officers.  The amount of any base salary deferred is included in the amount reported in the 2013 salary column of the Summary Compensation Table and the amount of any annual incentive deferred is included in the amount reported in the 2012 non-equity incentive plan compensation column of the Summary Compensation Table.  The amount of any LTIP payout deferred does not necessarily correspond to the grant date fair value of that LTIP award reported in the Summary Compensation Table in the year the award was granted.

---

(2)	These amounts represent Company matching contributions to the SERP during 2013. The amount in this column for each Named Executive Officer is included in the “All Other Compensation” column of the Summary Compensation Table for 2013.

(3)	These amounts represent earnings (losses) during 2013 credited to (deducted from) the respective Named Executive Officers’ SERP accounts. None of these amounts are included in compensation reported in the Summary Compensation Table because none of the earnings is considered to be “above market.”

(4)	Of the aggregate balances shown, the following amounts were previously reported as salary, annual incentive compensation, LTIP award compensation or all other compensation in Summary Compensation Tables covering fiscal years 2006 – 2012: Mr. Wine, $2,156,459; Mr. Malone, $356,190; Mr. Morgan, $440,628; and Mr. Williams, $27,423. Ms. Bogart first became a Named Executive Officer in 2013.

---

•	There is a substantial change in the composition of the Board which causes at least one-half of the Board to consist of new directors that were not nominated by the Company; or

•	A third party acquires ownership of 35% or more of our common stock, unless such acquisition is approved by the Company; or

•	We engage in certain extraordinary corporate events (such as a liquidation, dissolution, reorganization, merger or sale of all or substantially all of our assets), unless we are the surviving entity after such transaction or at least one-half of our Board continue to serve as directors of the surviving entity after such transaction, as applicable.

•	A lump sum payment equal to two times his average annual cash compensation (including base salary and cash incentives under the Senior Executive Plan and LTIP, but excluding the award or exercise of stock options or stock grants) for the three fiscal years (or lesser number of fiscal years if employed for a shorter duration) preceding the change in control termination;

•	Any earned but unpaid cash incentive award under the Senior Executive Plan;

•	If the termination occurs during the fiscal year after June 30, a payment of the amount of the average cash incentive award under the Senior Executive Plan paid to him for the three fiscal years immediately preceding the change in control, prorated for the full number of months actually worked in the current fiscal year prior to the termination.

•	The sum of (i) 100% of his annual base salary as of the termination date plus (ii) the amount of the cash incentive award paid to him under the Senior Executive Plan for the fiscal year immediately preceding the fiscal year in which

---

•	Any earned but unpaid cash incentive award under the Senior Executive Plan;

•	If the termination occurs during the fiscal year after June 30, payment of an amount equal to the cash incentive award under the Senior Executive Plan paid to him for the fiscal year immediately preceding the fiscal year in which the termination takes place, prorated for the full number of months actually worked in the current fiscal year prior to the termination;

•	An amount equal to what he would otherwise be eligible to receive pursuant to any outstanding LTIP award had he remained continuously employed through the end of the applicable performance period under the LTIP, prorated for the number of full calendar years actually worked during such performance period;

•	If he elects to receive benefits under the Consolidated Omnibus Reconciliation Act (“COBRA”), payment for the premiums for coverage of Mr. Wine, his spouse and/or dependents under our group health plans pursuant to COBRA for a one-year period; and

•	Reasonable executive outplacement services.

•	A lump sum cash payment equal to two times average annual cash compensation (including base salary and cash incentives under the Senior Executive Plan and LTIP, but excluding the award or exercise of stock options or stock grants) for our three fiscal years (or lesser number of fiscal years if employed for a shorter duration) immediately preceding such termination; and

•	Any earned but unpaid cash incentive awards under the Senior Executive Plan.

•	The sum of (i) 100% of his or her annual base salary as of the termination date (150% for Mr. Morgan) plus (ii) the amount of the cash incentive award under the Senior Executive Plan that was paid to the Named Executive Officer for the fiscal year immediately preceding the fiscal year in which the termination takes place;

•	Any earned but unpaid cash incentive award under the Senior Executive Plan;

•	An amount equal to what the Named Executive Officer would otherwise be eligible to receive pursuant to any outstanding LTIP award had he or she remained continuously employed through the end of the applicable performance period under the LTIP, prorated for the number of full calendar years actually worked during such performance period;

•	Eligibility for early retirement benefits under our Early Retirement Benefit Policy for Officers without regard to age or time of service for Messrs. Morgan and Malone and upon attainment of age and service criteria for other officers in accordance with the terms and conditions of such policy, which are discussed under the caption “Payments Made Upon Retirement” on page 44;

---

•	If the Named Executive Officer elects to receive benefits under COBRA, payment for the premiums for coverage of the Named Executive Officer, his or her spouse and/or dependents under our group health plans pursuant to COBRA for a one-year period;

•	Reasonable executive outplacement services; and

•	The release of restrictions on all outstanding restricted share awards for which the performance goal has been met and the performance period has expired.

•	Medical insurance coverage or cash equivalent for retirees and their spouses from age 55 to 64 with coverage coinciding with Medicare B on and after age 65;

•	Dental insurance coverage for retirees and their spouses at the same coverage level with the same provider as an active employee;

•	Continued annual physical exams at the Mayo Clinic for retirees and their spouses in accordance with the active officer benefit;

•	Continued use of Polaris products in accordance with the active Named Executive Officer benefits, including related

---

•	For Named Executive Officers other than the CEO, prorated LTIP payout based on the time worked during the performance measurement period payable in accordance with the normal payment schedule;

•	For Senior Executive Plan participants, a possible prorated payout under the plan based on the time worked during the incentive compensation award period payable in accordance with the normal payment schedule;

•	For Named Executive Officers other than the CEO, waiver of vesting period for outstanding stock options that have not yet vested at the date of retirement and an exercise period that is 36 months from the effective date of termination; and

•	For the CEO only, continued use of our airplane and travel services in accordance with the active officer benefit.

•	Earned but unpaid base salary through the date of termination;

•	Accrued but unused vacation pay through the date of termination;

•	Company matching contributions to the 401(k) Plan in an amount which take into account the final payouts for base salary, incentive awards under the Senior Executive Plan, if any, and accrued vacation;

•	Distributions of plan balances under the Polaris 401(k) Plan; and

•	A life insurance benefit equal to two times base salary up to a maximum of $650,000, payable in the event of termination upon death.

---

---

---

(1)

As described in more detail in the accompanying narrative, directors may defer all or a portion of the fees otherwise payable to them in accordance with our Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”). Each of the current directors deferred all fees otherwise payable to him or her in 2013 in accordance with the Deferred Compensation Plan. The deferred amounts were converted into common stock equivalents at the then current market price per share of our common stock. The aggregate number of common stock equivalents held by each non-employee director as of December 31, 2013 is reflected in the “Stock Awards” column of the “Non-Employee Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below.

(2)

On April 25, 2013, the continuing non-employee directors were each awarded under the Omnibus Plan 1,475 deferred stock units, each with a value equal to one share of our common stock. The grant date fair value for these deferred stock units was $86.89 per unit. The aggregate number of deferred stock units and common stock equivalents held by each non-employee director as of December 31, 2013 is reflected in the “Stock Awards” column of the “Non-Employee Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below.

(3)	Messrs. Caulk and Palen's service on the Board ended on April 25, 2013.

(4)	Mr. Farr was first appointed to the Board on October 24, 2013.

---

(1)	Includes common stock equivalents awarded to directors under the Deferred Compensation Plan and deferred stock units awarded under the Omnibus Plan and the accompanying dividend equivalent units issued on each form of award.

(2)	Mr. Farr was first appointed to the Board on October 24, 2013.

---

(1)	Mr. Farr was first appointed to the Board on October 24, 2013. We expect that Mr. Farr will satisfy the stock ownership guidelines on or prior to the fourth anniversary of the date he was first appointed to the Board.

---

(1)

Includes 4,628,511 shares issuable upon exercise of outstanding stock options, 568,750 shares issuable upon settlement of outstanding performance restricted stock units, 82,048 shares issuable upon settlement of deferred stock units and accompanying dividend equivalent units issued under the Omnibus Plan to non-employee directors and 116,941 shares issuable upon settlement of common stock equivalents awarded to non-employee directors under the Deferred Compensation Plan for Directors, but excludes 202,217 shares of restricted stock issued under the Omnibus Plan. The actual number of performance restricted stock unit shares to be issued depends on our financial performance over a period of time.

(2)	The weighted average remaining contractual life of outstanding options was 7.02 years as of December 31, 2013. Unvested stock options, stock appreciation rights and performance restricted stock units do not receive dividend equivalents.

(3)	Reflects the weighted-average exercise price of outstanding options. There is no exercise price for outstanding deferred stock units, common stock equivalents or performance restricted stock units.

(4)	A total of 26,088 shares were available under the Deferred Compensation Plan for Directors, a total of 4,712,411 shares were available under the Omnibus Plan (the Omnibus Plan pool is decreased by three shares for every one share subject to a full-value award) and a total of 1,758,835 shares were available under the Employee Stock Purchase Plan.

---

•	The maximum permitted payout to any individual in connection with an annual plan award has been increased from $2,500,000 to $4,000,000; and

•	The list of business criteria upon which performance objectives may be based has been expanded somewhat and conformed to the list of business criteria contained in our amended and restated 2007 Omnibus Incentive Plan that was approved by our shareholders in April 2011.

•	Net earnings or net income (before or after taxes);

---

•	Earnings per share or earnings per share growth, total units, or unit growth;

•	Net sales, sales growth, total revenue, or revenue growth;

•	Net operating profit;

•	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);

•	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);

•	Earnings before or after taxes, interest, depreciation, and/or amortization;

•	Gross or operating margins;

•	Productivity ratios;

•	Share price or relative share price (including, but not limited to, growth measures and total shareholder return);

•	Expense targets;

•	Margins;

•	Operating efficiency;

•	Market share or change in market share;

•	Customer retention or satisfaction;

•	Working capital targets; and

•	Economic value added or EVA® (net operating profit after tax minus the product of capital multiplied by the cost of capital).

---

---

---

---

---

•	Emphasizing variable compensation that is tied to our financial and stock price performance to generate and reward superior individual and collective performance,

•	Linking executives’ incentive goals with the interests of our shareholders, providing equity-based forms of compensation and establishing specific stock ownership guidelines for key management employees,

•	Supporting and rewarding executives for consistent performance over time and achievement of our long-term strategic goals, and

•	Attracting and retaining highly qualified executives whose abilities are critical to our success and competitive advantages.

•	Our sales increased 18% over 2012, to a record amount for the fourth consecutive year of $3,777 million.

•	Earnings from continuing operations per diluted share increased 22% over 2012 to a record amount for the fourth consecutive year of $5.40 per share.

•	Reported net income from continuing operations increased to $381 million for 2013, 22% over 2012.

•	Our stock price closed 2013 at $145.64 per share, an increase of 73% from $84.15 at the end of 2012.

---

---

---

•	Net income or net earnings (before or after taxes)

•	Earnings per share or earnings per share growth, total units, or unit growth

•	Net sales, sales growth, total revenue, or revenue growth

•	Net operating profit

•	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue)

•	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment)

•	Earnings before or after taxes, interest, depreciation, and/or amortization

•	Gross or operating margins

•	Productivity ratios

•	Share price or relative share price (including, but not limited to, growth measures and total shareholder return)

•	Expense targets

•	Margins

•	Operating efficiency

•	Market share or change in market share

•	Customer retention or satisfaction

•	Working capital targets

•	Economic value added or EVA (net operating profit after tax minus the product of capital multiplied by the cost of capital)

---

---

---

---

---

---

---