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Executives

Scott W. Wine - CEO

Bennett J. Morgan - President and COO

Michael W. Malone - VP - Finance and CFO

Richard Edwards - Director of IR

Analysts

Tim Conder – Wells Fargo Securities

Greg Badishkanian – Citigroup

Scott Hamann – KeyBanc Capital Markets

Jaime Katz – Morningstar, Inc.

Ed Aaron – RBC Capital Markets

Scott Stember – Sidoti & Company, LLC

Jimmy Baker – B. Riley & Company

James Hardiman – Longbow Research

Gerrick Johnson – BMO Capital Markets

Rommel Dionisio – Wedbush Securities

Craig Kennison – Robert W. Baird

Mark Smith – Feltl and Company

Polaris Industries Inc. (PII) F1Q 2012 Earnings Conference Call April 18, 2012 10:00 AM ET

Operator

Good morning. My name is Sarah, and I will be your conference operator today. At this time, I would like to welcome everyone to the Polaris Industries’ First Quarter Earnings Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer-session. (Operator instructions).

I would now turn the call over to Mr. Richard Edwards, Director of Investor Relations. Mr. Edwards, you may begin your conference.

Richard Edwards

Thank you, Sarah, and good morning everyone, and thank you for joining us for our 2012 first quarter earnings conference call. A slide presentation is accessible on our website at www.polarisindustries.com/irhome, which has additional information for this morning's call.

During the call today, we will be discussing certain topics including product demand and shipments, sales and margin trends, income and profitability levels, and other matters, including more specific guidance on our expectations for 2012, which should be considered forward-looking for the purposes of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements.

Now, I'll turn it over to Scott Wine, our CEO. Scott?

Scott W. Wine

Thanks Richard. Good morning and thank you for joining us. In January we summarized our leadership direction for 2012 with the theme staying on offence. As we discussed our first quarter performance this morning, we will highlight examples of exceptional performance by our teams and business units as well as encouraging signs about our end markets.

Over the past few years, we have demonstrated the discipline and focus to excel in difficult market conditions. And now, with a little wind at our backs we will continue to work hard to accelerate growth and extend our market share gains.

Sales for the first quarter increased 25% to a record $673.8 million as retail demand for our innovative RANGER and RZR Side by Sides and Victory Motorcycles continue to feel strong orders from dealers and distributors around the world.

We were not immune to the impact of limited snow fall and the unseasonably warm winter, but I was proud of the way our snow team battled to keep retail sales flat for the season by delivering industry leading market share gains.

International sales also started the year strong, up 20% over the first quarter of 2011. Both demand and internal execution improved throughout the quarter with March representing one of the single best months in the history of Polaris.

First quarter net income increased 27% to $60.1 million yielding record earnings per share of $0.85, also a 27% improvement over the prior year period.

Gross profit margins expanded 60 basis points to 28.9% as our manufacturing realignment savings and overall gain plans to sustainable margin growth yielded positive results.

We continue to make major investments in growth. In research and development and many new exciting market opportunities. But as shown by a 32% improvement on operating profit, our focus on profitable growth is steadfast.

Between our record earnings performance and our accelerating momentum in the first quarter, we are confident that we will surpass our previous full year 2012 sales and earnings guidance. Although we continue to see the potential for an economic slowdown in the later part of this year, we expect to leverage our industry leading combination of innovation and execution to drive solid growth in the second and third quarters.

We have modestly increased our estimates for the annual industry growth rates and coupling that with our predictive market share gains, we are comfortable increasing our full year sales guidance to up 13% over 2011.

With higher sales and expanding margins, full year earnings per share are now projected to be $3.85 to $4.00 per share, an increase of 20% to 25% over 2011.

Our history of consistent quarterly performance proves this Polaris team can set ambitious targets, build solid plans and achieve great results by executing with discipline and speed. We work equally hard to ensure that our tactical actions are aligned with achievement of our long term strategic objectives. Ultimately, our aim to become a more diversified, highly profitable $5 billion plus global enterprise, and we are firmly committed to achieving that goal as we strengthen our position as the world leader in power sports.

Due to the recent realignment of our leadership team, we have enhanced our focus on strategic execution and reap the added benefit of bringing new energy and ideas to each of our business units. This is a game of team work and talent and I could not be more pleased with the strength and depth of our Polaris organization.

In order to be the best in power sports plus, we must sustain and build on our lead and Off-Road vehicles. Dave Longren and his ORV team are aggressively driving growth and extending our Side by Side armada in the face of ever increasing competition. Steve Menneto and his team are expanding our Motorcycle lineup and doggedly throttling up profitable growth on our Victory business, while also devoting significant time, energy and resources to the monumental re-launch of Indian Motorcycles. Mike Jonikas and the snowmobile team delivered strong performance in the mountain to overcome dismal snow conditions in much of the country. An important move that indirectly but meaningfully affect each of these business units, we hired Steve Eastman in February to spur faster growth in our highest margin division Parts, Garments and Accessories.

The continued success of our power sports business enables us to accelerate growth through adjacencies and our corresponding investments using both organic and targeted M&A activity. Scott Swenson has developed a deep understanding of a $4 billion plus global small vehicle market and we are excited to generate our initial growth in this space with a strong GEM and Goupil brands.

Our military business is winning the short term competitive battle and by strengthening the team and fortifying our technology and product portfolio, we are solidifying our plans to make this a much larger part of Polaris.

We are also making excellent progress with our Bobcat strategic alliance and expected to contribute meaningfully to growth in the years ahead.

Our global market leadership initiative offers perhaps the best example of how we align leadership and strategy to drive growth. Mike Dougherty has built an incredibly strong team as Asia Pacific, Latin America business, and we are counting on them to capitalize on our early successes to create a major long term growth platform for Polaris. While his EMEA business has a difficult economy in Western Europe, Matt Homan is leading an aggressive effort to double that business over the next several years. Suresh Krishna and his operations team are spearheading our operational excellence in LEAN initiatives while working diligently to build global capability to support our growth.

The successful ramp up of our Monterrey facility remains on track adding not only cost savings but much needed assembly capacity for our Side by Side business. We expect to build on the experience from our manufacturing realignment to capture additional strategic savings opportunities in both logistics and operations in the years ahead.

We work hard to integrate operational excellence into every aspect of our business which is essential to our ability to drive consistent strong financial performance. Our balance but purposeful plan as designed to provide positive results for all stakeholders who should benefit as we strive to deliver sustainable profitable growth.

With that, I will turn it over to our Chief Operating Officer, Bennett Morgan who will provide additional insight into our operations and business unit performance.

Bennett Morgan

Thanks Scott, and good morning. The excellent start to 2012 was broadly reflected in our fundamental indicators and importantly, that included a healthy 17% increase in first quarter Polaris North American retail sales. And the North American power sports industry is growing again, up double-digits, representing the best quarterly expansion we have seen in several years and should be a further catalyst to our business. Overall dealer inventory of Polaris products was up 9%, reflecting a planned effort to supplement inventory for Side by Side and Victory and an understandable increase in snow. Our delivery in shipment performance improved in the quarter but due to even higher than projected demand; there is still some tightness in supply on select Victory and Side by Side models.

Moving on to business unit performance. Off-Road vehicles. The Polaris ORV business continues to thrive with first quarter revenue up 30%, driven by strong wholesale growth and Side by Side ATVs, international and military. Once again, we gained market share in both ATVs and Side by Sides. Plus Northern American ATV retail increased double-digits in the first quarter, aided by an improving North American ATV industry which grew mid-single digits.

Polaris Side by Side retail driven by strong RZR and RANGER sales across all product segments and including a great start for the new RZR XP4 900 grew robustly at over 30%. And we are estimating that the North American Side by Side industry remain very health in the first quarter with retail up low-teens percent. Our North American sales regions experienced ORV retail sales growth, an encouraging sign of consistency as we evaluate the impact of an early spring in the Snow Belt.

The industry promotion environment is up versus a year ago but within our expectation and we have not had to make any adjustments to our spending plans.

Sales to Bobcat decreased slightly in the first quarter due to shipment timing. Bobcat has reported dealer retail sales increases of upper single-digits in the first quarter driven by network growth and improved dealer execution.

Our core development project remains on track and the Polaris national account business while still small is gaining traction as both customer orders and deliveries were up significantly.

First quarter Polaris defense sales grew by about 60% which represents an all-time record shipment quarter for Polaris. We executed the first shipment of the $54 million multi-year TACOM contract award for the Afghan Military that we won in 2011, and our business development momentum in this sector remains very strong. We were recently awarded a $5 million contract by special operations forces for MV 850 militarized ATVs. We have won a number confidential initial development orders with customers and we ended the quarter with our backlog up over 50% versus 2011.

Snowmobiles. Snowmobiles wholesale revenue is historically extremely low in the first quarter as the end of the selling season approaches and the vast majority of product is already positioned in dealerships. First quarter revenue was $5 million, down 48% versus the first quarter 2011. The North American snowmobile industry retail sales declined about 20% in the first quarter as uncharacteristically warm and dry conditions persisted for most of the flat land riding areas in the mid-west and north eastern parts of the United States throughout the winter. For the entire season, North American snow industry sales declined less than 5%.

Polaris retail sales outperformed the industry with first quarter retail down just upper teen’s percent and for the season, Polaris managed retail to be flat. Polaris outgained the competition in market share for the season and remain the clear number two, ending the season with our highest market share percentage since 2004. We are the leader in the mountains and our RMK-PRO is the best-selling snowmobile model in the industry.

Dealer inventory is up in the mid-west and north eastern US versus last season’s record low ending inventory level due to the weak snow conditions but remain manageable in aggregate. The recent snow dealer sales meeting was our best attended in over seven years and featured introduction of ten new model year ‘13 models led by our all new RMK-PRO at £417, the lightest best handling production snowmobile ever in the mountains, and the all new Indy 600. The model year ‘13 sleds were well received and North American dealer orders are tracking to meet our expectations.

International snowmobile sale through was excellent and international orders looked very good at this point. So overall, despite some difficult weather conditions, our snowmobile business is in solid shape.

On-Road vehicles and Victory Motorcycles. Our On-Road division continues to grow rapidly with first quarter revenue up 44%, with about half of that growth coming from our 2011 acquisitions of Indian Motorcycles and our electric vehicle brands, GEM and Goupil, and the other half from Victory. Both GEM and Goupil had solid first quarter starts with unit sales increases in each business. Product costs are coming down and distribution sales and product development are on track in both businesses.

The North American heavyweight Motorcycle industry segment continued its resurgence with first quarter sales up mid-teens percent. Over the same period, Victory’s North American retail sales increased around 40% and we gained market share in both cruises and touring, led by the new High Ball and Cross Country tour models. Our newest Victories, the Judge and the Hard-Ball, began shipping to dealers during the first quarter and should fuel additional retail growth as the season progresses.

Additionally, Indian Motorcycles shipments retail and financials are right on plan, as we passionately develop the product, distribution and brand elements for future generations of this storied American Motorcycle brand.

Parts, Garments and Accessories. PG&A first quarter sales were up 5% as double-digit ORV and On-Road increases more than offset weak snowmobile PG&A results. We continue to innovate. In March, we introduced over 180 new PG&A snow products which we well received by our dealer network.

International. International revenue was up 20% in the first quarter with all product lines in all regions providing positive year-over-year growth. And this includes for accounting purposes our new Goupil business unit. Our European team continues to deliver growth in a tough economy with revenue up 15% in the first quarter. We increased our market share lead with a strong start in ORV, plus retail sales were up double-digit in a European industry that was down upper single-digits. First quarter European snow industry retail was very good, up double-digit and plus actually lost a bit of share due primarily to a very low inventory levels which kept us from meeting all late season’s demand. Polaris Russian sales are up significantly in both ORV and snow as we continue to gain momentum in the substantial emerging market opportunity.

Asia Pacific grew by 59% led by strong growth in Australia, China and India. We are actually now operational in Brazil, and as our first direct dealer distribution comes online, we expect Latin America to escalate nicely from a 6% rate posted in the first quarter.

Operational excellence. Our ongoing margin expansion initiative continues to thrive. Net income margin improved to 8.9%, our first quarter record high for Polaris. Our operations, engineering and global supply chain partners continue to make excellent strides in reducing products costs while improving our productivity and quality. The commodity cost environment is moderated, but remains elevated from a year ago and we will continue to moderate it carefully as we move forward.

Factory inventory was up 28% year-over-year as we invested to better meet increased customer demand, accommodated newly acquired businesses and subsidiaries and realized higher PG&A inventory due in part to lower than expected first quarter snow PG&A sales.

Polaris’ commitment to speed and innovation is leading the market share gains and uncertain incidences higher selling prices. For 2012, well over 70% of Polaris’ revenue will come from new products introduced within the last three years. In the first quarter alone, we introduced two new Victory models, our newest RZR XP4 900 and ten new snowmobiles.

Monterrey financials and projected savings remain on track and the plant continues to achieve significant milestones. We are now over 1,000 employees strong. The exhaust transition is 100% complete. RANGER and RZR line rates continue to increase. We recently added another shift in assembly, and we are in the final installation stages of our second engine assembly line.

Additionally, we are in a process of a Spirit Lake expansion to accommodate projected On-Road growth. The project is scheduled for completion later in the second quarter and will increase our on road assembly capability and through put.

With that, I’ll turn it over to Mike Malone, our Chief Financial Officer.

Mike Malone

Thanks, Bennett, and good morning to everyone. As both Scott and Bennett mentioned, our 2012 first quarter was an excellent start to the year. Both sales and earnings exceeded our expectations driven largely by continued strong retail sales growth. This gives us confidence in raising our 2012 full year guidance.

We now expect total company sales to increase 10% to 13% for the full year with the individual businesses contributing as follows: sales of Off-Road vehicles are expected to increase in the low double-digit percentage range, up from prior guidance. We expect retail sales of side-by-side and ATV’s to continue to outpace the overall market, both in North America and internationally and to gain additional ORV market share in 2012.

With the majority of our dealer orders received for model year 2013 snowmobiles, we are narrowing our previously issued guidance. And now expect our snowmobile sales to be down in the mid-single digits percentage range for the full year 2012.

On-Road sales comprised of Victory and Indian Motorcycles, as well as GEM and Goupil small electric vehicles is expected to be up 40% to 50% in 2012, an increase from our previously issued guidance due to the strong retail sales in our Victory Motorcycle business.

We expect PG&A sales growth to approximate the overall company’s growth rate, which is largely unchanged from our prior guidance.

We expect 2012 sales to international customers outside of North America to increase in the mid double-digit percentage range over 2011 increased from our previously issued guidance.

Gross margins are expected to expand up to 100 basis points from 2011, unchanged from our previous guidance. I will provide more details in a few minutes on those margins.

We continue to expect operating expenses to decrease as a percentage of sales in 2012 compared to last year due to leverage obtained from the higher sales volume and more normalized incentive compensation expenses in 2012.

As we have in the past few years, we will continue to invest in new businesses, growth opportunities and global expansion to fulfill our long term strategy.

The income tax provision rate for the full year 2012 is expected to be in the range of 34% to 34.5% to pre-tax income, similar to the 34.3% reported in last year.

Earnings per share for the full year 2012 are now expected to be in the range of $3.85 to $4.00, up 20% to 25% compared to the full year of 2011.

In the first quarter of 2012, the gross profit margin percentage was up 60 basis points. This improvement was largely in line with our expectations. We correctly anticipated pressure from higher commodity costs in the first quarter compared to the first quarter a year ago while the projected negative currency movements during the first quarter proved to be somewhat less punitive that previously expected.

Finally, the impact of the warmest winter in over 100 years in the US, and the pressure that poured on our PG&A sales was more significant than initially anticipated and negatively affected the product mix in the first quarter.

The gross profit margin percentage for the full year 2012 is expected to increase up to 100 basis points from last year as previously guided, although we are more than likely not be a linear path throughout the year to get there. We believe the commodity cost pressures we experienced in the first quarter, will continue to pressure gross margins in the second quarter, but will moderate as we move throughout the balance of the year.

Based on today’s rates and current hedging contracts, currencies and expected to be negative to gross margins for the second quarter and the full year 2012 and currency movements are expected to remain volatile and unpredictable.

On the positive side, we continue to expect gross margins to benefit from ongoing product cost reductions, higher selling prices and most importantly, our manufacturing realignment savings.

Our expectations from the manufacturing realignment project have not changed. The upfront spending of transition costs and capital expenditures is largely complete with only nominal amounts remaining in the balance of 2012. For the full year of 2012, we continue to expect savings from the manufacturing realignment to be in the range of $12 million to $15 million for the year, directly benefiting gross margins. We continue to anticipate the manufacturing realignment project to generate over $30 million of annualized savings when fully complete in 2013.

Moving now to our balance sheet and liquidity profile. Net cash used for our operating activities was less than $1 million for the first quarter of 2012, down slightly from last year primarily due to the payment of compensation related liabilities during the first quarter. Offset somewhat by increased accounts payables. We continue to expect cash flow provided by operating activities for the full year 2012 to increase over last year.

At the end of the first quarter, our cash balance was about $286 million, a decrease of $60 million from a year ago primarily due to the payment of the accrued variable compensation earned last year. We maintain our $350 million of borrowing capacity under the unsecured revolving credit facility that we entered into during the third quarter of last year.

For the first quarter of 2012, our investments in capital expenditures and new product development tooling totaled $21 million, an increase of $2 million from the first quarter last year. For the full year of 2012, we expect capital expenditures to be similar to last year with increased investments and product development tooling for new products including the Indian Motorcycle re-launch.

Depreciation for the first quarter was about $17 million and we continue to expect depreciation for the full year to be similar to last year.

The Polaris acceptance receivables from US dealers were $603 million at the end of March, up 22% from a year ago, reflecting the mixed change of higher value side-by-side and Motorcycles and the increased unit inventory and PG&A at dealers.

The retail credit approval rates and penetration rates continue to be stable and at acceptable levels.

In conclusion, we are very pleased with our financial performance in the first quarter and remain confident 2012 will be now the record year for Polaris.

With that, I will turn the call back over to Scott for further thoughts on 2012 and concluding comments.

Scott W. Wine

Thanks Mike. We are encouraged by the early strength of the industries we serve and we’ll continue to drive growth to support their clients throughout the year. While there is much speculation about the weather’s impact on first quarter demand, we believe market specific fundamentals are indicative of the industry’s best performance in years.

The biggest risk to our industry and our business is clearly a third straight year where US GDP growth starts well and stagnates in the second half. From the risk of higher fuel costs and increased regulatory burdens to the significant tax increase set to hit at the beginning of 2013, I worry the US economy could be negatively impacted. We will keep a close eye on these developments, but as we have demonstrated both in North America and currently in Europe, we do not need a strong economy to make growth happen.

Our ability to invest and grow relies on a strong balance sheet. As Mike pointed out, we have the security that allows us to finance innovative products and technologies that stimulate customer demand and generate pricing advantages. Our M&A activity remain high and our team continues to identify opportunities to augment long term profitable growth in each of our strategic growth initiatives.

We continue to actively navigate the volatile currency and commodity markets, but remain confident in our ability to drive margin expansion throughout the year. Monterrey will be a major contributor but we have a diverse arsenal available to attack margins in other areas as well.

Our first quarter results were strong, our foundation remains rock solid and our momentum continues to provide confidence that our best days are still ahead. We are determined to stay on offence and deliver continued strong results in the second quarter and beyond.

With that, I will turn it over to Sarah to open up the line for questions.

Question-And-Answer Session

Operator

(Operator instructions). Your first question comes from the line of Tim Conder, from Wells Fargo Securities. Your line is open.

Tim Conder - Wells Fargo Securities

Thank you, gentlemen. Just -- again given the strong first quarter here that you had and given the 8.9% net margin that you had here in the quarter. It seems like your 14 objectives of greater than 9.5% net margin are well within reach. So, I guess Scott or whoever wants to take this, if you could comment on that within the context of the for example the Monterrey savings. Scott, you said before that not all that’s going to flow to the bottom line. Has anything changed in your outlook that would say, okay some of those savings are going to fall, you are going to redeploy more of those savings or a little bit more flow to the bottom line given the business is a little bit stronger. Just some color around those.

Scott W. Wine

Tim. We are obviously very pleased with our margin expansion resulted to net income line over the last couple of years. If you look across our industry sector or actually the S&P 500, 10% net income for other than technology companies is really strong. As we look at our opportunities to capture long term profitable growth opportunities in new markets, in both those new international markets and new product markets, sometimes those are going to start out at lower margins than what our current business is at. So I think if it was a steady-state business and we were going to be happy being a $3 billion power sports company, then yeah we probably be able to raise that guidance above 10%. But as I stated our objective is to be a $5 billion plus a highly profitable global enterprise and as we take steps to reach those goals, we are probably going to get into businesses so that for the first couple of years, don’t meet our current margin expectation. We don’t get into – obviously, we don’t think they can over the long term, but the current outlook is just a recognition that the steps we’ll take to get there won’t be straight.

Tim Conder - Wells Fargo Securities

Okay. And then the one additional I wanted to ask is Bennett on Bobcat. I think you said the new products are going to come here or whether the co-developed products here for model year ’13. Can you kind of give us a little color as to the ramp of those products? Will it hit that much in the back half of ’12 or will it ramp late in the calendar ’12 and more in the calendar ’13?

Bennett J. Morgan

Yeah, Tim. Actually I didn’t say that those were going to be model year ’13 products. What I said was that – and maybe you feel like we’ve been teasing you. We’ve been talking about it’s right on track. These things take a little time for the cake to back, but we’re right on track and in the upcoming months we should have a launch of that product that I think frankly will hit both channels and you should expect a fairly similar ramp I think to what you’ve seen on lots of our other products where they’ll be a little bit of pipeline fail and then retail should ramp. But we’re expecting very nice things out of this project. This should be a significant capability change from products we’ve offered traditionally.

Tim Conder – Wells Fargo Securities

Okay. Thank you gentlemen.

Operator

Your next question comes from the line of Greg Badishkanian from Citigroup. Your line is open.

Greg Badishkanian – Citigroup

Great. Thanks and great quarter guys. Good job there. Just wondering maybe a little bit of color kind of maybe as the quarter progressed in April or any geographic regions, just to maybe give you a little bit more confidence that the strong sales was at least partially underlying fundamental, not necessarily just weather.

Scott W. Wine

Greg, I think Bennett added in his comments, across every region of North America we saw strong growth and while the weather certainly helped in some areas, it wasn’t perfect across all the US and Canada. The strength of our end markets, the fundamentals are really good, not just in motorcycles but in our Side by Side business they continue to be good. There is certainly not as much optimism about Europe. They’re still fighting hard, gaining share to make that work. But we don’t feel like the results would have been much different if we’d had the weather of last winter than what we delivered.

Greg Badishkanian – Citigroup

Good to hear. And just also obviously you’re gaining share. We’re talking to dealers we see that. It’s pretty obvious in your results. Can you talk a little bit about maybe which competitors – well to extent maybe broadly where you’re seeing maybe the most pressure or any specific competitors who are broadly, if it’s a group of competitors like more Japanese manufacturers that you’re seeing more or less competition.

Bennett J. Morgan

Greg, this is Bennett. We’re probably not going to spend a bunch of time commenting on our specific competition. I think suffice it to say that retail frankly in all of our businesses was extremely strong, arguably exceeded our expectation. The Side by Side strength was really – as I mentioned in our comments was really across all products and all product segments. Frankly ATVs were strong, again across most product segments and most regions of the country. And from a competitive standpoint what I would tell you is I think the Japanese are engaging a little more and that that tends to be a little bit more promotional and advertising or financing related and our North American competitors are tending to try to compete a little bit more the way Polaris does with more product innovation. But and again I think that as you hear from those companies that some of them are having success, but frankly even with the additional competition which we generally say is good it hasn’t slowed us down one iota. So we’re feeling pretty good.

Greg Badishkanian – Citigroup

Great. Congrats again.

Operator

Your next question comes from the line of Scott Hamann from KeyBanc Capital Markets. Your line is open.

Scott Hamann – KeyBanc Capital Markets

Hey, good morning guys. Just looking for a little bit more color on your end markets and specifically where you’re seeing kind of heightened levels of demand. Is it more on the recreation side or is it more commercial and the different product segments, core ATV, Side by Side?

Bennett J. Morgan

Scott, this is Bennett. I don’t know if this is going to be exactly what you’re looking for. I think frankly we’re seeing strength again across most customer segments. We have – obviously Side by Side and ATV is one of our greatest strengths. It’s really a pretty diverse customer base between hunting, ranching, farming, recreation. The commercial aspect of our business is smaller and that’s an area that we’re trying to grow and we’re certainly seeing strength in that area, but it’s small and I would tell you we’re seeing strength again against all of our customer segments.

Scott W. Wine

And Scott, just to add to that. As I’ve talked to you guys before, the breadth of our product offering, especially in the Side by Side range, but increasingly true in Victory Motorcycles as well. We’re reaching a lot more customers than we’ve ever been able to reach before and we’re pleased with the strength of almost every single product category.

Scott Hamann – KeyBanc Capital Markets

Okay. And just to give Mike a chance to talk, just want to ask about financial service in common and the pickup there and what we should kind of look for throughout the balance of the year?

Michael W. Malone

Certainly. Thanks Scott for letting me talk. I appreciate that. We did have a very good quarter for financial services in the first quarter. Up 36% from last year. That was fueled primarily from our benefit that we’re getting from our retail credit volume and the partnerships that we have with our three banks, Sheffield, GE and HSBC. We would expect that – as I said in my comments that retail credit has more or less stabilized year over year. As our volume of our sales increases, we’re getting more volume in the retail credit and we benefit from that. So growing with or perhaps a little bit better than our overall sales is to be expected. The other part of our financial services income is our joint venture with GE on the wholesale credit and that continues to operate very effectively and profitably.

Scott Hamann – KeyBanc Capital Markets

Mike, just in terms of your guidance around market share, what’s your underlying assumption for the balance of the year with respect to market share gains versus simply industry growth?

Bennett J. Morgan

Yeah, Scott, this is Bennett. We don’t want to let Mike talk too much. Essentially the assumptions that we had coming into the year and I think what we would say at this point after one quarter is we’re continuing to model additional market share gains, essentially in each and every business we have. But in ORVs not to the same level you saw the past couple of years. So significant market share gains, but maybe not epic market share gains.

Scott Hamann – KeyBanc Capital Markets

Perfect. Thanks.

Richard Edwards

Next question?

Operator

Your next question comes from the line of Jaime Katz from Morningstar. Your line is open.

Jaime Katz – Morningstar, Inc.

Good morning. Nice quarter. I have two questions. The first is it looks like offered vehicles were Arin [ph] has stated to kind of be up only low double digits after having a really strong first quarter and I think that kind of surprised me with the dealer show coming up in the summer. Is there something that we should be thinking about outside of just some sort of economic slowdown that would make the sales decelerate that quickly?

Scott W. Wine

I think, Jaime, you’re right. We are confident in the products that we have and the products that we’ll be bringing out. I think what you’re probably modeling out is simply a recognition that we’re not going to grow to the moon and our comparables, not our competition, but our comparables continue to get tougher and tougher. So we had a phenomenal, actually two phenomenal years, market share gains and sales growth now for vehicles in specifically Side by Side. We expect to still continue to deliver strong growth, but at some point it’s going to moderate and thus far we’ve been wrong about when and the level at which it moderates and we’re not hoping we’re going to be right this time but we’re trying to be realistic and plan for what we think though that the market will fare. We’ll certainly continue to strive to do better than that.

Jaime Katz – Morningstar, Inc.

Understood. And then can you guys add any additional color on GEM and Goupil, if there is anything out there that’s changed, new opportunities with them that you guys have seen or anything like that?

Scott W. Wine

Jaime, the things that we liked about those businesses is we felt like we could help them with distribution. We could help take product cost out and we could help them with product innovation and those three elements that we like we bought them are still the three main reasons that we like the businesses. I think what as I mentioned in my remarks, Scott Swenson since he stepped into this role has really spent time understanding the global small electric vehicle market and what it takes to win. We like the growth rates that it offers and we like the fact that we’re going to build from these two market leading in their spaces product line. So we’re very encouraged about the space and very encouraged about the company.

Jaime Katz – Morningstar, Inc.

Okay. Thank you.

Operator

Your next question comes from the line of Ed Aaron from RBC Capital Markets. Your line is open.

Ed Aaron – RBC Capital Markets

Great. Thanks for taking the question. Scott, you mentioned I think in your prepared remarks that you saw – I think you characterized it as better internal execution as you moved through the quarter and that comment sort of seemed like a comment that was independent of just kind of strong demand commentary. So I was just curious to maybe get your thoughts on what you saw just internally that was different at the end of the quarter than earlier in the quarter.

Scott W. Wine

I think just recognition that we’re not perfect and we continue to strive to get better every single week and every single month and every single quarter. We actually saw some of that improvement take hold throughout the quarter and I was proud of the way the team – and this not just the operation side of the business. The frontend of the business on the dealer side executed well and as I mentioned, March was a very solid execution month and I just wanted to point that out.

Ed Aaron – RBC Capital Markets

Okay, great. And then Mike, just a follow up for you. The operating expense leverage progression through the year, I was just hoping you could speak to that a little bit. Q1 is probably the strongest top line quarter that you’re expecting to have, but you didn’t get the leverage that you’re looking for in the first quarter. How much of that is just timing of the incentive comp accruals and some kind of one off factors like that?

Michael W. Malone

Yeah. I think you’re right. There will be a little bit of timing impact. As I said our guidance is filled, that we’re gong to get leverage on operating expenses for the year and we would expect to do that. You mentioned incentive comp. That did have frankly a little bit more of an impact on Q1 than we had anticipated. Most of that is due to the 29% increase in the stock price since the end of December. So that will have about $6 million or so increase in our variable incentive comp. It will show up in the 10-Q footnotes when those get filed. So that was some of the increase. But the other thing I’d like to point out is that we are investing very heavily in R&D and new products and as we buy these acquisitions and these new companies we’re investing heavily in those new products and those new businesses to grow over the long term to achieve our strategy. So we will continue to invest in operating expenses, but as I said we will get some leverage this year.

Ed Aaron – RBC Capital Markets

Okay. Thank you.

Operator

Your next question comes from the line of Scott Stember from Sidoti & Company. Your line is open.

Scott Stember – Sidoti & Company, LLC

Good morning. With the successful implementation of the facility down in Mexico, can you maybe just touch again on what the next step could be towards international expansion from a manufacturing standpoint maybe in Europe?

Scott W. Wine

Scott, I think you probably heard from Suresh when we were down in Monterrey. We have been looking at that one for quite some time. Actually probably we’ve been looking at putting something in Europe before we thought about putting something in Mexico. So that’s still on our list. We learned a lot as we set up the Monterrey facility about the resources it takes, the time and the money it takes and what it takes to pull that off successfully and I think we’re a lot smarter and we’ll continue to evaluate that as well as look at opportunity long term. We’re going to need a footprint in Asia to support growth there. We can’t continue to get the growth that we want out of those regions by shipping from North America. So we’ve got a very good process for evaluating that and we’ll share more when the time is right.

Scott Stember – Sidoti & Company, LLC

Okay and just lastly on the military. You talked about how the backlog was up 50% I believe at the end of the quarter. Could you talk about how much of that or just quantitatively is coming from demand from military agencies outside of North America or the US?

Bennett J. Morgan

Scott, this is Bennett. Again the backlog, extremely healthy. Frankly we’re getting it from a number of different sources. It’s always interesting with the TACOM order which is our largest contract order and is part of our backlog. It’s a US agency but for an international customer with the Afghans and the mix is, it’s really a good blend. It’s a good blend of both domestic and international customer bases and so we’re feeling really good. We made a lot of investments in our business development capability with our team over the last couple of years and there’s fairly a long fuse a lot of times on those developments and that team continues to gain traction and we’re getting more and more orders and broader and broader customer bases. So it’s a good diversity of orders.

Scott Stember – Sidoti & Company, LLC

Excellent. That’s all I have. Thank you so much.

Operator

Your next question comes from the line of Jimmy Baker from Riley & Company. Your line is open.

Jimmy Baker – B. Riley & Company

Good morning guys. Great quarter. My first question regarding the breadth of ORV SKUs. This stems from my conversations with dealers. Not sure if it’s still the case, but I believe you have had more Side by Side models on the market than all of your other competitors combined. I’m just hoping you could speak about using the breadth of your lineup as a competitive advantage, why you see it’s worthwhile given the incremental challenges that that presents for inventory management and if you think it’s becoming confusing at all to dealers or consumers.

Scott W. Wine

Jimmy, I think Bennett and I can both speak to that one. It’s a definite advantage for us. As you know our team and especially our engineers are avid riders and we understand what customers use these vehicles for and we try to make sure – unlike our competition we try to make sure that customers have a product to address their specific desires and needs across our category. One of the opportunities we have for ourselves and our profitability and our quality and for our dealers is to make sure that we limit the complexity within those models as much as we can. As we’ve talked about before, our value engineering effort to try to commonize the back end of power trains and many other components of those products.

That’s a very aggressive effort for us. But we certainly are not going to stop driving innovation and support of it. As far as the inventory levels and complexity, we have a very, very focused initiative to reduce our lead times and make sure that we can respond to dealers and customer orders much faster than we have been able to previously. So we recognize the challenge, but we think that certainly that is a strength and a card we expect to continue to play.

Bennett J. Morgan

I think that was a perfect answer, Scott. I think the other thing that would – you could build on it, Jimmy is you look at our dealer inventory levels in Side by Side there, they’re really frankly extremely lean. You look at our retail rates, frankly well outstripping the industry. This is a consumer driven innovation of model expansions which is growing not only Polaris’s business, but the entire industry. So we feel pretty good about it. We are very, very cautious and cognizant about model proliferation for the sake of model proliferation wholesale. Maybe we did that several years ago. We’re not doing that now. This is consumer driven innovation and model expansion.

Jimmy Baker – B. Riley & Company

Okay, that’s helpful. And then can you give us an update on your On-Road dealer expansion initiatives? I think the victory success is continuing to open some doors for you and would just be interested to hear any color on that and to what extent that’s helping you with Indian and then any additional update on GEM and Goupil distribution, how that’s trending, if you feel like you need an organic product expansion to really accelerate that distribution growth. Any color there would be helpful as well. Thanks.

Scott W. Wine

Yeah, we’re really pleased obviously as we offer better products and more profitable opportunities for our dealers. It’s helped Victory expansion. We’ve got an improving set of 400 dealers across North America now and expanding in Europe and certainly with Indian it’s a major investment for us in both energy and strategic understanding of how we’re going to build that network out appropriately and I’m extremely confident in what Steve Menneto and his team are doing. So we feel like as we’ve entered into each of these businesses that we’ve acquired, Indian and GEM and Goupil, distribution is a key element of it. As we’ve demonstrated over the last several decades, we know how to do distribution and we’ll build it out here. I don’t know that we need to acquire something else to get to distribution in the small vehicle space, but certainly we think we’re not done building out that portfolio.

Jimmy Baker – B. Riley & Company

Okay, very helpful. Thanks guys.

Operator

Your next question comes from the line of James Hardiman from Longbow Research. Your line is open

James Hardiman – Longbow Research

Good morning and congratulations on another fantastic quarter here. Most of my questions have been answered. I did want to follow up on a previous question about contrasting the guidance for the rest of the year versus the fantastic growth you saw in the first quarter. I think one of the most impressive aspects of the quarter was just the retail growth and I think it was the best quarter I’ve ever seen, at least since you guys have been reporting that metric. I guess my question is, as you think about your internal plan, obviously you’re being cautious across the board, but are you expecting an equivalent deceleration at both retail and wholesale? Or are there some specific items on the wholesale side that make that comparison a little bit tougher in relation to retail? You called out the inventory build here in the first quarter. Does that continue? It sounds like you’re still low on inventories. Does that continue throughout the remainder of the year and are there other items that I should think about when I compare the two?

Bennett J. Morgan

All right, let me take a crack at that, James. This is Bennett. Well, it isn’t our best retail quarter, but it’s darn close since we’ve been communicating those numbers. We’ll take 17% any day. But frankly it’s more a factor of – again we had just awesome second half of the year last year and so we have really stout comparables. I think as you continue to see our businesses grow there will be modest inventory expansion to facilitate consumer demand. But again I think you’ve seen our track record. This is a company that’s going to watch that dealer inventory line closely. And so again the way we’d really like you think about it is ship equals retail and that’s kind of how we are modeling it right now as we go forward for the most part other than shipment timing and maybe I’ll let Mike comment a little bit more specifically on the guidance. But I think that’s more what’s driving – it was a good first quarter. Sometimes we are putting product in position so that we can take advantage of the key spring selling season and that becomes a little more normalized throughout the balance of the year.

Michael W. Malone

Yeah and I don’t think there’s anything – there's definitely not anything unusual going on with the differences between wholesale and retail and as Scott mentioned in his prepared comments, I think we are somewhat cautious on the overall economic indicators and what we think might happen toward the latter half of the year, both in North America and in Europe and we’re just being a little cautious on that.

James Hardiman – Longbow Research

Great. And then just real quickly here on the gross margin side, I was hoping you could just give us a little bit more color, tease out the differences here between pricing or selling prices and mixed. One was up, one was down. It sounds like that’s just the mix towards PG&A, but I guess maybe also better prices as more Side by Sides are sold. I’m assuming that as we work our way through the way the PG&A negativity sort of goes away and hopefully you’ll get a tail wind on both fronts, both pricing and mix. How should I think about that?

Scott W. Wine

Yeah. I think you’re looking at the mix properly here in the first quarter. Certainly with our top line sales up 25% and PG&A up 5% and PG&A is obviously our highest margin business, that has an impact on the product mix and we frankly expected that to be a punitive to overall gross margins for the year and it frankly was a little more punitive in the first quarter than we expected. But we still are guiding for the full year the mix to be somewhat harmful to our gross margins. On the pricing, we are able and have been for many quarters now and we continue to expect to be able to get pricing given the relative strengths of our products relative to the overall market and our competitors and as we innovate and bring differentiation across all of our products, we’re able to get some price for that and we haven’t seen that yet get to the point where that’s maturing. At some point that might stop, but at this point we’ll continue to expect benefit from pricing.

James Hardiman – Longbow Research

Very helpful. Thanks guys.

Richard Edwards

Next question?

Operator

Your next question comes from the line of Gerrick Johnson from BMO Capital Markets. Your line is open.

Gerrick Johnson – BMO Capital Markets

Hey, good morning guys. International ORV sales I think set up 15%. Kind of interested in Europe and what products are currently gaining traction for you guys in Europe with that initiative.

Bennett J. Morgan

This is Bennett. Again we were pleased with that. We had a great start to the ORV business in Europe in a pretty tough economy. The market was down as I said modestly single digits and we were up essentially about the low double digits really. So really good. We continue to see the conversion, the more Side by Sides and we frankly saw some improvement in some of our key markets, most notably France and we had an excellent start and from a competitive standpoint picked up a fair amount of share. So that’s really what drove the ORV growth in Europe.

Gerrick Johnson – BMO Capital Markets

Now on Side by Side growth, is that mainly on the Ranger side or is it Razors, it’s some other derivative that we don’t have here?

Bennett J. Morgan

No. It’s essentially Ranger or Razor and derivatives. There is an On-Road piece to that as Wine is making a face at me here.

Scott W. Wine

Last time I checked most of our Side by Side were Rangers.

Bennett J. Morgan

All right, let me clarify. There are some On-Road derivatives, street legal pieces and that’s why I was speaking to on the derivative side. But – and now I’ve completely lost my train of thought here thanks to my illustrious comrade here. But it’s really based a little bit on the markets. In the northern part of Europe it was more a little bit more utility and work related. We’re putting things like Ranger centers in and we’re seeing really nice growth with Ranger and in the more Southern markets that are a little bit more recreational we’re seeing continued Razor expansion. So the answer is in most cases with Polaris right now, both.

Gerrick Johnson – BMO Capital Markets

Okay. And lastly, no mention of the 570 which is a new initiative over the last six months or so. How is that performing to your expectations out of the gate?

Bennett J. Morgan

Yes, it is and I think what you’ll see, we moved a fair amount of product, what I would call into the channel as we kind of filled a little bit. Retail has certainly met our expectations and I think because of that product strengths of it obviously being a 50 inch in the trail based market, what we’re seeing is acceleration as we move into the spring months because it’s a little bit more of a trail oriented market versus a dune type of product. So we expect that the retail contribution of that product will actually accelerate as we move forward. So we’re pretty encouraged. I’ll try to make sure I get it in the remarks next time.

Gerrick Johnson – BMO Capital Markets

Okay. And one last one here real quick.

Scott W. Wine

We’ve got to cut you off there. We’ve got a few more people that we’re trying to get to.

Gerrick Johnson – BMO Capital Markets

You’ve got it. Thanks.

Scott W. Wine

I appreciate it. Thanks. XP is good though. All right. Sarah, we’re going to keep going. We’ve got three more we’re trying to get to. So the next question please?

Operator

Your next question comes from the line of Rommel Dionisio from Wedbush Securities. Your line is open.

Rommel Dionisio – Wedbush Securities

Yeah. Good morning. Thank you. I wonder if you guys could just give us a little perspective on the secular trends in snowmobiles, if you can somehow strip weather out. It’s been crazy the last few years and the industry had been declining the last decade. But is that – do you get the sense that going forward that may stabilize, maybe even improve? You’re obviously still investing in the category. Hearing great things about your next year model liner from dealers. So could you just give your perspective on that, the secular trends in Snow?

Bennett J. Morgan

This is Bennett. I’ll take a shot at it. Certainly weather has been a feast or famine a little bit here. It seems like the last several years and maybe a little bit more famine than feast and so that has created some wobble. The way Polaris looks at this is this is a pretty nice little business. There’s four competitors. The competitors are I think building consistently innovative product. We’ve got a really loyal passionate consumer base and when you look at usage patterns and install base of the product it’s growing. And so we’re not going to build our $5 billion vision of Polaris based on gigantic snowmobile growth. But we’re very confident that essentially in the industry and our ability to essentially to have a stable to modestly growing the business as you take weather out of this and do it quite profitably. So we’re pretty bullish on the snowmobile business. I don’t think you’re going to go back to the heydays of maybe the 90s, but I think you’re going to see this normalized and I think you’re going to see most competitors in our space including Polaris particularly do quite well in snowmobiles.

Rommel Dionisio – Wedbush Securities

That’s helpful. Thanks and congratulations guys.

Operator

And your next question comes from the line of Craig Kennison from Robert W. Baird. Your line is open.

Craig Kennison – Robert W. Baird

Good morning. You’ve addressed most of my questions so I’m going to go off the board a little bit, grain. One of the things that’s been difficult, you’ve had such a strong product cycle that it’s been difficult for analysts to isolate the cyclical pressure that you’ve been under. Have you done any work to try to get at how much pressure you have been under from a cyclical standpoint and how things might change if we get an economic recovery?

Scott W. Wine

When we went into the downturn, we spent a tremendous amount of time trying to understand where our business correlated and I have to tell you, Craig, as we came out of the downturn in 2010 we were just as bad as you were at trying to model this thing out and where it was going. What we have done is we never feel like – that things are going to continue to be great for us. So as we commented in our remarks, there’s a very helpful little bit of tailwind in the first quarter. We’re not sure how long it’s going to last, but we don’t really change what we do. If things turn south we’re going to look like hell to take cost out really, really fast and you know our model allows us to do that. But what I think and you saw it in us raising our guidance. If the markets are a little bit more helpful we are going to continue to play the game that we’ve been playing and gain market share and certainly benefit as that happens. But we’ve not been able to find anything that says the correlation between oil or housing stats or anything else is going to be a better indicator of what’s going to happen to our business.

Craig Kennison – Robert W. Baird

Great. Thank you.

Operator

And your last question comes from the line of Mark Smith from Feltl and Company. Your line is open.

Mark Smith – Feltl and Company

Hi guys, just real quick. Can you give us any idea on your increase in R&D expense? How much of that maybe went to the Indian and then is this a good run rate through the rest of the year, this $30 million plus?

Scott W. Wine

I just was talking to the guys about that this morning. We are incredibly consistent at a 4% give or take a very few basis points over the long term. So I think as you’re looking at this Mark, don’t’ expect us to go dramatically over that or don’t expect us to go dramatically under that and we’ve been fairly open I think that we’re spending a good bit of money bringing this Indian bike back. We’re really excited and encouraged about it. But that’s all on top of what historically and continues to be a high level of R&D spend. So I think on average if you look at it we’re embedding this new investment in R&D for Indian and continuing to keep all the rest of the product portfolio up. So I guess it’s very helpful that sales continue to be up a lot and our percentage stays the same. That gives us a lot of money to feed back into the business.

Mark Smith – Feltl and Company

One quick follow up just on Indian. Are you at the point where you’re looking at adding dealers for Indian or are we still early on kind of setting up the dealer network there?

Scott W. Wine

I think the answer is both. We are looking and it’s too early. So it’s a long term thing. But this is – we’ve got a little bit of time. We’ve learned our lesson about rushing into this. We’re going to get it right and as I said earlier I’m really pleased and confident in the plan that Steve Menneto and his team have put together on how we roll this out. So more to come, but we’re in good shape right now.

Mark Smith – Feltl and Company

Perfect. Thanks guys.

Scott W. Wine

All right. Thank you.

Richard Edwards

Okay, thanks. I want to thank everyone for participating. We appreciate your interest and we’ll be talking to you next quarter. Thanks again. Goodbye.

Operator

And this concludes today’s conference call. You may now disconnect.

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