Harley-Davidson (HOG) 10-K 23 Feb 10 2009 FY Annual report Financial data

Statement Of Income Alternative

Statement Of Income Alternative (USD $)
In Thousands, except Per Share data	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Revenue:
Motorcycles and related products	$4,287,130	$5,578,414	$5,726,848
Financial services	494,779	376,970	416,196
Total revenue	4,781,909	5,955,384	6,143,044
Costs and expenses:
Motorcycles and related products cost of goods sold	2,900,934	3,647,270	3,612,748
Financial services interest expense	283,634	136,763	81,475
Financial services provision for credit losses	169,206	39,555	11,252
Selling, administrative and engineering expense	979,384	1,060,154	1,012,008
Restructuring expense and asset impairment	224,278	12,475	0
Goodwill impairment	28,387	0	0
Total costs and expenses	4,585,823	4,896,217	4,717,483
Operating income	196,086	1,059,167	1,425,561
Investment income	4,254	11,296	22,258
Interest expense	21,680	4,542	0
Income before provision for income taxes	178,660	1,065,921	1,447,819
Provision for income taxes	108,019	381,686	513,976
Income from continuing operations	70,641	684,235	933,843
Loss from discontinued operations, net of tax	(125,757)	(29,517)	0
Net (loss) income	($55,116)	$654,718	$933,843
Earnings per common share from continuing operations:
Basic	0.3	2.92	3.75
Diluted	0.3	2.92	3.74
Loss per common share from discontinued operations:
Basic	-0.54	-0.13	$0
Diluted	-0.54	-0.13	$0
(Loss) earnings per common share:
Basic	-0.24	2.8	3.75
Diluted	-0.24	2.79	3.74
Cash dividends per common share	0.4	1.29	1.06

Statement Of Financial Position

Statement Of Financial Position Classified (USD $)
In Thousands	Dec. 31, 2009	Dec. 31, 2008
Current assets:
Cash and cash equivalents	$1,630,433	$568,894
Marketable securities	39,685	0
Accounts receivable, net	269,371	265,319
Finance receivables held for sale	0	2,443,965
Finance receivables held for investment, net	1,436,114	1,378,461
Inventories	323,029	379,141
Assets of discontinued operations	181,211	238,715
Deferred income taxes	179,685	123,327
Prepaid expenses and other current assets	282,421	128,730
Total current assets	4,341,949	5,526,552
Finance receivables held for investment, net	3,621,048	817,102
Property, plant and equipment, net	906,906	1,056,928
Goodwill	31,400	60,131
Deferred income taxes	177,504	288,240
Other long-term assets	76,711	79,672
Assets, Total	9,155,518	7,828,625
Current liabilities:
Accounts payable	162,515	303,277
Accrued liabilities	514,084	503,466
Liabilities of discontinued operations	69,535	77,941
Short-term debt	189,999	1,738,649
Current portion of long-term debt	1,332,091	0
Total current liabilities	2,268,224	2,623,333
Long-term debt	4,114,039	2,176,238
Pension liability	245,332	484,003
Postretirement healthcare liability	264,472	274,408
Other long-term liabilities	155,333	155,040
Shareholders' equity:
Series A Junior participating preferred stock, none issued	0	0
Common stock, 336,800,970 and 335,653,577 shares issued in 2009 and 2008, respectively	3,368	3,357
Additional paid-in-capital	871,100	846,796
Retained earnings	6,324,268	6,458,778
Accumulated other comprehensive loss	(417,898)	(522,526)
Stockholders Equity Subtotal Before Treasury Stock, Total	6,780,838	6,786,405
Less: Treasury stock (102,487,275 and 102,889,730 shares in 2009 and 2008, respectively), at cost	(4,672,720)	(4,670,802)
Total shareholders' equity	2,108,118	2,115,603
Liabilities and Stockholders' Equity, Total	$9,155,518	$7,828,625

1_Statement Of Financial Positi

Statement Of Financial Position Classified (Parenthetical) (USD $)
	Dec. 31, 2009	Dec. 31, 2008
Series A Junior participating preferred stock, issued	0	0
Common stock, shares issued	336,800,970	335,653,577
Treasury stock, shares	102,487,275	102,889,730

Statement Of Cash Flows Indirec

Statement Of Cash Flows Indirect (USD $)
In Thousands	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Net cash provided by (used by) operating activities of continuing operations (Note 2)	$609,010	($608,029)	$798,146
Cash flows from investing activities of continuing operations:
Capital expenditures	(116,748)	(228,959)	(242,113)
Origination of finance receivables held for investment	(1,378,226)	(608,621)	(514,359)
Collections on finance receivables held for investment	607,168	448,990	368,978
Collection of retained securitization interests	61,170	93,747	118,175
Purchases of marketable securities	(39,685)	0	(467,609)
Sales and redemptions of marketable securities	0	2,543	1,125,344
Other, net	2,834	(2,575)	2,789
Net cash (used by) provided by investing activities of continuing operations	(863,487)	(294,875)	391,205
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium term notes	496,514	993,550	398,144
Repayment of medium term notes	0	(400,000)	0
Proceeds from issuance of senior unsecured notes	595,026	0	0
Proceeds from securitization debt	2,413,192	0	0
Repayments of securitization debt	(263,083)	0	0
Net (decrease) increase in credit facilities and unsecured commercial paper	(1,083,331)	761,065	(16,247)
Net (repayments) borrowings of asset-backed commercial paper	(513,168)	490,000	0
Repayment of senior subordinated debt	0	0	(30,000)
Net change in restricted cash	(167,667)	0	0
Dividends	(93,807)	(302,314)	(260,805)
Purchase of common stock for treasury	(1,920)	(250,410)	(1,153,439)
Excess tax benefits from share-based payments	170	320	3,066
Issuance of common stock under employee stock option plans	11	1,179	21,478
Net cash provided by (used by) financing activities of continuing operations	1,381,937	1,293,390	(1,037,803)
Effect of exchange rate changes on cash and cash equivalents of continuing operations	6,789	(20,352)	12,909
Net increase in cash and cash equivalents of continuing operations	1,134,249	370,134	164,457
Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations	(71,298)	(75,028)	0
Cash flows from investing activities of discontinued operations	(18,805)	(99,963)	0
Effect of exchange rate changes on cash and cash equivalents of discontinued operations	(1,208)	(4,439)	0
Net Cash Provided by (Used in) Discontinued Operations, Total	(91,311)	(179,430)	0
Net increase in cash and cash equivalents	1,042,938	190,704	164,457
Cash and cash equivalents:
Cash and cash equivalents - beginning of period	568,894	402,854	238,397
Cash and cash equivalents of discontinued operations - beginning of period	568,894	402,854	0
Net increase in cash and cash equivalents	1,042,938	190,704	164,457
Less: Cash and cash equivalents of discontinued operations - end of period	(6,063)	(24,664)	0
Cash and cash equivalents - end of period	$1,630,433	$568,894	$402,854

Statement Of Shareholders Equit

Statement Of Shareholders Equity And Other Comprehensive Income (USD $)
In Thousands, except Share data	Common Stock	Additional paid-in capital	Retained Earnings	Other comprehensive income (loss)	Treasury Balance	Total
Beginning Balance at Dec. 31, 2006	$3,343	$766,382	$5,460,629	($206,662)	($3,266,955)	$2,756,737
Beginning Balance (in shares) at Dec. 31, 2006	334,328,193
Comprehensive income:
Net income(loss)			933,843			933,843
Other comprehensive income (loss):
Foreign currency translation adjustment				30,753		30,753
Amortization of net prior service cost, net of taxes of ($1,576) in 2009, ($1,919) in 2008 and ($2,121) in 2007				3,447		3,447
Amortization of actuarial loss, net of taxes of ($6,919) in 2009, ($4,539) in 2008, and ($7,092) in 2007				11,521		11,521
Pension and post-retirement plan funded status adjustment, net of taxes of ($17,126) in 2009, ($203,485) in 2008, and ($29,142) in 2007				47,346		47,346
Change in net unrealized gains (losses):
Investment in retained securitization interests, net of tax (expense) benefit ($7,619) in 2009, $10,252 in 2008 and $6,488 in 2007				(11,945)		(11,945)
Derivative financial instruments, net of tax (expense) benefit of $1,184 in 2009, ($7,464) in 2008 and $7,229 in 2007				(12,970)		(12,970)
Marketable securities, net of taxes of ($45) in 2008 and ($825) in 2007				1,252		1,252
Adjustment to initially apply FIN 48			(16,100)			(16,100)
Dividends			(260,805)			(260,805)
Repurchase of common stock					(1,153,439)	(1,153,439)
Share-based compensation		20,974				20,974
Issuance of nonvested stock (in shares)	385,078
Issuance of nonvested stock	4	(4)				0
Exercise of stock options (in shares)	497,930
Exercise of stock options	5	21,473				21,478
Tax benefit of stock options		3,399				3,399
Ending Balance (in shares) at Dec. 31, 2007	335,211,201
Ending Balance at Dec. 31, 2007	3,352	812,224	6,117,567	(137,258)	(4,420,394)	2,375,491
Comprehensive income:
Net income(loss)			654,718			654,718
Other comprehensive income (loss):
Foreign currency translation adjustment				(44,012)		(44,012)
Amortization of net prior service cost, net of taxes of ($1,576) in 2009, ($1,919) in 2008 and ($2,121) in 2007				3,116		3,116
Amortization of actuarial loss, net of taxes of ($6,919) in 2009, ($4,539) in 2008, and ($7,092) in 2007				7,376		7,376
Pension and post-retirement plan funded status adjustment, net of taxes of ($17,126) in 2009, ($203,485) in 2008, and ($29,142) in 2007				(347,165)		(347,165)
Change in net unrealized gains (losses):
Investment in retained securitization interests, net of tax (expense) benefit ($7,619) in 2009, $10,252 in 2008 and $6,488 in 2007				(18,838)		(18,838)
Derivative financial instruments, net of tax (expense) benefit of $1,184 in 2009, ($7,464) in 2008 and $7,229 in 2007				11,556		11,556
Marketable securities, net of taxes of ($45) in 2008 and ($825) in 2007				76		76
Adjustment to apply measurement date provisions of SFAS No. 158, net of taxes of ($6,887)			(11,193)	2,623		(8,570)
Dividends			(302,314)			(302,314)
Repurchase of common stock					(250,410)	(250,410)
401(k) match made with Treasury shares		9,166			2	9,168
Share-based compensation		24,021				24,021
Issuance of nonvested stock (in shares)	384,761
Issuance of nonvested stock	4	(4)				0
Exercise of stock options (in shares)	57,615
Exercise of stock options	1	1,178				1,179
Tax benefit of stock options		211				211
Ending Balance (in shares) at Dec. 31, 2008	335,653,577
Ending Balance at Dec. 31, 2008	3,357	846,796	6,458,778	(522,526)	(4,670,802)	2,115,603
Comprehensive income:
Net income(loss)			(55,116)			(55,116)
Other comprehensive income (loss):
Foreign currency translation adjustment				30,932		30,932
Amortization of net prior service cost, net of taxes of ($1,576) in 2009, ($1,919) in 2008 and ($2,121) in 2007				2,679		2,679
Amortization of actuarial loss, net of taxes of ($6,919) in 2009, ($4,539) in 2008, and ($7,092) in 2007				11,761		11,761
Pension and post-retirement plan funded status adjustment, net of taxes of ($17,126) in 2009, ($203,485) in 2008, and ($29,142) in 2007				29,111		29,111
Pension and post-retirement plan settlement and curtailment, net of taxes of ($18,942)				32,197		32,197
Change in net unrealized gains (losses):
Investment in retained securitization interests, net of tax (expense) benefit ($7,619) in 2009, $10,252 in 2008 and $6,488 in 2007				13,600		13,600
Derivative financial instruments, net of tax (expense) benefit of $1,184 in 2009, ($7,464) in 2008 and $7,229 in 2007				(1,239)		(1,239)
Adjustment to apply measurement date provisions of FSP 115-2, net of taxes of ($8,108)			14,413	(14,413)		0
Dividends			(93,807)			(93,807)
Repurchase of common stock					(1,920)	(1,920)
401(k) match made with Treasury shares		11,066			2	11,068
Share-based compensation		16,297				16,297
Issuance of nonvested stock (in shares)	1,147,393
Issuance of nonvested stock	11	(11)				0
Tax benefit of stock options		(3,048)				(3,048)
Ending Balance (in shares) at Dec. 31, 2009	336,800,970
Ending Balance at Dec. 31, 2009	$3,368	$871,100	$6,324,268	($417,898)	($4,672,720)	$2,108,118

2_Statement Of Shareholders Equ

Statement Of Shareholders Equity And Other Comprehensive Income (Parenthetical) (USD $)
In Thousands	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Amortization of net prior service cost, taxes	($1,576)	($1,919)	($2,121)
Amortization of actuarial loss, taxes	(6,919)	(4,539)	(7,092)
Pension and post-retirement plan funded status adjustment, taxes	(17,126)	(203,485)	(29,142)
Pension and post-retirement plan settlement and curtailment, taxes	(18,942)
Investment in retained securitization interests, tax (expense) benefit	(7,619)	10,252	6,488
Derivative financial instruments, tax (expense) benefit	1,184	(7,464)	7,229
Adjustment to apply measurement date provisions of FSP 115-2, taxes	(8,108)
Marketable securities, taxes		(45)	(825)
Adjustment to apply measurement date provisions of SFAS No. 158, taxes		($6,887)

Summary of Significant Accounti

Summary of Significant Accounting Policies
	12 Months Ended Dec. 31, 2009 USD / shares
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Harley-Davidson, Inc. and its wholly-owned subsidiaries (the Company), including the accounts of the groups of companies doing business as Harley-Davidson Motor Company (HDMC), Buell Motorcycle Company (Buell), MV Agusta (MV) and Harley-Davidson Financial Services (HDFS). In addition, certain variable interest entities (VIEs) related to secured financing are consolidated as the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated. All of the Companys subsidiaries are wholly owned and are included in the consolidated financial statements. Substantially all of the Companys international subsidiaries use the respective local currency as their functional currency. Assets and liabilities of international subsidiaries have been translated at period-end exchange rates, and income and expenses have been translated using average exchange rates for the period. In connection with term asset-backed securitization transactions prior to 2009, HDFS utilized Qualifying Special Purpose Entities (QSPEs) as defined by the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 860-40 Transfers to Qualifying Special Purpose Entities (ASC Topic 860-40). Assets and liabilities of the QSPEs are not consolidated in the financial statements of the Company. For further discussion of QSPEs and off-balance sheet securitization transactions, see Note 7. The Company operates in two principal business segments: Motorcycles Related Products (Motorcycles) and Financial Services (Financial Services). The Companys management has evaluated subsequent events after December31, 2009 through February23, 2010, which is the date the Companys financial statements were issued. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Marketable Securities The Company had investments in marketable securities consisting primarily of $39.7 million of corporate bonds at December31, 2009 with contractual maturities of less than one year. The Company has classified its investments in marketable securities as available for sale, thus requiring the Company to carry them at their fair value with any unrealized gains or losses reported in other comprehensive income. As of December31, 2009, fair value approximated carrying value and as such no adjustment was required. There were no marketable securities held at December31, 2008. Accounts Receivable The Companys motorcycles and related products are sold to independent dealers and distributors outside the U.S. and Canada generally on open account and the resultin

Additional Balance Sheet and Ca

Additional Balance Sheet and Cash Flow Information
	12 Months Ended Dec. 31, 2009 USD / shares
Additional Balance Sheet and Cash Flow Information	2. Additional Balance Sheet and Cash Flow Information The following information represents additional detail for selected line items included in the consolidated balance sheets at December31 and the statements of cash flows for the years ended December31. Balance Sheet Information: Inventories, net (in thousands): 2009 2008 Components at the lower of FIFO cost or market Raw materials and work in process $ 104,641 $ 140,854 Motorcycle finished goods 168,002 175,438 Parts and accessories and general merchandise 84,823 102,983 Inventory at lower of FIFO cost or market 357,466 419,275 Excess of FIFO over LIFO cost (34,437 ) (40,134 ) $ 323,029 $ 379,141 Inventory obsolescence reserves deducted from FIFO cost were $34.7 million and $24.1 million as of December31, 2009 and 2008, respectively. Property, plant and equipment, at cost (in thousands): 2009 2008 Land and related improvements $ 59,922 $ 59,603 Buildings and related improvements 474,891 469,580 Machinery and equipment 2,311,779 2,277,593 Construction in progress 112,498 131,257 2,959,090 2,938,033 Less: accumulated depreciation 2,052,184 1,881,105 $ 906,906 $ 1,056,928 Accrued liabilities (in thousands): 2009 2008 Payroll, performance incentives and related expenses $ 137,523 $ 158,128 Restructuring reserves 67,711 2,149 Warranty and recalls 68,044 64,543 Sales incentive programs 62,206 84,683 Income taxes 16,038 10,770 Fair value of derivative financial instruments 16,293 23,503 Other 146,269 159,690 $ 514,084 $ 503,466 Components of accumulated other comprehensive loss, net of tax (in thousands): 2009 2008 Cumulative foreign currency translation adjustment $ 46,103 $ 15,171 Unrealized loss on investment in retained securitization interest (3,484 ) (2,671 ) Unrealized net loss on derivative financial instruments (8,940 ) (7,701 ) Unrecognized pension and postretirement benefit plan liabilities (451,577 ) (527,325 ) $ (417,898 ) $ (522,526 ) Cash Flow Information: The reconciliation of net (loss) income to net cash provided by (used by) operating activities of continuing operations is as follows (in thousands): 2009 2008 2007 Cash flows from operating activities: Net (loss) income $ (55,116 ) $ 654,718 $ 933,843 Loss from discontinued operations (125,757 ) (29,517 ) Income from continuing operations 70,641 684,235 933,843 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 246,344

MV Agusta Acquisition and Plann

MV Agusta Acquisition and Planned Divestiture
	12 Months Ended Dec. 31, 2009 USD / shares
MV Agusta Acquisition and Planned Divestiture	3. MV Agusta Acquisition and Planned Divestiture On August8, 2008, the Company completed of its purchase of privately-held Italian motorcycle maker MV Agusta (MV). The Company acquired 100 percent of MV shares for total consideration of 68.3million ($105.1 million), which included the satisfaction of existing bank debt for 47.5million ($73.2 million). The Company financed the transaction and MVs initial working capital requirements through 130.0million of debt under existing credit facilities. The operating results of MV, which were part of the Motorcycles segment, have been included in the Companys consolidated financial statements from the date of acquisition. Pro forma information reflecting this acquisition has not been disclosed as the pro forma impact on consolidated net income would not be material. The following table summarizes the fair values of the MV assets acquired and liabilities assumed at the date of acquisition (in thousands): Current assets, net of cash acquired $ 60,483 Property, plant and equipment 39,469 Goodwill 85,750 Intangible assets 52,811 Other noncurrent assets 3,739 Total assets 242,252 Current liabilities 123,119 Noncurrent liabilities 23,579 Total liabilities 146,698 Net assets acquired $ 95,554 In conjunction with the acquisition of MV, the Company recorded goodwill of $85.8 million, none of which is tax deductible, and intangible assets with an initial fair value of $52.8 million. Of the total intangible assets acquired, $8.1 million was assigned to patents with useful lives of ten years, $6.3 million was assigned to miscellaneous intangibles with useful lives of seven years and $18.3 million was assigned to trademarks that are not subject to amortization. The remaining $20.1 million was assigned to research and development assets that were written off subsequent to the acquisition date in accordance with pre-codification guidance contained in FASB Interpretation Number (FIN) 4, Applicability of FASB Statement No.2 to Business Combinations Accounted for by the Purchase Method. This resulted in a one-time expense of $20.1 million. In October 2009, the Company unveiled a new business strategy to drive growth through a focus of efforts and resources on the unique strengths of the Harley-Davidson brand and to enhance productivity and profitability through continuous improvement. The Companys Board of Directors approved and the Company committed to the divestiture of MV as part of this strategy. As a result, MV is now presented as a discontinued operation for all periods presented. The following table summarizes the net revenue, pre-tax loss and loss per common share from discontinued operations for the periods noted (in thousands except per share amounts): Twelvemonthsended December31, 2009 August8,2008- December31,2008 Revenue $ 56,729 $ 15,893 Loss before income taxes $ (165,383 ) $ (31,944 ) Loss per common share $ (0.54 ) $ (0.13 ) During 2009, the Company recorded an impairment charge of $115.4 millio

Restructuring Expense and Other

Restructuring Expense and Other Impairments
	12 Months Ended Dec. 31, 2009 USD / shares
Restructuring Expense and Other Impairments	4. Restructuring Expense and Other Impairments 2009 Restructuring Plan During 2009, in response to the U.S. economic recession and worldwide slowdown in consumer demand, the Company committed to a volume reduction and a combination of restructuring actions (2009 Restructuring Plan) in the Motorcycles and Financial Services segments which are expected to be completed by 2012. The 2009 Restructuring Plan was designed to reduce excess capacity, exit certain business operations and lower the Companys cost structure. The Companys planned actions include: consolidating its two engine and transmission plants in the Milwaukee area into its facility in Menomonee Falls, Wisconsin; closing its distribution facility in Franklin, Wisconsin and consolidating Parts and Accessories and General Merchandise distribution through a third party; discontinuing the domestic transportation fleet; consolidating its vehicle test facilities from three locations in Alabama, Arizona and Florida into one location in Arizona; restructuring its York, Pennsylvania motorcycle production facility to focus on the core operations of motorcycle assembly, metal fabrication and paint; and exiting the Buell product line. The 2009 Restructuring Plan includes a reduction of approximately 2,700 to 2,900 hourly production positions and approximately 720 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment. These reductions began in 2009 and are expected to be completed during 2011. Restructuring charges consist of employee severance and termination costs, accelerated depreciation on the long lived assets that will be exited as part of the 2009 Restructuring Plan and other related costs. As of December31, 2009, approximately 2,000 employees have left the Company under the 2009 Restructuring Plan. The following table summarizes the 2009 Restructuring Plan reserve recorded in accrued liabilities as of December31, 2009 (in thousands): Motorcycles Related Products Financial Services Employee Severanceand TerminationCosts Accelerated Depreciation Other Total Employee Severanceand TerminationCosts Other Total Consolidated Total Restructuring expense $ 103,769 $ 26,905 $ 72,278 $ 202,952 $ 1,679 $ 1,623 $ 3,302 $ 206,254 Utilized cash (29,885 ) (40,856 ) (70,741 ) (1,460 ) (1,197 ) (2,657 ) (73,398 ) Utilized noncash (37,814 ) (26,905 ) (64,719 ) (426 ) (426 ) (65,145 ) Balance December 31, 2009 $ 36,070 $ $ 31,422 $ 67,492 $ 219 $ $ 219 $ 67,711 Other restructuring costs include items such as the exit costs for terminating supply contracts, lease termination and moving costs. 2008 Restructuring Plan During t

Goodwill

Goodwill
	12 Months Ended Dec. 31, 2009 USD / shares
Goodwill	5. Goodwill The changes in the carrying amount of goodwill in each of the Companys reporting segments for the years ended December31, 2009 and 2008 were as follows (in thousands): Motorcycles Financial Services Total December31, 2007 $ 32,560 $ 28,840 $ 61,400 Currency translation (1,269 ) (1,269 ) December31, 2008 $ 31,291 $ 28,840 $ 60,131 Impairment (28,387 ) (28,387 ) Currency translation 609 609 Other (500 ) (453 ) (953 ) December31, 2009 $ 31,400 $ $ 31,400 As a result of the Companys lower retail sales volume projections and the decline in operating performance at HDFS during 2009 due to significant write-downs of its loan portfolio and investment in retained securitization interests, the Company performed an impairment test of the goodwill balance associated with HDFS as of June28, 2009. The results of the impairment test indicated the current fair value of HDFS had declined below its carrying value and as such the Company recorded an impairment charge of $28.4 million during 2009.

Finance Receivables

Finance Receivables
	12 Months Ended Dec. 31, 2009 USD / shares
Finance Receivables	6. Finance Receivables Finance receivables held for investment, net at December31 for the past five years were as follows (in thousands): 2009 2008 2007 2006 2005 Wholesale United States $ 787,891 $ 1,074,377 $ 1,132,748 $ 1,206,753 $ 1,040,220 Europe 86,947 66,421 59,960 Canada 82,110 89,859 108,756 65,538 50,097 Total wholesale 870,001 1,164,236 1,328,451 1,338,712 1,150,277 Retail United States 3,835,235 514,637 485,579 409,788 319,856 Canada 256,658 226,084 228,850 174,894 149,597 Total retail 4,091,893 740,721 714,429 584,682 469,453 4,961,894 1,904,957 2,042,880 1,923,394 1,619,730 Allowance for credit losses 150,082 40,068 30,295 27,283 26,165 4,811,812 1,864,889 2,012,585 1,896,111 1,593,565 Investment in retained securitization interests 245,350 330,674 407,742 384,106 349,659 $ 5,057,162 $ 2,195,563 $ 2,420,327 $ 2,280,217 $ 1,943,224 Finance receivables held for sale at December31 for the past five years were as follows (in thousands): 2009 2008 2007 2006 2005 Retail United States $ $ 2,443,965 $ 781,280 $ 547,106 $ 299,373 During the second quarter of 2009, the Company reclassified $3.14 billion of finance receivables held for sale at the lower of cost or fair value to finance receivables held for investment, net, due to the Companys decision to structure securitization transactions in a manner that will not qualify for accounting sale treatment under the provisions of ASC Topic 860-40. Included in finance receivables held for sale at December31, 2008 is a lower of cost or market adjustment of $31.7 million. Included in the Companys Consolidated Balance Sheet at December31, 2009 and 2008 are finance receivables of $2.81 billion and $649.8 million, respectively, which were restricted as collateral for the payment of secured borrowings, and other related obligations, as discussed in Note 8. HDFS has cross-border outstandings to Canada as of December31, 2009, 2008 and 2007 of $77.1 million, $75.8 million and $92.2 million, respectively. HDFS provides wholesale financing to the Companys independent dealers. Wholesale loans to dealers are generally secured by financed inventory or property and are originated in the U.S. and Canada. Effective January1, 2008, the finance receivables and related assets of the international wholesale operations located in Oxford, England were transferred at book value to Harley-Davidson Europe Ltd., a subsidiary of HDMC. Beginning in 2008, HDMC assumed responsibility for the collection of all wholesale receivables in Europe. HDFS provides retail financial servi

Off-Balance Sheet Finance Recei

Off-Balance Sheet Finance Receivable Securitization Transactions
	12 Months Ended Dec. 31, 2009 USD / shares
Off-Balance Sheet Finance Receivable Securitization Transactions	7. Off-Balance Sheet Finance Receivable Securitization Transactions During 2008 and 2007, the Company sold $540.0 million and $2.53 billion, respectively, of retail motorcycle loans through securitization transactions utilizing QSPEs (see Note 1). These sales resulted in cash proceeds of $467.7 million and $2.49 billion during 2008 and 2007, respectively. There were no off-balance sheet securitization transactions during 2009. The Company retains an interest in excess cash flows, subordinated securities and cash reserve account deposits, collectively referred to as investment in retained securitization interests (a component of finance receivables held for investment in the Companys Consolidated Balance Sheets). The Company retains servicing rights and receives annual servicing fees approximating 1% of the outstanding securitized retail loans. HDFS serviced $1.89 billion and $3.25 billion of securitized retail loans as of December31, 2009 and 2008, respectively. The total investment in retained securitization interests received in connection with securitizations during the year for the last three years is disclosed under non-cash investing activities in Note 2. In conjunction with sales prior to 2009, HDFS had investments in retained securitization interests of $245.4 million and $330.7 million at December31, 2009 and 2008, respectively. The Companys investment in retained securitization interests, excluding servicing rights, is subordinate to the interests of securitization trust investors. Such investors have priority interests in the cash collections on the retail loans sold to the securitization trust (after payment of servicing fees) and in the cash reserve account deposits. These priority interests ultimately could impact the value of the Companys investment in retained securitization interests. Investors do not have recourse to the assets of HDFS for failure of the obligors on the retail loans to pay when due. The investment in retained securitization interests is recorded at fair value. Key assumptions in the valuation of the investment in retained securitization interests and in calculating the gain or loss on current year securitizations are credit losses, prepayments and discount rate. As discussed in Note 1, the Company adopted ASC Topic 320-10-65-1 on March30, 2009. In accordance with the new standard, if management has no intent to sell the other-than-temporarily impaired investment and it is more likely than not that it will not be required to sell, only the credit loss component of the impairment is recognized in earnings, while the rest of the impairment is recognized as an unrealized loss in other comprehensive income. The credit loss component recognized in earnings is identified as the amount of cash flows not expected to be received over the remaining life of the investment as projected using assumptions for credit losses, prepayments and discounts rates as discussed below. Upon adoption of ASC Topic 320-10-65-1, the Company recorded an increase to the opening balance of retained earnings of $22.5 million ($14.4 million, net of tax) and a decrease to accumulated other comprehensive income of $22.5 mill

Secured Borrowings

Secured Borrowings
	12 Months Ended Dec. 31, 2009 USD / shares
Secured Borrowings	8. Secured Borrowings Asset-Backed Commercial Paper Conduit Facility In December 2008, HDFS transferred $666.7 million of U.S. retail motorcycle finance receivables to a special purpose entity (SPE), which in turn issued $500.0 million of debt to third-party bank-sponsored asset-backed commercial paper conduits. The SPE funded the purchase of the finance receivables from HDFS primarily with cash obtained through the issuance of the debt. In April 2009, HDFS replaced its December 2008 asset-backed commercial paper conduit facility agreement with a new agreement (2009 Conduit Loan Agreement). As part of the April 2009 transaction, HDFS transferred an additional $354.4 million of U.S. retail motorcycle loans to the SPE and increased the debt issued to the third-party bank sponsored conduits from $500.0 million to $640.2 million. HDFS is the primary beneficiary of the SPE, and the finance receivables transfer does not satisfy the requirements for accounting sale treatment under ASC Topic 860. Therefore, the assets and associated debt are included in the Companys financial statements. The SPE is a separate legal entity and as such the assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Companys creditors. The 2009 Conduit Loan Agreement provides for a total aggregate commitment of up to $1.20 billion based on, among other things, the amount of eligible U.S. retail motorcycle loans held by the SPE as collateral. The interest rates for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The 2009 Conduit Loan Agreement also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $1.20 billion. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal with the balance due at maturity. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, the 2009 Conduit Loan Agreement will expire on April29, 2010, at which time HDFS will be obligated to repay any amounts outstanding in full. At December31, 2009, HDFS had no borrowings outstanding under the asset-backed commercial paper conduit facility. The SPE held $55.2 million of finance receivables and $3.6 million of cash collections restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment of $1.20 billion. The assets of the SPE totaled $73.0 million at December31, 2009, and are included primarily in finance receivables and other current assets in the Companys Consolidated Balance Sheet. At December31, 2008 the assets of the SPE totaled $686.3 million. The SPE held finance receivables of $649.8 million and cash collections of $24.1 million restricted as collateral for the payment of $500.0 million of short-term asset-backed comme

Fair Value of Financial Instrum

Fair Value of Financial Instruments
	12 Months Ended Dec. 31, 2009 USD / shares
Fair Value of Financial Instruments	9. Fair Value of Financial Instruments The Companys financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables held for investment, net, finance receivables held for sale, trade payables, debt, foreign currency contracts and interest rate swaps (derivative instruments are discussed further in Note 11). Under U.S. GAAP certain of these items are required to be recorded in the financial statements at fair value, while others are required to be recorded at historical cost. The following table summarizes the fair value and carrying value of the Companys financial instruments at December31, 2009 (in thousands): 2009 2008 Fair Value CarryingValue Fair Value CarryingValue Assets: Cash and cash equivalents $ 1,630,433 $ 1,630,433 $ 568,894 $ 568,894 Marketable securities $ 39,685 $ 39,685 $ $ Accounts receivable, net $ 269,371 $ 269,371 $ 265,319 $ 265,319 Restricted cash $ 167,667 $ 167,667 $ $ Derivatives $ 13,678 $ 13,678 $ 31,508 $ 31,508 Finance receivables held for sale $ $ $ 2,443,965 $ 2,443,965 Finance receivables held for investment $ 4,802,322 $ 4,811,812 $ 1,864,889 $ 1,864,889 Investment in retained securitization interests $ 245,350 $ 245,350 $ 330,674 $ 330,674 Liabilities: Accounts payable $ 162,515 $ 162,515 $ 303,272 $ 303,272 Derivatives $ 16,293 $ 16,293 $ 23,503 $ 23,503 Unsecured commercial paper $ 325,099 $ 325,099 $ 1,416,449 $ 1,416,449 Asset-backed commercial paper conduit facility $ $ $ 500,000 $ 500,000 Credit facilities $ 448,049 $ 448,049 $ 390,932 $ 390,932 Medium-term notes $ 2,152,612 $ 2,103,396 $ 1,034,907 $ 1,607,506 Senior unsecured notes $ 816,998 $ 600,000 $ $ On-balance sheet securitization debt $ 2,166,056 $ 2,159,585 $ $ Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable With the exception of certain money-market investments, these items are recorded in the financial statements at historical cost. The historical cost basis for these amounts is estimated to approximate their respective fair values due to the short maturity of these instruments. Marketable Securities Marketable securities are recorded in the financial statements at fair value. The fair value of marketable securities is based primarily on quoted market prices. Changes in fair value are recorded, net of tax, as other comprehensive income and included as a component of shareholders equity. Finance Receivables Held for Investment, Net Retail and wholesale finance receivables included in finance receivables held for investment are recorded in the financial statements at historical cost less an allowance for credit losses. The fair value of retail finance receivables is generally calculated by discounting future cash flows using an estimated discount rate

Fair Value Measurements

Fair Value Measurements
	12 Months Ended Dec. 31, 2009 USD / shares
Fair Value Measurements	10. Fair Value Measurements Certain assets and liabilities are recorded at fair value in the financial statements; some of these are measured on a recurring basis while others are measured on a non-recurring basis. Assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of assets and liabilities, the Company uses various valuation techniques. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. The Company assesses the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include managements judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the table below. Recurring Fair Value Measurements The following table presents information about the Companys assets and liabilities measured at fair value on a recurring basis as of December31, 2009 and 2008 (in thousands): Balance as of December31,2009 QuotedPricesin ActiveMarketsfor Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 1,298,254 $ 1,298,254 $ $ Derivatives 13,678 13,678 Investment in retained securitization interests 245,350 245,350 $ 1,557,282 $ 1,298,254 $ 13,678 $ 245,350 Liabilities: Derivatives $ 16,293 $ $ 16,293 $ Balance as of December31,2008 QuotedPricesin ActiveMarketsfor Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 380,082 $ 380,082 $ $ Derivatives 31,508 31,508 Investment in retained securitization

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities
	12 Months Ended Dec. 31, 2009 USD / shares
Derivative Instruments and Hedging Activities	11. Derivative Instruments and Hedging Activities The Company is exposed to certain risks relating to its ongoing business operations. The primary risks are foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce such risks, the Company selectively uses derivative financial instruments. All hedging transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes. All derivative instruments are recognized on the balance sheet at fair value (see Note 9). In accordance with ASC Topic 815, the accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of gains and losses that result from changes in the fair value of derivative instruments is initially recorded in other comprehensive income (OCI) and subsequently reclassified into earnings when the hedged item affects income. The Company assesses, at both the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any ineffective portion is immediately recognized in earnings. No component of a hedging derivative instruments gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments which do not qualify for hedge accounting are recorded at fair value and any changes in fair value are recorded in current period earnings. The Company sells its products internationally and in most markets those sales are made in the foreign countrys local currency. As a result, the Companys earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Companys most significant foreign currency risk relates to the Euro and the Australian dollar. The Company utilizes foreign currency contracts to mitigate the effect of the Euro and the Australian dollar fluctuations on earnings. The foreign currency contracts are entered into with banks and allow the Company to exchange a specified amount of foreign currency for U.S. dollars at a future date, based on a fixed exchange rate. The Company utilizes natural gas contracts to hedge portions of the cost of natural gas consumed in the Companys motorcycle production operations. The Companys earnings are affected by changes in interest rates. HDFS utilizes interest rate swaps to reduce the impact of fluctuations in interest rates on its unsecured commercial paper by converting a portion from a floating rate basis to a fixed rate basis. Similarly, HDFS utilizes interest rate swaps with its medium-term notes; however, the impact is to convert from a fixed rate basis to a floating rate basis. HDFS al

Comprehensive Income

Comprehensive Income
	12 Months Ended Dec. 31, 2009 USD / shares
Comprehensive Income	12. Comprehensive Income The following tables set forth the reconciliation of net (loss) income to comprehensive income for the years ended December31 (in thousands): 2009 2008 2007 Net (loss) income $ (55,116 ) $ 654,718 $ 933,843 Other comprehensive income, net of tax: Foreign currency translation adjustment 30,932 (44,012 ) 30,753 Investment in retained securitization interest: Unrealized net gains (losses) arising during the period 9,760 (18,838 ) (11,945 ) Less: net losses reclassified into net income (3,840 ) 13,600 (18,838 ) (11,945 ) Derivative financial instruments: Unrealized net losses arising during period (4,242 ) (6,060 ) (27,175 ) Less: net losses reclassified into net income (3,003 ) (1,239 ) (17,616 ) 11,556 (14,205 ) (12,970 ) Marketable securities Unrealized gains on marketable securities 1,252 Less: net losses reclassified into net income (76 ) 76 1,252 Pension and postretirement benefit plans: Amortization of actuarial loss 11,761 7,376 11,521 Amortization of net prior service cost 2,679 3,116 3,447 Pension and postretirement plan funded status adjustment 29,111 (347,165 ) 47,346 Less: actuarial loss reclassified into net income due to settlement (884 ) Less: actuarial loss reclassified into net income due to curtailment (8,393 ) Less: prior service cost reclassified into net income due to curtailment (22,920 ) 75,748 (336,673 ) 62,314 Comprehensive income $ 63,925 $ 266,827 $ 1,003,247

Debt

Debt
	12 Months Ended Dec. 31, 2009 USD / shares
Debt	13. Debt Debt with contractual terms less than one year is generally classified as short-term debt and consisted of the following as of December31 (in thousands): 2009 2008 Unsecured commercial paper $ 189,999 $ 1,238,649 Asset-backed conduit facility 500,000 $ 189,999 $ 1,738,649 Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following as of December31 (in thousands): 2009 2008 Unsecured commercial paper $ 135,100 $ 177,800 Bank borrowings Credit facilities 448,049 390,932 Secured debt On-balance sheet securitization debt 2,159,585 Unsecured notes 5.00% Medium-term notes due in 2010 ($200.0 million par value) 206,065 209,684 5.25% Medium-term notes due in 2012 ($400.0 million par value) 399,734 399,643 5.75% Medium-term notes due in 2014 ($500.0 million par value) 499,222 6.80% Medium-term notes due in 2018 ($1,000.0 million par value) 998,375 998,179 15.00% senior unsecured notes due in 2014 ($600.0 million par value) 600,000 Gross long-term debt 5,446,130 2,176,238 Less: current portion of long-term debt (1,332,091 ) Long-term debt $ 4,114,039 $ 2,176,238 Current portion of long-term debt consists of $206.1 million of medium-term notes due in December 2010, $205.0 million of credit facilities debt related to the MV acquisition and subsequent working capital advances and $921.0 of on-balance sheet securitization debt. The Company has classified $378.2 million and $568.7 million related to its unsecured commercial paper and its Global Credit Facilities as long-term debt as of December31, 2009 and 2008.This amount has been excluded from current liabilities because it is supported by the Global Credit Facilities and is expected to remain outstanding for an uninterrupted period extending beyond one year from the balance sheet date. Commercial paper maturities may range up to 365 days from the issuance date. The weighted-average interest rate of outstanding commercial paper balances was 2.87% and 3.14% at December31, 2009 and 2008, respectively. The December31, 2009 and 2008 weighted-average interest rates include the impact of interest rate swap agreements. In April 2009, the Company and HDFS entered into a new $625.0 million 364-day credit facility (New 364-Day Credit Facility) to refinance and replace the existing $950.0 million 364-day credit facility (2008 364-Day Credit Facility), which was set to mature in July 2009. The New 364-Day Credit Facility matures in April 2010. In connection with the New 364-Day Credit Facility, the Company and HDFS also amended the existing three-year credit facility agreement, which matures in July 2011. The amendments to the three-year credit facility were to conform to the terms of the New 364-Day Credit Facility. The New 364-Day Credit Facility and the amended three-year credit facility agr

Income Taxes

Income Taxes
	12 Months Ended Dec. 31, 2009 USD / shares
Income Taxes	14. Income Taxes Provision for income taxes for the years ended December31 consists of the following (in thousands): 2009 2008 2007 Current: Federal $ 94,984 $ 376,796 $ 510,299 State 5,201 21,174 27,076 Foreign 1,395 29,044 35,229 101,580 427,014 572,604 Deferred: Federal (10,665 ) (36,368 ) (51,903 ) State 22,690 (2,225 ) (5,089 ) Foreign (5,586 ) (6,735 ) (1,636 ) 6,439 (45,328 ) (58,628 ) Total $ 108,019 $ 381,686 $ 513,976 The components of income before income taxes for the years ended December31 were as follows (in thousands): 2009 2008 2007 Domestic $ 185,435 $ 992,796 $ 1,340,617 Foreign (6,775 ) 73,125 107,202 $ 178,660 $ 1,065,921 $ 1,447,819 The provision for income taxes differs from the amount that would be provided by applying the statutory U.S. corporate income tax rate due to the following items for the years ended December31: 2009 2008 2007 Provision at statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal benefit 2.7 1.5 1.5 Domestic manufacturing deduction (1.0 ) (1.3 ) Research and development credit (1.7 ) (0.5 ) (0.4 ) Unrecognized tax benefits including interest and penalties 2.3 1.1 0.6 Valuation allowance adjustments 12.4 Goodwill impairment 5.6 Other 4.2 (0.3 ) 0.1 Provision for income taxes 60.5 % 35.8 % 35.5 % The principal components of the Companys deferred tax assets and liabilities as of December31 include the following (in thousands): 2009 2008 Deferred tax assets: Accruals not yet tax deductible $ 125,393 $ 76,532 Pension and postretirement benefit plan obligations 202,332 291,328 Stock compensation 24,103 24,141 Net operating loss carryforward 22,170 22,490 Valuation allowance (22,170 ) Other, net 81,464 83,995 433,292 498,486 Deferred tax liabilities: Depreciation, tax in excess of book (70,018 ) (66,034 ) Other, net (6,085 ) (20,885 ) (76,103 ) (86,919 ) Total $ 357,189 $ 411,567 The Company reviews its deferred tax asset valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with any positive or

Employee Benefit Plans and Othe

Employee Benefit Plans and Other Postretirement Benefits
	12 Months Ended Dec. 31, 2009 USD / shares
Employee Benefit Plans and Other Postretirement Benefits	15. Employee Benefit Plans and Other Postretirement Benefits The Company has several defined benefit pension plans and several postretirement healthcare benefit plans, which cover substantially all employees of the Motorcycles segment. The Company also has unfunded supplemental employee retirement plan agreements (SERPA) with certain employees which were instituted to replace benefits lost under the Tax Revenue Reconciliation Act of 1993. Pension benefits are based primarily on years of service and, for certain plans, levels of compensation. Employees are eligible to receive postretirement healthcare benefits upon attaining age 55 after rendering at least 10 years of service to the Company. Some of the plans require employee contributions to partially offset benefit costs. Obligations and Funded Status: The information following provides detail of changes in the benefit obligations, changes in the fair value of plan assets and funded status as of the Companys December31, 2009 and 2008 measurement dates (in thousands): Pension and SERPA Postretirement Healthcare Benefits 2009 2008 2009 2008 Change in benefit obligation Benefit obligation, beginning of period $ 1,178,283 $ 1,033,635 $ 372,631 $ 332,139 Effects of change in measurement date 21,974 5,765 Service cost 47,308 51,363 11,390 13,078 Interest cost 74,578 68,592 22,449 21,640 Plan amendments 620 1,685 (9,559 ) Actuarial losses (gains) 12,774 36,861 (7,279 ) 13,934 Plan participant contributions 5,593 6,920 991 952 Benefits paid, net of Medicare Part D subsidy (52,224 ) (42,747 ) (18,341 ) (19,758 ) Special retiree benefits 4,881 Curtailments 17,790 5,001 Benefit obligation, end of period 1,284,722 1,178,283 377,283 372,631 Change in plan assets: Fair value of plan assets, beginning of period 690,558 1,067,865 96,606 136,080 Effects of change in measurement date 15,210 2,808 Actual return on plan assets 159,153 (357,793 ) 21,166 (41,045 ) Company contributions 223,044 1,103 10,180 18,414 Plan participant contributions 5,593 6,920 991 952 Benefits paid (52,224 ) (42,747 ) (19,800 ) (20,603 ) Fair value of plan assets, end of period 1,026,124 690,558 109,143 96,606 Funded status of the plans, December31 $ (258,598 ) $ (487,725 ) $ (268,140 ) $ (276,025 ) Amounts recognized in the Consolidated Balance Sheets, December31: Accrued benefit liability (other current liabilities) $ (13,266 ) $ (3,722 ) $ (3,668 ) $ (1,617 ) Accrued benefit

Leases

Leases
	12 Months Ended Dec. 31, 2009 USD / shares
Leases	16. Leases The Company operates certain administrative, manufacturing, warehouse and testing facilities and equipment under lease arrangements that are accounted for as operating leases. Total rental expense was $10.1 million, $11.1 million and $9.7 million for 2009, 2008 and 2007, respectively. Future minimum operating lease payments at December31, 2009 were as follows (in thousands): 2010 $ 11,985 2011 6,871 2012 5,152 2013 4,900 2014 3,659 After 2014 17,002 Total operating lease payments $ 49,569

Commitments and Contingencies

Commitments and Contingencies
	12 Months Ended Dec. 31, 2009 USD / shares
Commitments and Contingencies	17. Commitments and Contingencies The Company is subject to lawsuits and other claims related to environmental, product and other matters. In determining required reserves related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The required reserves are monitored on an ongoing basis and are updated based on new developments or new information in each matter. Environmental Protection Agency Notice The Company has received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company has submitted written responses to the EPAs inquiry and has engaged in discussions with the EPA. It is possible that a result of the EPAs investigation will be some form of enforcement action by the EPA that will seek a fine or other relief. However, at this time the Company does not know and cannot reasonably estimate the impact of any remedies the EPA might seek. Shareholder Lawsuits: In re Harley-Davidson, Inc. Securities Litigation was a consolidated shareholder securities class action lawsuit filed in the United States District Court for the Eastern District of Wisconsin. On October2, 2006, the Lead Plaintiffs filed a Consolidated Class Action Complaint, which named the Company and certain former Company officers as defendants, that alleged securities law violations and sought unspecified damages relating generally to the Companys April13, 2005 announcement that it was reducing short-term production growth and planned increases of motorcycle shipments. On December18, 2006, the defendants filed a motion to dismiss the Consolidated Complaint. On October8, 2009, the judge granted defendants motion to dismiss, and the clerk of court entered judgment dismissing the consolidated lawsuit. No appeal was taken from the final judgment and the dismissal of the action is now final. On August25, 2005, a class action lawsuit alleging violations of the Employee Retirement Income Security Act (ERISA) was filed in the United States District Court for the Eastern District of Wisconsin. On October2, 2006, the ERISA plaintiff filed an Amended Class Action Complaint, which named the Company, the Harley-Davidson Motor Company Retirement Plans Committee, the Companys Leadership and Strategy Council, and certain current or former Company officers or employees as defendants. In general, the ERISA complaint included factual allegations similar to those in the consolidated securities class action and alleged on behalf of participants in certain Harley-Davidson retirement savings plans that the plan fiduciaries breached their ERISA fiduciary duties. On December18, 2006, the defendants filed a motion to dismiss the ERISA complaint. On October8, 2009, the judge granted defendants motion to dismiss, and the clerk of court entered judgment dismissing the class action lawsuit. No appeal was taken from the final judgment

Capital Stock

Capital Stock
	12 Months Ended Dec. 31, 2009 USD / shares
Capital Stock	18. Capital Stock Common Stock: The Company is authorized to issue 800,000,000 shares of common stock of $.01 par value. There were 234.3million and 232.8million common shares outstanding as of December31, 2009 and 2008, respectively. During 2008 and 2007, the Company repurchased 6.4million and 20.4million shares of its common stock at weighted-average prices of $40 and $56, respectively. These repurchases were made pursuant to the following authorizations (in millions of shares): SharesRepurchased AuthorizationRemainingat December 31, 2009 Board of Directors Authorization 2009 2008 2007 1997 Authorization 0.7 5.8 2005 Authorization 2.8 2006 Authorization 3.1 16.9 2007 Authorization 3.3 16.7 Total 6.4 20.4 22.5 1997 Authorization The Company has an authorization from its Board of Directors (originally adopted December 1997) to repurchase shares of its outstanding common stock under which the cumulative number of shares repurchased, at the time of any repurchase, shall not exceed the sum of (1)the number of shares issued in connection with the exercise of stock options occurring on or after January1, 2004, plus (2)1% of the issued and outstanding common stock of the Company on January1 of the current year, adjusted for any stock split. 2005 Authorization In April 2005, the Companys Board of Directors separately authorized the Company to buy back up to 20.0million shares of its common stock with no dollar limit or expiration date. This authorization was exhausted during 2007. 2006 Authorization In October 2006, the Companys Board of Directors separately authorized the Company to buy back up to 20.0million shares of its common stock with no dollar limit or expiration date. This authorization was exhausted during 2008. 2007 Authorization In December 2007, the Companys Board of Directors separately authorized the Company to buy back up to 20.0million shares of its common stock with no dollar limit or expiration date. There are 16.7million shares remaining under this authorization at December31, 2009. Preferred Stock: The Company is authorized to issue 2,000,000 shares of preferred stock of $1.00 par value. The Company has designated 500,000 of the 2,000,000 authorized shares of preferred stock as Series A Junior Participating preferred stock (Preferred Stock). Each share of Preferred Stock, none of which is outstanding, is entitled to 10,000 votes per share (subject to adjustment) and other rights such that the value of a one ten-thousandth interest in a share of Preferred Stock should approximate the value of one share of common stock. Preferred Stock is reserved for issuance in connection with the Companys outstanding Preferred Stock purchase rights (Rights). On February17, 2000, the Board of Directors of the Company declared a dividend of one Right for each outstanding share of common stock payable upon the close of business on August20, 2000 to the shareholders of record on that date. Under certain conditions, each Right entitles the holder to purchase one ten-thousandth of

Share-Based Awards

Share-Based Awards
	12 Months Ended Dec. 31, 2009 USD / shares
Share-Based Awards	19. Share-Based Awards The Company has a share-based compensation plan which was approved by its Shareholders in April 2009 (Plan) under which the Board of Directors may grant to employees share-based awards including nonqualified stock options, stock appreciation rights (SARs), shares of restricted stock and restricted stock units (RSUs). The options and SARs granted under the Plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and generally vest ratably over a four-year period with the first 25% becoming exercisable one year after the date of grant. The options and SARs expire 10 years from the date of grant. Shares of restricted stock and RSUs that have been issued under the Plan generally vest over periods ranging from 2 to 5 years with certain of the shares and RSUs subject to accelerated vesting should the Company meet certain performance conditions. Dividends are paid on shares of restricted stock and dividend equivalents are paid on RSUs. At December31, 2009, there were 15.4million shares of common stock available for future awards under the Plan. Stock Options: The Company estimates the grant date fair value of its option awards granted using a lattice-based option valuation model. The Company believes that the lattice-based option valuation model provides a more precise estimate of fair value than the Black-Scholes option pricing model. Lattice-based option valuation models utilize ranges of assumptions over the expected term of the options. The Company uses a weighted-average of implied and historical volatility to determine the expected volatility of its stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the average period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Assumptions used in calculating the lattice-based fair value of options granted during 2009, 2008 and 2007 were as follows: 2009 2008 2007 Expected average term (in years) 7.5 5.9 5.1 Expected volatility 53%-79% 37%-44% 21%-24% Weighted average volatility 56% 39% 22% Expected dividend yield 3.3% 2.0% 1.4% Risk-free interest rate 0.3%-2.8% 1.9%-3.7% 4.7%-5.1% The following table summarizes the stock option transactions for the year ended December31, 2009 (in thousands except for per share amounts): Options Weighted- Average Price Options outstanding, beginning of period 5,552 $ 49 Options granted 3,420 $ 13 Options exercised $ Options forfeited (1,299 ) $ 36 Options outstanding, end of period 7,673 $ 35 Exercisable, end of period 3,898 $ 47 The weighted-average fair value of options granted during the years ended December31, 2009, 2008 and 2007 was $5, $10 a

Earnings Per Share

Earnings Per Share
	12 Months Ended Dec. 31, 2009 USD / shares
Earnings Per Share	20. Earnings Per Share As discussed in Note 1, the Company was required to adopt ASC Topic 260-10-55 as of January1, 2009. Under the guidance of ASC Topic 260-10-55, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and must be included in the computation of earnings per share pursuant to the two-class method as described in ASC Topic 260. The Company has a share-based compensation plan under which employees may be granted share-based awards including shares of restricted stock and restricted stock units (RSUs). Non-forfeitable dividends are paid on unvested shares of restricted stock and non-forfeitable dividend equivalents are paid on unvested RSUs. As such, shares of restricted stock and RSUs are considered participating securities under the two-class method of calculating earnings per share. The two-class method of calculating earnings per share did not have a material impact on the Companys earnings per share calculation as of December31, 2009, 2008 and 2007. The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the years ended December31 (in thousands except per share amounts): 2009 2008 2007 Numerator: Income from continuing operations used in computing basic and diluted earnings per share $ 70,641 $ 684,235 $ 933,843 Denominator: Denominator for basic earnings per share-weighted-average common shares 232,577 234,225 249,205 Effect of dilutive securities employee stock compensation plan 996 252 677 Denominator for diluted earnings per share-adjusted weighted-average shares outstanding 233,573 234,477 249,882 Earnings per common share from continuing operations: Basic $ 0.30 $ 2.92 $ 3.75 Diluted $ 0.30 $ 2.92 $ 3.74 Options to purchase 5.0million, 5.2million and 1.4million weighted-average shares of common stock outstanding during 2009, 2008 and 2007, respectively, were not included in the Companys computation of dilutive securities because the exercise price was greater than the market price and therefore the effect would have been anti-dilutive.

Business Segments and Foreign O

Business Segments and Foreign Operations
	12 Months Ended Dec. 31, 2009 USD / shares
Business Segments and Foreign Operations	21. Business Segments and Foreign Operations Business Segments: The Company operates in two business segments: Motorcycles and Financial Services. The Companys reportable segments are strategic business units that offer different products and services. They are managed separately based on the fundamental differences in their operations. The Motorcycles segment designs, manufactures and sells at wholesale primarily heavyweight (engine displacement of 651+cc) touring, custom and performance motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Financial Services segment provides wholesale and retail financing and insurance and insurance-related programs primarily to Harley-Davidson and Buell dealers and their retail customers. HDFS conducts business principally in the United States and Canada. Information by industry segment is set forth below for the years ended December31 (in thousands): 2009 2008 2007 Revenue: Motorcycles $ 4,287,130 $ 5,578,414 $ 5,726,848 Financial Services 494,779 376,970 416,196 $ 4,781,909 $ 5,955,384 $ 6,143,044 Operating income (loss): Motorcycles(1) $ 314,055 $ 976,402 $ 1,213,392 Financial Services(2) (3) (4) (117,969 ) 82,765 212,169 $ 196,086 $ 1,059,167 $ 1,425,561 (1) Motorcycles operating income for 2009 includes total restructuring and impairment charges of $221.0 million and $12.4 million in restructuring charges for 2008 (see Note 4). (2) Financial Services operating loss for 2009 includes a restructuring charge of $3.3 million (see Note 4). (3) Financial Services operating (loss) income for 2009 and 2008 includes a lower of cost or market adjustment of $5.9 million and $37.8 million, respectively (see Note 10). (4) Financial Services operating (loss) income for 2009, 2008 and 2007 includes an impairment charge of $45.4 million, $41.4 million and $9.9 million, respectively (see Note 7). Financial Services revenue includes $14.7 million, $18.0 million and $27.7 million of interest that HDMC paid to HDFS on wholesale finance receivables in 2009, 2008 and 2007, respectively. This interest was paid on behalf of HDMCs independent dealers as a way to enable dealers to manage seasonal increases in inventory. The offsetting cost of these interest incentives was recorded as a reduction to Motorcycles revenue. Information by industry segment is set forth below as of December31 (in thousands): Motorcycles Financial Services Consolidated 2009 Total assets(a) $ 3,277,925 $ 5,877,593 $ 9,155,518 Depreciation $ 238,276 $ 8,068 $ 246,344 Capital expenditures $ 111,316 $ 5,432 $ 116,748 2008 Total assets(b) $ 2,743,856 $ 5,084,769 $ 7,828,625 Depreciation $ 212,915 $ 7,840 $ 220,755 Capital expenditures $ 224,623 $ 4,336 $ 22

Related Party Transactions

Related Party Transactions
	12 Months Ended Dec. 31, 2009 USD / shares
Related Party Transactions	22. Related Party Transactions The Company has the following material related party transactions. A director of the Company is Chairman and Chief Executive Officer and an equity owner of Fred Deeley Imports Ltd. (Deeley Imports), the exclusive distributor of the Companys motorcycles in Canada. The Company recorded motorcycles and related products revenue and financial services revenue from Deeley Imports during 2009, 2008 and 2007 of $177.2 million, $258.3 million and $231.9 million, respectively, and had accounts receivables balances due from Deeley Imports of $13.9 million and $31.5 million at December31, 2009 and 2008, respectively. All such products were provided in the ordinary course of business at prices and on terms and conditions that the Company believes are the same as those that would result from arms-length negotiations between unrelated parties.

Supplemental Consolidating Data

Supplemental Consolidating Data
	12 Months Ended Dec. 31, 2009 USD / shares
Supplemental Consolidating Data	23. Supplemental Consolidating Data The supplemental consolidating data for the periods noted is presented for informational purposes. The supplemental consolidating data may be different than segment information presented elsewhere due to the allocation of intercompany eliminations to reporting segments. All supplemental data is presented in thousands. Year Ended December31, 2009 MotorcyclesRelated Products Operations Financial ServicesOperations Eliminations Consolidated Revenue: Motorcycles and related products $ 4,287,130 $ $ $ 4,287,130 Financial services 495,687 (908 ) 494,779 Total revenue 4,287,130 495,687 (908 ) 4,781,909 Costs and expenses: Motorcycles and related products cost of goods sold 2,900,934 2,900,934 Financial services interest expense 283,634 283,634 Financial services provision for credit losses 169,206 169,206 Selling, administrative and engineering expense 852,073 128,219 (908 ) 979,384 Restructuring and other impairments expense 220,976 3,302 224,278 Goodwill impairment 28,387 28,387 Total costs and expenses 3,973,983 612,748 (908 ) 4,585,823 Operating income (loss) 313,147 (117,061 ) 196,086 Investment income 4,254 4,254 Interest expense 21,680 21,680 Income (loss) before provision for income taxes 295,721 (117,061 ) 178,660 Provision for (benefit from) income taxes 140,565 (32,546 ) 108,019 Income (loss) from continuing operations 155,156 (84,515 ) 70,641 Loss from discontinued operations, net of tax (125,757 ) (125,757 ) Net income (loss) $ 29,399 $ (84,515 ) $ $ (55,116 ) Year Ended December 31, 2008 Motorcycles Related Products Operations Financial ServicesOperations Eliminations Consolidated Revenue: Motorcycles and related products $ 5,583,343 $ $ (4,929 ) $ 5,578,414 Financial services 377,542 (572 ) 376,970 Total revenue 5,583,343 377,542 (5,501 ) 5,955,384 Costs and expenses: Motorcycles and related products cost of goods sold 3,647,270 3,647,270 Financial services interest expense 136,763 136,763 Financial services provision for credit losses 39,555 39,555 Selling, administrative and engineering expense 942,839 122,816 (5,501 ) 1,060,

CONSOLIDATED VALUATION AND QUAL

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
	12 Months Ended Dec. 31, 2009 USD / shares
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS	HARLEY-DAVIDSON, INC. CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS Years ended December31, 2009, 2008 and 2007 (In thousands) 2009 2008 2007 Accounts receivable allowance for doubtful accounts Balance at beginning of period $ 6,240 $ 9,016 $ 9,435 Provision charged to expense 7,715 3,061 365 Reserve adjustments (674 ) 146 (1,028 ) Write-offs, net of recoveries (1,872 ) (5,983 ) 244 Balance at end of period $ 11,409 $ 6,240 $ 9,016 Finance receivables held for investment allowance for credit losses Balance at beginning of period $ 40,068 $ 30,295 $ 27,283 Provision charged to expense 169,206 39,555 11,252 Write-offs, net of recoveries (59,192 ) (29,782 ) (8,240 ) Balance at end of period $ 150,082 $ 40,068 $ 30,295 Inventories allowance for obsolescence(1) Balance at beginning of period $ 24,091 $ 16,307 $ 15,282 Provision charged to expense 36,476 33,033 11,695 Reserve adjustments (206 ) (286 ) 1,116 Write-offs, net of recoveries (25,616 ) (24,963 ) (11,786 ) Balance at end of period $ 34,745 $ 24,091 $ 16,307 Deferred tax assets valuation allowance Balance at beginning of period $ $ $ Allowance for operating loss carryforwards 22,170 Balance at end of period $ 22,170 $ $ (1) Inventory obsolescence reserves deducted from cost determined on first-in first-out (FIFO) basis, before deductions for last-in, first-out (LIFO) valuation reserves.

Document Information

Document Information
	12 Months Ended Dec. 31, 2009 USD / shares
Document Type	10-K
Amendment Flag	false
Document Period End Date	2009-12-31

Entity Information

Entity Information (USD $)
	12 Months Ended Dec. 31, 2009	Feb. 01, 2010	Jun. 26, 2009
Trading Symbol	HOG
Entity Registrant Name	HARLEY DAVIDSON INC
Entity Central Index Key	0000793952
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		234,304,383
Entity Public Float			$3,856,432,682