10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to    

Commission file number 1-9183

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	39-1382325
(State of organization)	(I.R.S. Employer Identification No.)
3700 West Juneau Avenue Milwaukee, Wisconsin	53208
(Address of principal executive offices)	(Zip code)

Registrants telephone number: (414) 342-4680

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

Title of each class	Name of each exchange on which registered
COMMON STOCK, $.01 PAR VALUE PER SHARE	NEW YORK STOCK EXCHANGE

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

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ¨    No  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act (check one).

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

Aggregate market value of the voting stock held by non-affiliates of the registrant at June 29, 2014: $14,907,688,941

Number of shares of the registrant’s common stock outstanding at January 30, 2015: 211,524,478 shares

Documents Incorporated by Reference

Part III of this report incorporates information by reference from registrant’s Proxy Statement for the annual meeting of its shareholders to be held on April 25, 2015.

Harley-Davidson, Inc.

Form 10-K

For The Year Ended December 31, 2014

		Page
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	20
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 8.	Consolidated Financial Statements and Supplementary Data	46
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	106
Item 9A.	Controls and Procedures	106
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	108
Item 11.	Executive Compensation	108
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	108
Item 13.	Certain Relationships and Related Transactions, and Director Independence	109
Item 14.	Principal Accountant Fees and Services	109
Part IV
Item 15.	Exhibits and Financial Statements Schedules	110
Signatures		112

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PART I

Note regarding forward-looking statements⁽¹⁾ 

The Company intends that certain matters discussed by the Company are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” “estimates,” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including under the caption “Risk Factors” in Item 1A of this report and under “Cautionary Statements” in Item 7 of this report. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this report are made as of the date indicated or, if a date is not indicated, as of the date of the filing of this report (February 19, 2015), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. 

Item 1.        Business

Harley-Davidson, Inc. was incorporated in 1981, at which time it purchased the Harley-Davidson^® motorcycle business from AMF Incorporated in a management buyout. In 1986, Harley-Davidson, Inc. became publicly held. Unless the context otherwise requires, all references to the “Company” include Harley-Davidson, Inc. and all of its subsidiaries. Harley-Davidson, Inc. is the parent company for the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). The Company operates in two reportable segments: the Motorcycles & Related Products (Motorcycles) reportable segment and the Financial Services reportable segment. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

The Motorcycles reportable segment consists of HDMC which designs, manufactures and sells at wholesale street-legal Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Company’s products are sold to retail customers through a network of independent dealers. The Company conducts business on a global basis, with sales in the following regions: North America, Europe/Middle East/Africa (EMEA), Asia-Pacific and Latin America.

The Financial Services reportable segment consists of HDFS which provides wholesale and retail financing and insurance and insurance-related programs primarily to Harley-Davidson dealers and their retail customers. HDFS conducts business principally in the United States and Canada.

See Note 19 of Notes to Consolidated Financial Statements for financial information related to the Company’s business segments. 

Motorcycles and Related Products

Motorcycles – The primary business of the Motorcycles segment is to design, manufacture and sell at wholesale street-legal Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Company’s worldwide motorcycle sales generated approximately 79%, 77% and 76% of the total net revenue in the Motorcycles segment during 2014, 2013 and 2012, respectively.

Harley-Davidson motorcycles feature classic styling, innovative design, distinctive sound, and superior quality with the ability to customize. The Company manufactures six platforms of motorcycles: Touring, Dyna^®, Softail^®, Sportster^®, V-Rod^® and Street. The first four of these motorcycle platforms are powered by air-cooled, or combination air-and liquid-cooled, twin-cylinder engines with a 45-degree "V" configuration. The V-Rod^® and Street platforms are powered by liquid-cooled, twin-cylinder engines with a 60-degree "V" configuration. The Company primarily competes in the market segment consisting of street-legal motorcycles with engine displacements of 601cc and greater. The Company's engines currently range in displacement from 494cc to 1802cc.

The street-legal motorcycle market is comprised of the following categories:

• Standard (a basic motorcycle which usually features upright seating for one or two passengers);

• Sportbike (incorporates racing technology, aerodynamic styling, low handlebars with a “sport” riding position and high performance tires);

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• Cruiser (emphasizes styling and owner customization);

• Touring (emphasizes rider comfort and load capacity and incorporates features such as saddlebags, fairings, or large luggage compartments); and

• Dual (designed with the capability for use on public roads as well as for some off-highway recreational use).

In 2014, the Company revealed Project LiveWire^TM, an electric motorcycle, and began offering demonstration rides in the U.S. which the Company plans to expand to Europe and Canada in 2015.⁽¹⁾ The Company is collecting the demonstration riders' feedback to gain insight into what customers are looking for in this type of motorcycle. The Company has made no commitment to launch Project LiveWire^TM commercially.

The Company competes in the touring and cruiser categories of the motorcycle market. The touring category of the market was pioneered by the Company and includes the Harley-Davidson Touring platform of motorcycles, including three-wheeled motorcycles, which are generally equipped with fairings, windshields, saddlebags and/or Tour Pak^® luggage carriers. The cruiser category of the market includes motorcycles featuring the distinctive styling associated with classic Harley-Davidson motorcycles and includes the Company’s Dyna^®, Softail^®, V-Rod^®, Sportster^® and Street motorcycle platforms.

Competition in the motorcycle markets in which the Company competes is based upon a number of factors, including product capabilities and features, styling, price, quality, reliability, warranty, availability of financing, and quality of dealer network. The Company believes its motorcycle products continue to generally command a premium price at retail relative to competitors’ motorcycles. The Company emphasizes remarkable styling, customization, innovation, sound, quality, and reliability in its products and generally offers a two-year warranty for its motorcycles. The Company promotes a comprehensive motorcycling experience across a wide demographic range through events, rides, and rallies including those sponsored by Harley Owners Group^® (H.O.G.^®). The Company considers the availability of a line of motorcycle parts and accessories and general merchandise and the availability of financing through HDFS offered by a global network of premium dealers as competitive advantages.

In 2014, the U.S. and European markets accounted for approximately 78% of the total annual independent dealer retail sales of new Harley-Davidson motorcycles. The Company also competes in other markets around the world. The most significant other markets for the Company, based on the Company's retail sales data, are Japan, Canada, Australia and Brazil.

Harley-Davidson has been the historical market share leader in the U.S. 601+cc motorcycle market. Competitors in the U.S. 601+cc market offer motorcycles in all categories of the market including products that compete directly with the Company's offerings in the touring and cruiser categories.

According to the Motorcycle Industry Council (MIC), the touring and cruiser categories accounted for approximately 77%, of total 2014 601+cc retail unit registrations in the U.S. while the sportbike category accounted for approximately 10% of U.S. 601+cc motorcycle registrations. During 2014, the 601+cc portion of the market represented approximately 82% of the total U.S. motorcycle market (street-legal models including both on-highway and dual purpose models and three-wheeled vehicles) in terms of new units registered.

The following chart includes U.S. retail registration data for 601+cc motorcycles for the years 2012 through 2014:

U.S. Motorcycle Registration Data^(a)(b) 

601+cc (Units in thousands)

	2014		2013		2012
Total new motorcycle registrations	313.6		305.9		299.4
Harley-Davidson new registrations	167.1		167.8		161.3
	53.3	%	54.9	%	53.9	%

(a) Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.

(b) U.S. industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update. The retail registration data for Harley-Davidson motorcycles presented in this table will differ from the Harley-Davidson retail sales data presented in Item 7 of this report. The Company’s source for retail sales data in Item 7 of this report is sales and warranty registrations provided by Harley-Davidson dealers as compiled by the Company. The retail sales data in Item 7 includes sales of Street 500 motorcycles which are excluded from the 601+cc units included in the retail registration data in this table. In addition, small differences may arise related to the timing of data submissions to the independent sources.

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The European 601+cc motorcycle market is slightly larger than the U.S. market and customer preferences differ from those of U.S. customers. For example, the sportbike category represented nearly 38% of the European 601+cc market in 2014 while the touring category represented 26% of the European 601+cc motorcycle market.

The following chart includes European retail registration data for 601+cc motorcycles for the years 2012 through 2014:

European Motorcycle Registration Data^(a)(b) 

601+cc (Units in thousands)

	2014		2013		2012
Total new motorcycle registrations	319.8		281.8		300.4
Harley-Davidson new registrations	38.5		36.1		36.2
	12.0	%	12.8	%	12.1	%

(a) Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.

(b) Europe data includes retail sales in Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data is derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third party data is subject to revision and update. The retail registration data for Harley-Davidson motorcycles presented in this table will differ from the Harley-Davidson retail sales data presented in Item 7 of this report. The Company’s source for retail sales data in Item 7 of this report is sales and warranty registrations provided by Harley-Davidson dealers as compiled by the Company. The retail sales data in Item 7 includes sales of Street 500 motorcycles which are excluded from the 601+cc units included in the retail registration data in this table. In addition, small differences may arise related to the timing of data submissions to the independent sources.

Parts & Accessories – Parts and Accessories (P&A) products are comprised of replacement parts (Genuine Motor Parts) and mechanical and cosmetic accessories (Genuine Motor Accessories). Worldwide P&A net revenue comprised 15.7%, 16.6% and 17.4% of net revenue in the Motorcycles segment in 2014, 2013 and 2012, respectively.

General Merchandise – Worldwide General Merchandise net revenue, which includes revenue from MotorClothes^® apparel and riding gear, comprised 5.1%, 5.6% and 6.1% of net revenue in the Motorcycles segment in 2014, 2013 and 2012, respectively.

Licensing – The Company creates an awareness of the Harley-Davidson brand among its customers and the non-riding public through a wide range of products for enthusiasts by licensing the name “Harley-Davidson” and other trademarks owned by the Company. The Company’s licensed products include t-shirts, eyewear, vehicle accessories, jewelry, leather goods, toys, footwear and numerous other products. The majority of licensing activity currently occurs in the U.S. Royalty revenues from licensing, included in Motorcycles segment net revenue, were $47.1 million, $58.9 million and $49.1 million in 2014, 2013 and 2012, respectively.

Harley-Davidson Museum – The Company operates the Harley-Davidson Museum (Museum) in Milwaukee, Wisconsin. The Museum is a unique destination that the Company believes builds and strengthens bonds between riders and the Company and enhances the brand among the public at large. The 130,000 square foot campus houses the Museum and archives, a restaurant, café, retail store and several special event spaces.

Other Services – The Company also provides a variety of services to its independent dealers including motorcycle service and business management training programs and customized dealer software packages. Motorcycle rentals are available through many of the Company’s independent dealers under the Company’s Authorized Rentals Program. Motorcycle rider training is available through the Company's Harley-Davidson^TM Riding Academy.

International Sales – The Company’s revenue from the sale of motorcycles and related products to independent dealers and distributors located outside of the United States was approximately $1.79 billion, $1.70 billion and $1.58 billion, or approximately 32%, 32% and 32% of net revenue of the Motorcycles segment, during 2014, 2013 and 2012, respectively.

Patents and Trademarks – The Company strategically manages its portfolio of patents, trade secrets, copyrights, trademarks and other intellectual property.

The Company and its subsidiaries own, and continue to obtain, patent rights that relate to its motorcycles and related products and processes for their production. Certain technology-related intellectual property is also protected, where appropriate, by license agreements, confidentiality agreements or other agreements with suppliers, employees and other third

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parties. The Company diligently protects its intellectual property, including patents and trade secrets, and its rights to innovative and proprietary technology and designs. This protection, including enforcement, is important as the Company moves forward with investments in new products, designs and technologies. While the Company believes patents are important to its business operations and in the aggregate constitute a valuable asset, the success of the business is not dependent on any one patent or group of patents. The Company’s active patent portfolio has an average age for patents of approximately seven and a half years. A patent review committee, which is comprised of a number of key executives, manages the patent strategy and portfolio of the Company.

Trademarks are important to the Company’s motorcycle business and licensing activities. The Company has a vigorous worldwide program of trademark registration and enforcement to maintain and strengthen the value of the trademarks and prevent the unauthorized use of those trademarks. The HARLEY-DAVIDSON trademark and the Bar and Shield trademark are each highly recognizable to the public and are very valuable assets. Additionally, the Company uses numerous other trademarks, trade names and logos which are registered worldwide. The following are among the Company’s trademarks: HARLEY-DAVIDSON, H-D, HARLEY, the Bar & Shield Logo, MOTORCLOTHES, the MotorClothes Logo, HARLEY OWNERS GROUP, H.O.G., the H.O.G. Logo, SOFTAIL, SPORTSTER and V-ROD. The HARLEY-DAVIDSON trademark has been used since 1903 and the Bar and Shield trademark since at least 1910. Substantially all of the Company’s trademarks are owned by H-D U.S.A., LLC, a subsidiary of the Company, which also manages the Company’s trademark strategy and portfolio.

Marketing – The Company is executing a multi-generational and multi-cultural, global marketing strategy. The Company measures the success of this strategy by monitoring market shares (where available) across its various customer definitions, as well as monitoring brand health in various markets.

U.S. retail purchasers of new Harley-Davidson motorcycles include both core and outreach customers and are diverse in terms of age, gender and ethnicity. The Company defines its U.S. core customer base as Caucasian men over the age of 35 and its U.S. outreach customers as women (Caucasian, age 35+), young adults (ages 18-34), African-American adults (age 35+), and Latino adults (age 35+). In 2013 (which is the most recent data available), for the sixth straight year the Company was the market share leader in U.S. new motorcycle registrations (all cc's) within the core-customer segment and in each outreach customer segment. (Source: R. L. Polk & Co. 2013 motorcycle registration data from IHS Automotive)

In 2014, the average U.S. retail purchaser of a new Harley-Davidson motorcycle had a median household income of approximately $92,800. More than three-quarters of the U.S. retail sales of new Harley-Davidson motorcycles were to purchasers with at least one year of education beyond high school, and 34% of the buyers had college/graduate degrees. (Sources: 2014 Company Studies)

Outside of the U.S., the Company's definition of core and outreach customers varies depending on the profile of its customers in each market. In general, the Company defines it core customers outside the U.S. as men over the age of 35 and its outreach customers outside the U.S. as women and young adults.

The Company’s products are marketed to retail customers worldwide primarily through advertising and promotional activities via various broadcast, print and electronic channels. Additionally, local marketing efforts are accomplished through a cooperative program with the Company’s independent dealers.

Customer experiences have traditionally been at the center of much of the Company’s marketing. To attract customers and achieve its goals, the Company participates in motorcycle rallies around the world and also in major motorcycle consumer shows, racing activities, music festivals, mixed martial arts activities and other special promotional events.

The Company promotes its Harley-Davidson products and the related lifestyle through the Harley Owners Group (H.O.G.^®), which has approximately 1 million members worldwide and the Company believes is the industry’s largest company-sponsored motorcycle enthusiast organization. H.O.G.^® also sponsors many motorcycle events, including rallies and rides for Harley-Davidson motorcycle enthusiasts throughout the world.

The Company's Harley-Davidson^TM Riding Academy offers a series of rider education experiences that provide both new and experienced riders with deeper engagement in the sport of motorcycling by teaching basic and advanced motorcycling skills and knowledge. Since its inception, the program has trained more than 400,000 riders. The courses are conducted by a network of select Harley-Davidson dealerships throughout the U.S., South Africa, China and Mexico, enabling students to experience the Harley-Davidson lifestyle, environment, people, and products as they learn.

The Company offers Harley-Davidson riders the opportunity to experience riding opportunities worldwide through its global Harley-Davidson Authorized Tours Program. Riders can also rent Harley-Davidson motorcycles worldwide from participating dealers through the Company’s Authorized Rentals Program.

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Distribution – The Company’s products are retailed through a network of independent dealers, of which the majority sell Harley-Davidson motorcycles exclusively. The Company’s independent dealerships stock and sell the Company’s motorcycles, P&A, general merchandise and licensed products, and perform service on Harley-Davidson motorcycles. The Company’s independent dealers may also have secondary retail locations (SRLs) to meet additional retail and service needs of retail customers. SRLs also provide P&A, general merchandise and licensed products and are authorized to sell and service new motorcycles. The Company’s independent dealers also sell P&A, general merchandise and licensed products through “non-traditional” retail outlets. The “non-traditional” outlets, which are extensions of the main dealership, consist of Alternate Retail Outlets (AROs) and Seasonal Retail Outlets (SROs). AROs are located primarily in high traffic locations such as malls, airports or popular vacation destinations and focus on selling the Company’s general merchandise and licensed products. SROs are located in similar high traffic areas, but operate on a seasonal basis out of temporary locations such as vendor kiosks. AROs and SROs are not authorized to sell new motorcycles.

In the United States, the Company distributes its motorcycles and related products to a network of independently-owned full-service Harley-Davidson dealerships and the Overseas Military Sales Corporation, an entity that retails the Company’s products to members of the U.S. military and government contractors. The Company distributes its motorcycles to its dealers in the U.S. based on dealer orders but subject to an allocation system that the Company designed to be forward-looking and market-driven to align the distribution of motorcycles with the demand in individual dealer markets. The allocation system can affect the number of units of particular models that dealers are able to order and the timing of shipments to dealers. In Canada, the Company sells its motorcycles and related products at wholesale to a single independent distributor, Deeley Harley-Davidson Canada/Fred Deeley Imports Ltd., which in turn sells to independent dealers in the Canadian market.

The Company facilitates its independent dealers' sale of certain Parts and Accessories, General Merchandise and licensed products in the U.S. through its online eCommerce channel. The Company's eCommerce model provides an online storefront, product merchandising, digital marketing, inventory management and order fulfillment, returns processing, and customer care. Retail internet orders are fulfilled and shipped by the Company, which acts as an agent for participating authorized Harley-Davidson dealers who sell the products to customers. Dealers handle any after sale services that the customer may require.

The Company’s operations in the EMEA region are managed out of its Oxford, United Kingdom regional headquarters. In the EMEA region, the Company distributes its motorcycles and related products to a network of independent dealers located in approximately 49 countries in the region.

The Company’s operations in the Asia-Pacific region are managed out of its Singapore regional headquarters. In the Asia-Pacific region, the Company distributes its motorcycles and related products to a network of independent dealers located in approximately 17 countries in the region.

The Company’s operations in the Latin America region are managed out of its Miami, Florida regional headquarters. In the Latin America region, the Company distributes its motorcycles and related products to a network of independent dealers located in approximately 26 countries in the region.

The following table includes the number of worldwide Harley-Davidson independent dealerships by geographic region as of December 31, 2014:

	North America Region		EMEA Region	Asia-Pacific Region	Latin America Region	Total
	United States	Canada
Full Service Dealerships and SRLs	694	69	369	273	55	1,460
Non-Traditional	96	4	11	12	29	152

In 2009, the Company announced a strategic goal to open 100 to 150 new international dealerships from the end of 2009 through the end of 2014. Through December 31, 2014, the Company added 136 new international dealers. This excludes international dealers closed in the normal course of business.

Retail Customer and Dealer Financing – The Company believes that HDFS, as well as other financial services companies, provide adequate financing to Harley-Davidson independent distributors, dealers and their retail customers. HDFS provides financing to Harley-Davidson independent dealers and the retail customers of those dealers in the U.S. and Canada. HDFS also provides financing to the Company’s Canadian distributor. The Company’s independent distributors, dealers and their retail customers in the EMEA, Asia-Pacific and Latin America regions are not directly financed by HDFS, but have access to financing through other established financial services companies, some of which have licensing or branding agreements with the Company.

Seasonality – The timing of retail sales made by the Company’s independent dealers tracks closely with regional riding seasons.

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The Company implemented surge manufacturing capabilities at its York, Pennsylvania facility in the first half of 2013 and at its Kansas City, Missouri facility in the first half of 2014. Surge manufacturing capabilities provide the Company the flexibility to increase production of motorcycles ahead of and during the peak selling season in the North America region. As a result of this flexible manufacturing capability, the Company's motorcycle production and wholesale shipments now correlate more closely to the retail selling season in the North America region. Prior to 2013, the Company historically produced and shipped motorcycles at wholesale to its North America region dealers at approximately the same level throughout the year. Consequently, the Company’s independent dealers in the North America region typically built their inventory levels in the late fall and winter in anticipation of the spring and summer retail selling season.

In markets outside of the North America region, the Company typically distributes motorcycles through regional warehouses. Consequently, independent dealers and distributors in markets outside of the North America region typically do not build significant inventory levels in the non-riding season, and as a result, the Company’s wholesale shipments to these markets are generally lower in the non-riding season than in the riding season.

Motorcycle Manufacturing – The Company’s manufacturing strategy is based on the disciplined execution of the Company's Continuous Improvement System (CIS). The focus of CIS is to align people, process and technology to drive world-class manufacturing capability across its global facilities. The Company believes CIS provides the framework to drive the highest levels of safety and quality, increase efficiency and reduce costs, and more effectively respond to changing customer demands and expectations.⁽¹⁾ 

Critical aspects of this manufacturing strategy include flexible manufacturing processes and supply chains, coupled with cost-competitive and flexible labor agreements, which the Company believes will help ensure it is well positioned to meet customer demand in a timely and cost-effective manner.⁽¹⁾ The Company implemented surge manufacturing capabilities at its York, Pennsylvania facility in the first half of 2013 and at its Kansas City, Missouri facility in the first half of 2014. This provides the Company the flexibility to increase the production of motorcycles ahead of and during the peak retail selling season allowing the Company to more closely correlate the timing of production and wholesale shipments to the retail selling season.

The Company operates a CKD (Complete Knock Down) assembly facility in Brazil, which assembles motorcycles sold in Brazil from component kits sourced from the Company’s U.S. plants and its suppliers. The Company also operates a manufacturing facility in India, which includes both CKD assembly of certain motorcycles for sale in India, and, beginning in 2014, production of the Company’s Street motorcycles for distribution to markets outside of North America. Like its U.S. manufacturing facilities, the Company’s Brazil and India operations are focused on driving world-class performance through the execution of CIS, with flexible production processes to meet customer demands at reduced lead times.

Raw Materials and Purchased Components – The Company continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers. Through these collaborative relationships, the Company gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives. This strategy has generated improved product quality, technical integrity, application of new features and innovations and faster manufacturing ramp-up of new vehicle introductions. Through a continued focus on collaboration and strong supplier relationships, the Company believes it will be positioned to achieve strategic objectives and deliver cost and quality improvement over the long-term⁽¹⁾.

The Company's principal raw materials that are purchased include steel and aluminum castings, forgings, steel sheets and bars. The Company also purchases certain motorcycle components, including, but not limited to, electronic fuel injection systems, batteries, certain wheels, tires, seats, electrical components and instruments. The Company closely monitors the overall viability of its supply base. At this time, the Company does not anticipate difficulties in obtaining raw materials or components⁽¹⁾.

The Company operates a manufacturing facility in Australia for the purpose of producing certain complex, high-finish wheels.

Research and Development – The objective of the Company's product development strategy is to ensure that the Company delivers relevant products for an increasingly diverse customer base while reducing cost and time to market. The strategy is supported by a product development methodology and organizational structure that support innovation, flexibility, capacity and a focus on consumer insights. The Company incurred research and development expenses of $138.3 million, $152.2 million and $137.3 million during 2014, 2013 and 2012, respectively.

Regulation – International, federal, state and local authorities have various environmental control requirements relating to air, water and noise that affect the business and operations of the Company. The Company strives to ensure that its facilities and products comply with all applicable environmental regulations and standards.

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The Company’s motorcycles that are sold in the United States are subject to certification by the U.S. Environmental Protection Agency (EPA) and the California Air Resources Board (CARB) for compliance with applicable emissions and noise standards. Harley-Davidson motorcycle products are designed to comply with EPA and CARB standards and the Company believes it will comply with future requirements when they go into effect⁽¹⁾. Additionally, the Company’s motorcycle products must comply with the motorcycle emissions, noise and safety standards of Canada, the European Union, Japan, Brazil and certain other foreign markets where they are sold, and the Company believes its products currently comply with those standards. Because the Company expects that environmental standards will become more stringent over time, the Company will continue to incur research, development and production costs in this area for the foreseeable future⁽¹⁾.

The Company, as a manufacturer of motorcycle products, is subject to the U.S. National Traffic and Motor Vehicle Safety Act, which is administered by the U.S. National Highway Traffic Safety Administration (NHTSA). The Company has certified to NHTSA that its motorcycle products comply fully with all applicable federal motor vehicle safety standards and related regulations. The Company has from time to time initiated certain voluntary recalls. During the last three years, the Company has initiated 24 voluntary recalls related to Harley-Davidson motorcycles at a total cost of $30.0 million. The Company reserves for all estimated costs associated with recalls in the period that the recalls are announced.

Employees – As of December 31, 2014, the Motorcycles segment had approximately 5,900 employees.

Approximately 2,600 unionized employees at the manufacturing facilities are represented as follows:

• York, Pennsylvania - represented by International Association of Machinist and Aerospace Workers (IAM) and the collective bargaining agreement will expire on February 2, 2017

• Kansas City, Missouri - represented by United Steelworkers of America (USW) and IAM and the respective collective bargaining agreements will expire on July 31, 2018

• Menomonee Falls, Wisconsin - represented by USW and IAM and the respective collective bargaining agreements will expire on March 31, 2019

• Tomahawk, Wisconsin - represented by USW and the collective bargaining agreement will expire on March 31, 2019

Please refer to the Note 3 of Item 8, “Consolidated Financial Statements and Supplementary Data” for further discussion of the Company’s restructuring activities.

Internet Access – The Company’s internet website address is www.harley-davidson.com. The Company makes available free of charge (other than an investor’s own internet access charges) through its internet website the Company’s Annual Report on Form 10-K , quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the United States Securities and Exchange Commission (SEC). In addition, the Company makes available, through its website, the following corporate governance materials: (a) the Company’s Corporate Governance Policy; (b) Committee Charters approved by the Company’s Board of Directors for the Audit Committee, Human Resources Committee, Nominating and Corporate Governance Committee and Sustainability Committee; (c) the Company’s Financial Code of Ethics; (d) the Company’s Code of Business Conduct (the Code of Conduct) in nine languages including English; (e) the Conflict of Interest Process for Directors, Executive Officers and Other Employees (the Conflict Process); (f) a list of the Company’s Board of Directors; (g) the Company’s By-laws; (h) the Company’s Environmental Policy; (i) the Company’s Policy for Managing Disclosure of Material Information; (j) the Company’s Supplier Code of Conduct; (k) the Sustainability Strategy Report; (l) the list of compensation survey participants used as market reference points for various components of compensation as reported in the Company’s Notice of Annual Meeting and Proxy Statement filed with the SEC on March 17, 2014, which compensation relates to the Company’s named executive officers; (m) the California Transparency in Supply Chain Act Disclosure; (n) Statement on Conflict Minerals; (o) Political Engagement and Contributions 2012-2014; and (p) the Company's Clawback Policy. This information is also available from the Company upon request. The Company satisfies the disclosure requirements under the Code of Conduct, the Conflict Process and applicable New York Stock Exchange listing requirements regarding waivers of the Code of Conduct or the Conflict Process by disclosing the information in the Company’s proxy statement for its annual meeting of shareholders or on the Company’s website. The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

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Financial Services

HDFS is engaged in the business of financing and servicing wholesale inventory receivables and retail consumer loans, primarily for the purchase of Harley-Davidson motorcycles. HDFS is an agent for certain unaffiliated insurance companies providing motorcycle insurance and protection products to motorcycle owners. HDFS conducts business principally in the United States and Canada, and primarily through certain subsidiaries such as Harley-Davidson Credit Corp., Eaglemark Savings Bank (ESB), Harley-Davidson Insurance Services, Inc., and Harley-Davidson Financial Services Canada, Inc. The Company’s independent distributors, dealers and their retail customers in the EMEA, Asia-Pacific and Latin America regions are not financed by HDFS, but have access to financing through other third-party financial institutions, some of which have licensing or branding agreements with the Company or HDFS.

Wholesale Financial Services – HDFS provides wholesale financial services to Harley-Davidson dealers and distributors, including floorplan and open account financing of motorcycles and motorcycle parts and accessories. HDFS offers wholesale financial services to Harley-Davidson dealers in the United States and Canada, and during 2014, 100% of such dealers utilized those services at some point during the year. HDFS also offers financial services to the Harley-Davidson distributor in Canada. The wholesale finance operations of HDFS are located in Plano, Texas.

Retail Financial Services – HDFS provides retail financing to consumers, consisting primarily of installment lending for the purchase of new and used Harley-Davidson motorcycles. HDFS’ retail financial services are available through most Harley-Davidson dealers in the United States and Canada. HDFS’ retail finance operations are principally located in Carson City, Nevada and Plano, Texas.

Insurance Services – HDFS operates as an agent for certain unaffiliated insurance companies offering point-of-sale protection products through most Harley-Davidson dealers in both the U.S. and Canada, including motorcycle insurance, extended service contracts, credit protection and motorcycle maintenance protection. HDFS also direct-markets motorcycle insurance and extended service contracts to owners of Harley-Davidson motorcycles. In addition, HDFS markets a comprehensive package of business insurance coverages and services to owners of Harley-Davidson dealerships. The HDFS insurance operations are located in Carson City, Nevada and Chicago, Illinois.

Licensing - HDFS has licensing arrangements with third-party financial institutions that issue credit cards bearing the Harley-Davidson brand. Internationally, HDFS licenses the Harley-Davidson brand to local third-party financial institutions that offer products to the Company’s retail customers such as financing and insurance.

Funding – The Company believes a diversified and cost effective funding strategy is important to meet HDFS’ goal of providing credit while delivering appropriate returns and profitability. Financial Services operations have been funded with unsecured debt, unsecured commercial paper, asset-backed commercial paper conduit facilities, committed unsecured bank facilities, term asset-backed securitizations and intercompany borrowings.

Competition – The Company regards its ability to offer a package of wholesale and retail financial services in the U.S. and Canada as a significant competitive advantage. Competitors in the financial services industry compete for business based largely on price and, to a lesser extent, service. HDFS competes on convenience, service, brand association, dealer relations, industry experience, terms and price.

In the United States, HDFS financed 56.8% of the new Harley-Davidson motorcycles retailed by independent dealers during 2014, compared to 54.5% in 2013. In Canada, HDFS financed 34.0% of the new Harley-Davidson motorcycles retailed by independent dealers during 2014, compared to 31.8% in 2013. Competitors for retail motorcycle finance business are primarily banks, credit unions and other financial institutions. In the motorcycle insurance business, competition primarily comes from national insurance companies and from insurance agencies serving local or regional markets. For insurance-related products such as extended service contracts, HDFS faces competition from certain regional and national industry participants as well as dealer in-house programs. Competition for the wholesale motorcycle finance business primarily consists of banks and other financial institutions providing wholesale financing to Harley-Davidson dealers in their local markets.

Trademarks – HDFS uses various trademarks and trade names for its financial services and products which are licensed from H-D U.S.A., LLC, including HARLEY-DAVIDSON, H-D and the Bar & Shield logo.

Seasonality – In the U.S. and Canada, motorcycles are primarily used during warmer months. Accordingly, HDFS experiences seasonal variations in retail financing activities based on the timing of regional riding seasons. In general, from mid-March through August, retail financing volume is greatest. HDFS wholesale financing volume is affected by inventory levels at Harley-Davidson dealers and distributors. As discussed under "Motorcycle and Related Products - Seasonality", the Company implemented flexible production capabilities in 2013 and 2014 which has reduced the seasonality of dealer inventory levels for new motorcycles. Although to a lesser extent than in years prior to the implementation of flexible production, dealers

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generally have higher inventory levels of new and used motorcycles in the late fall and winter than during the spring and summer riding season. As a result, wholesale financing volume is higher during fall and winter as compared to the rest of the year.

Regulation – The operations of HDFS (both U.S. and foreign) are subject, in certain instances, to supervision and regulation by state and federal administrative agencies and various foreign governmental authorities. Many of the statutory and regulatory requirements imposed by such entities are in place to provide consumer protection as it pertains to the selling and ongoing servicing of financial products and services. Therefore, operations may be subject to various regulations, laws and judicial and/or administrative decisions imposing requirements and restrictions, which among other things: (a) regulate credit granting activities, including establishing licensing requirements, in applicable jurisdictions; (b) establish maximum interest rates, finance charges and other charges; (c) regulate customers’ insurance coverage; (d) require disclosure of credit and insurance terms to customers; (e) govern secured transactions; (f) set collection, foreclosure, repossession and claims handling procedures and other trade practices; (g) prohibit discrimination in the extension of credit and administration of loans; (h) regulate the use and reporting of information related to a borrower; (i) require certain periodic reporting; (j) govern the use and protection of non-public personal information; (k) regulate the use of information reported to the credit reporting agencies; (l) regulate the reporting of information to the credit reporting agencies; and/or (m) regulate insurance solicitation and sales practices.

Depending on the provisions of the applicable laws and regulations, the interpretation of laws and regulations and the specific facts and circumstances involved, violations of or non-compliance with these laws may limit the ability of HDFS to collect all or part of the principal or interest on applicable loans. In addition, these violations or non-compliance may entitle the borrower to rescind the loan or to obtain a refund of amounts previously paid, could subject HDFS to the payment of damages or penalties and administrative sanctions, including “cease and desist” orders, and could limit the number of loans eligible for HDFS securitization programs.

Such regulatory requirements and associated supervision could limit the discretion of HDFS in operating its business. Noncompliance with applicable statutes or regulations could result in the suspension or revocation of any charter, license or registration at issue, as well as the imposition of civil fines, criminal penalties and administrative sanctions. The Company cannot assure that the applicable laws or regulations will not be amended or construed in ways that are adverse to HDFS, that new laws or regulations will not be adopted in the future, or that laws or regulations will not attempt to limit the interest rates charged by HDFS, any of which may adversely affect the business of HDFS or its results of operations.

A subsidiary of HDFS, Eaglemark Savings Bank (ESB), is a Nevada state thrift chartered as an Industrial Loan Company (ILC). As such, the activities of this subsidiary are governed by federal laws and regulations as well as State of Nevada banking laws, and are subject to examination by the Federal Deposit Insurance Corporation (FDIC) and Nevada state bank examiners. The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was passed into law in 2010, granted the federal Consumer Financial Protection Bureau (CFPB) significant supervisory, enforcement, and rule-making authority in the area of consumer financial products and services. While direct supervision of ESB will remain with the FDIC and the State of Nevada, certain CFPB regulations, when finalized, will directly impact HDFS and its operations. The CFPB staff recently proposed a rule that will expand the scope of its supervisory authority to include non-bank larger participants in the vehicle financing market. This proposed rule was published by the CFPB on October 8, 2014, and if this rule is finalized as proposed, the larger participant threshold set by the CFPB would include Harley-Davidson Credit Corp. or other Harley-Davidson entities, which would result in CFBP supervision and periodic examinations of those entities.

ESB originates retail loans and sells the loans to a non-banking subsidiary of HDFS. This process allows HDFS to offer retail products with many common characteristics across the United States and to similarly service loans to U.S. retail customers.

Employees – As of December 31, 2014, the Financial Services segment had approximately 600 employees.

Item 1A.    Risk Factors

An investment in Harley-Davidson, Inc. involves risks, including those discussed below. These risk factors should be considered carefully before deciding whether to invest in the Company.

• The Company may not be able to successfully execute its long-term business strategy. There is no assurance that the Company will be able to drive growth to the extent desired through its focus of efforts and resources on its long-term business strategy and the Harley-Davidson brand or to enhance productivity and profitability to the extent desired through pricing and continuous improvement.

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• Changes in general economic conditions, tightening of credit, political events or other factors may adversely impact dealers’ retail sales. The motorcycle industry is impacted by general economic conditions over which motorcycle manufacturers have little control. These factors can weaken the retail environment and lead to weaker demand for discretionary purchases such as motorcycles. Tightening of credit can limit the availability of funds from financial institutions and other lenders and sources of capital which could adversely affect the ability of retail consumers to obtain loans for the purchase of motorcycles from lenders, including HDFS. Should general economic conditions or motorcycle industry demand decline, the Company’s results of operations and financial condition may be substantially adversely affected. The motorcycle industry can also be affected by political conditions and other factors over which motorcycle manufacturers have little control.

• The Company is exposed to market risk from changes in foreign exchange rates, commodity prices and interest rates. The Company sells its products internationally and in most markets those sales are made in the foreign country’s local currency. Shifting foreign exchange rates can adversely affect the Company's revenue and margin, and cause volatility in results of operations. The Company is also subject to risks associated with changes in prices of commodities. Earnings from the Company’s financial services business are affected by changes in interest rates. Although the Company uses derivative financial instruments to some extent to attempt to manage a portion of its exposure to foreign currency exchange rates and commodity prices, the Company does not attempt to manage its entire expected exposure, and these instruments generally do not extend beyond one year and may expose the Company to credit risk in the event of counterparty default to the derivative financial instruments. There can be no assurance that in the future the Company will successfully manage these risks.

• The Company sells its products at wholesale and must rely on a network of independent dealers and distributors to manage the retail distribution of its products. The Company depends on the capability of its independent dealers and distributors to develop and implement effective retail sales plans to create demand among retail purchasers for the motorcycles and related products and services that the dealers and distributors purchase from the Company. If the Company’s independent dealers and distributors are not successful in these endeavors, then the Company will be unable to maintain or grow its revenues and meet its financial expectations. Further, independent dealers and distributors may experience difficulty in funding their day-to-day cash flow needs and paying their obligations resulting from adverse business conditions such as weakened retail sales and tightened credit. If dealers are unsuccessful, they may exit or be forced to exit the business or, in some cases, the Company may seek to terminate relationships with certain dealerships. As a result, the Company could face additional adverse consequences related to the termination of dealer relationships. Additionally, liquidating a former dealer’s inventory of new and used motorcycles can add downward pressure on new and used motorcycle prices. Further, the unplanned loss of any of the Company’s independent dealers may lead to inadequate market coverage for retail sales of new motorcycles and for servicing previously sold motorcycles, create negative impressions of the Company with its retail customers, and adversely impact the Company’s ability to collect wholesale receivables that are associated with that dealer.

• A cybersecurity breach involving digital consumer or employee personal data may adversely affect the Company’s reputation, revenue and earnings. The Company and certain of its third-party vendors receive and store digital personal information in connection with its human resources operations, financial services operations, e-commerce, the Harley Owners Group and other aspects of its business. Any system failure, accident or security breach could result in disruptions to the Company's operations. To the extent that any disruptions or security breach results in a loss or damage to the Company's data, or in inappropriate disclosure of confidential information, it could cause significant damage to the Company's reputation, affect its relationships with customers, lead to claims against the Company and ultimately harm the Company's business. In addition, the Company may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

• Expanding international sales and operations subjects the Company to risks that may have a material adverse effect on its business. Expanding international sales and operations is a part of the Company’s long-term business strategy. To support that strategy, the Company must increase its presence outside the U.S., including additional employees and investment in business infrastructure and operations. International operations and sales are subject to various risks, including political and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, governmental expropriation and differences in business practices. The Company may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international operations and sales that could cause loss of revenues and earnings. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on the Company’s net sales, financial condition, profitability or cash flows.

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• Retail sales of the Company's independent dealers may be impacted by weather. The Company has observed that abnormally cold and/or wet conditions in a region could have the effect of reducing demand or changing the timing for purchases of new Harley-Davidson motorcycles. Reduced demand for new Harley-Davidson motorcycles ultimately leads to reduced shipments by the Company.

• The Company must comply with governmental laws and regulations that are subject to change and involve significant costs. The Company’s sales and operations in areas outside the U.S. may be subject to foreign laws, regulations and the legal systems of foreign courts or tribunals. These laws and policies governing operations of foreign-based companies may result in increased costs or restrictions on the ability of the Company to sell its products in certain countries. The Company’s international sales operations may also be adversely affected by U.S. laws affecting foreign trade and taxation.

The Company’s domestic sales and operations are subject to governmental policies and regulatory actions of agencies of the United States Government, including the Environmental Protection Agency (EPA), SEC, National Highway Traffic Safety Administration, Department of Labor and Federal Trade Commission. In addition, the Company’s sales and operations are also subject to laws and actions of state legislatures and other local regulators, including dealer statutes and licensing laws. Changes in regulations or the imposition of additional regulations may have a material adverse effect on the Company’s business and results of operations.

Tax - The Company is subject to income and non-income based taxes in the U.S. and in various foreign jurisdictions. Significant judgment is required in determining the Company's worldwide income tax liabilities and other tax liabilities. The Company believes that it complies with applicable tax law. If the governing tax authorities have a different interpretation of the applicable law or if there is a change in tax law, the Company's financial condition and/or results of operations may be adversely affected.

Environmental - The Company’s motorcycle products use internal combustion engines. These motorcycle products are subject to statutory and regulatory requirements governing emissions and noise, including standards imposed by the EPA, state regulatory agencies, such as California Air Resources Board, and regulatory agencies in certain foreign countries where the Company’s motorcycle products are sold. The Company is also subject to statutory and regulatory requirements governing emissions and noise in the conduct of the Company’s manufacturing operations. Any significant change to the regulatory requirements governing emissions and noise may substantially increase the cost of manufacturing the Company’s products. If the Company fails to meet existing or new requirements, then the Company may be unable to sell certain products or may be subject to fines or penalties. Further, in response to concerns about global climate changes and related changes in consumer preferences, the Company may face greater regulatory or customer pressure to develop products that generate less emissions. This may require the Company to spend additional funds on research, product development, and implementation costs and subject the Company to the risk that the Company’s competitors may respond to these pressures in a manner that gives them a competitive advantage.

Financial Services - The Company’s financial services operations are governed by various foreign, federal and state laws that more specifically affect general financial and lending institutions. The financial services operations originate the majority of its consumer loans through its subsidiary, Eaglemark Savings Bank, a Nevada state thrift chartered as an industrial loan company. Congress has previously considered and may in the future impose additional regulation and supervision over the financial services industry.

Depending on the provisions of the applicable laws and regulations, the interpretation of laws and regulations and the specific facts and circumstances involved, violations of or non-compliance with these laws may limit the ability of HDFS to collect all or part of the principal or interest on applicable loans, may entitle the borrower to rescind the loan or obtain a refund of amounts previously paid, could subject HDFS to payment of damages or penalties and administrative sanctions, including "cease and desist" orders, and could limit the number of loans eligible for HDFS securitizations programs. Such regulatory requirements and associated supervision could limit the discretion of HDFS in operating its business. Noncompliance with applicable statutes or regulations could result in the suspension or revocation of any charter, license or registration at issue, as well as the imposition of civil fines, criminal penalties and administrative sanctions. The Company cannot assure that the applicable laws or regulations will not be amended or construed in ways that are adverse to HDFS, that new laws and regulations will not be adopted in the future, or that laws and regulations will not attempt to limit the interest rates charged by HDFS, any of which may adversely affect the business of HDFS or its results of operations.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) was passed into law. The Dodd-Frank Act is a sweeping piece of legislation, and the financial services industry is still assessing the impacts. Congress detailed some significant changes, but the Dodd-Frank Act leaves many details to be determined by

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regulation and further study. The full impact will not be fully known for years, as regulations that are intended to implement the Dodd-Frank Act are adopted by the appropriate agencies, and the text of the Dodd-Frank Act is analyzed by impacted stakeholders and possibly the courts. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (CFPB), housed in the Federal Reserve. The CFPB has been granted significant enforcement and rule-making authority in the area of consumer financial products and services. The direction that the CFPB will take, the regulations it will adopt, and its interpretation of existing laws and regulations are all elements that are not yet known. Compliance with the law may be costly and could affect operating results as the implementation of new forms, processes, procedures and controls and infrastructure may be required to comply with the regulations. Compliance may create operational constraints and place limits on pricing. Failure to comply with these regulations, changes in these or other regulations, or the imposition of additional regulations, could affect HDFS’ earnings, limit its access to capital, limit the number of loans eligible for HDFS securitization programs and have a material adverse effect on HDFS’ business and results of operations. The CFPB staff recently proposed a rule that would expand the scope of its supervisory authority to include non-bank larger participants in the vehicle financing market. The CFPB published this proposed rule on October 8, 2014, and if this rule is finalized as proposed, the larger participant threshold set by the CFPB would include Harley-Davidson Credit Corp. and other Harley-Davidson entities, which would result in CFBP supervision and periodic examinations of those entities.

U.S. Public Company - The Company is also subject to policies and actions of the SEC and New York Stock Exchange (NYSE). Many major competitors of the Company are not subject to the requirements of the SEC or the NYSE rules. As a result, the Company may be required to disclose certain information that may put the Company at a competitive disadvantage to its principal competitors.

• The Company relies on third party suppliers to obtain raw materials and provide component parts for use in the manufacture of its motorcycles. The Company may experience supply problems relating to raw materials and components such as unfavorable pricing, poor quality, or untimely delivery. In certain circumstances, the Company relies on a single supplier to provide the entire requirement of a specific part, and a change in this established supply relationship may cause disruption in the Company’s production schedule. In addition, the price and availability of raw materials and component parts from suppliers can be adversely affected by factors outside of the Company’s control such as the supply of a necessary raw material or natural disasters. Further, Company suppliers may experience difficulty in funding their day-to-day cash flow needs because of tightening credit caused by financial market disruption. In addition, adverse economic conditions and related pressure on select suppliers due to difficulties in the global manufacturing arena could adversely affect their ability to supply the Company. These supplier risks may have a material adverse effect on the Company’s business and results of operations.

• The Company must prevent and detect issues with its products, components purchased from suppliers, and its and its suppliers’ manufacturing processes to reduce the risk of recall campaigns, increased warranty costs or litigation, increased product liability claims or litigation, delays in new model launches, and inquiries or investigations by regulatory agencies. The Company must also complete any recall campaigns within cost expectations. The Company must continually improve and adhere to product development and manufacturing processes, and ensure that its suppliers and their sub-tier suppliers adhere to product development and manufacturing processes, to ensure high quality products are sold to retail customers. If product designs or manufacturing processes are defective, the Company could experience delays in new model launches, product recalls, inquiries or investigations from regulatory agencies, warranty claims, and product liability claims, which may involve purported class actions. While the Company uses reasonable methods to estimate the cost of warranty, recall and product liability costs and appropriately reflects those in its financial statements, there is a risk the actual costs could exceed estimates. Further, selling products with poor quality and the announcement of recalls may also adversely affect the Company’s reputation and brand strength.

• The Company relies on third parties to perform certain operating and administrative functions for the Company. Similar to suppliers of raw materials and components, the Company may experience problems with outsourced services, such as unfavorable pricing, untimely delivery of services, or poor quality. Also, these suppliers may experience adverse economic conditions due to difficulties in the global economy that could lead to difficulties supporting the Company's operations. In light of the amount and types of functions that the Company has outsourced, these service provider risks may have a material adverse effect on the Company's business and results of operations.

• The Company manufactures products that create exposure to product liability claims and litigation. To the extent plaintiffs are successful in showing that personal injury or property damage result from defects in the design or manufacture of the Company’s products, the Company may be subject to claims for damages that are not covered by insurance. The costs associated with defending product liability claims, including frivolous lawsuits, and payment of

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damages could be substantial. The Company’s reputation may also be adversely affected by such claims, whether or not successful.

• The Company is and may in the future become subject to legal proceedings and commercial or contractual disputes. The uncertainty associated with substantial unresolved claims and lawsuits may harm the Company’s business, financial condition, reputation and brand. The defense of the lawsuits may result in the expenditures of significant financial resources and the diversion of management’s time and attention away from business operations. In addition, although the Company is unable to determine the amount, if any, that it may be required to pay in connection with the resolution of the lawsuits by settlement or otherwise, any such payment may have a material adverse effect on the Company’s business and results of operations. Refer to the Company’s disclosures concerning legal proceedings in the periodic reports that the Company files with the Securities and Exchange Commission (SEC) for additional detail regarding lawsuits and other claims against the Company.

• The Company’s marketing strategy of appealing to and growing sales to multi-generational and multi-cultural customers worldwide may not continue to be successful. The Company has been successful in marketing its products in large part by promoting the experience of Harley-Davidson motorcycling. To sustain and grow the business over the long-term, the Company must continue to be successful selling products and promoting the experience of motorcycling to both core customers and outreach customers such as women, young adults and ethnically diverse adults. The Company must also execute its multi-generational and multi-cultural strategy without adversely impacting the strength of the brand with core customers.

• The Company’s success depends upon the continued strength of the Harley-Davidson brand. The Company believes that the Harley-Davidson brand has significantly contributed to the success of its business and that maintaining and enhancing the brand is critical to expanding its customer base. Failure to protect the brand from infringers or to grow the value of the Harley-Davidson brand may have a material adverse effect on the Company’s business and results of operations.

• The Company must invest in and successfully implement new information systems and technology. The Company is continually modifying and enhancing its systems and technology to increase productivity and efficiency. The Company has several large, strategic information system projects in process. As new systems and technologies (and related strategies) are implemented, the Company could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to its manufacturing and other business processes. When implemented, the systems and technology may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on the Company’s business and results of operations.

• The Company must maintain stakeholder confidence in its operating ethics and corporate governance practices. The Company believes it has a history of good corporate governance. Prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company had in place many of the corporate governance procedures and processes now mandated by the Sarbanes-Oxley Act and related rules and regulations, such as Board Committee Charters and a Corporate Governance Policy. In 1992, the Company established a Code of Business Conduct that defines how employees interact with various Company stakeholders and addresses issues such as confidentiality, conflict of interest and fair dealing. Failure to maintain its reputation for good corporate governance may have a material adverse effect on the Company’s business and results of operations.

• The Company’s ability to remain competitive is dependent upon its capability to develop and successfully introduce new, innovative and compliant products. The motorcycle market continues to change in terms of styling preferences and advances in new technology and, at the same time, be subject to increasing regulations related to safety and emissions. The Company must continue to distinguish its products from its competitors’ products with unique styling and new technologies. As the Company incorporates new and different features and technology into its products, the Company must protect its intellectual property from imitators and ensure its products do not infringe the intellectual property of other companies. In addition, these new products must comply with applicable regulations worldwide and satisfy the potential demand for products that produce lower emissions and achieve better fuel economy. The Company must make product advancements while maintaining the classic look, sound and feel associated with Harley-Davidson products. The Company must also be able to design and manufacture these products and deliver them to a global marketplace in an efficient and timely manner. There can be no assurances that the Company will be successful in these endeavors or that existing and prospective customers will like or want the Company’s new products.

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• The Company may not be able to successfully execute its manufacturing strategy. The Company’s manufacturing strategy is designed to continuously improve product quality and increase productivity, while reducing costs and increasing flexibility to respond to ongoing changes in the marketplace. The Company believes flexible manufacturing, including flexible supply chains and flexible labor agreements, is the key element to enable improvements in the Company’s ability to respond to customers in a cost effective manner. To execute this strategy, the Company must be successful in its continuous improvement efforts which are dependent on the involvement of management, production employees and suppliers. Any inability to achieve these objectives could adversely impact the profitability of the Company’s products and its ability to deliver the right product at the right time to the customer.

• The Company and its independent dealers must successfully accommodate a seasonal retail motorcycle sales pattern. The Company records the wholesale sale of a motorcycle when it is shipped to the Company’s independent dealers and distributors. Prior to 2013, the Company historically produced and shipped motorcycles at wholesale to its North America region dealers at approximately the same level throughout the year. The Company implemented flexible production at its York, Pennsylvania facility in the first half of 2013 and began flexible production at its Kansas City, Missouri facility in the first half of 2014. As a result of this capability, the Company's motorcycle production and wholesale shipments now correlate more closely to the retail selling season in the North America region. Any difficulties in executing flexible production could result in lost production or sales. The Company and its independent dealers and distributors must be able to successfully manage changes in production rates, inventory levels and other business processes associated with flexible production. Failure by the Company and its independent dealers to make such adjustments may have a material adverse effect on the Company’s business and results of operations.

• Retail sales of the Company’s independent dealers may be adversely impacted by declining prices for used motorcycles and excess supplies of new motorcycles. The Company has observed that when prices for used Harley-Davidson motorcycles have declined, it can have the effect of reducing demand among retail purchasers for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Further, introduction of new motorcycle models with significantly different functionality, technology or other customer satisfiers can result in lower customer demand for used motorcycles, resulting in declining prices for those used motorcycles, and prior model-year new motorcycles. Also, while the Company has taken steps designed to balance production volumes for its new motorcycles with demand, those steps may not be effective, or the Company’s competitors could choose to supply new motorcycles to the market in excess of demand at reduced prices which could also have the effect of reducing demand for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Ultimately, reduced demand among retail purchasers for new Harley-Davidson motorcycles leads to reduced shipments by the Company.

• The Company’s Motorcycles segment is dependent upon unionized labor. Substantially all of the hourly production employees working in the Motorcycles segment are represented by unions and covered by collective bargaining agreements. Harley-Davidson Motor Company is currently a party to five collective bargaining agreements with local affiliates of the International Association of Machinists and Aerospace Workers and the United Steelworkers of America. Current collective bargaining agreements with hourly employees in Pennsylvania, Missouri and Wisconsin will expire in 2017, 2018 and 2019, respectively. Collective bargaining agreements generally cover wages, healthcare benefits and retirement plans, seniority, job classes and work rules. There is no certainty that the Company will be successful in negotiating new agreements with these unions that extend beyond the current expiration dates or that these new agreements will be on terms that will allow the Company to be competitive. Failure to renew these agreements when they expire or to establish new collective bargaining agreements on terms acceptable to the Company and the unions could result in the relocation of production facilities, work stoppages or other labor disruptions which may have a material adverse effect on customer relationships and the Company’s business and results of operations.

• The Company incurs substantial costs with respect to employee pension and healthcare benefits. The Company’s cash funding requirements and its estimates of liabilities and expenses for pensions and healthcare benefits for both active and retired employees are based on several factors that are outside the Company’s control. These factors include funding requirements of the Pension Protection Act of 2006, the rate used to discount the future estimated liability, the rate of return on plan assets, current and projected healthcare costs, healthcare reform or legislation, retirement age and mortality. Changes in these factors can impact the expense, liabilities and cash requirements associated with these benefits which could have a material adverse effect on future results of operations, liquidity or shareholders’ equity. In addition, costs associated with these benefits put the Company under significant cost pressure as compared to its competitors that may not bear the costs of similar benefit plans. Furthermore, costs associated with complying with the Patient Protection and Affordable Care Act may produce additional cost pressure on the Company and its health care plans.

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• The ability of the Company to expand international sales may be impacted by existing or new laws and regulations that impose motorcycle licensing restrictions and limit access to roads and highways. Expanding international sales is a part of the Company’s long-term business strategy. A number of countries have tiered motorcycle licensing requirements that limit the ability of new and younger riders to obtain licenses to operate the Company’s motorcycles, and many countries are considering the implementation of such requirements. These requirements only allow new and/or younger riders to operate smaller motorcycles for certain periods of time. Riders typically are only permitted to obtain a license to ride larger motorcycles upon reaching certain ages and/or having been licensed to ride smaller motorcycles for a certain period of time, and only after passing additional tests and paying additional fees. These requirements pose obstacles to large displacement motorcycle ownership. Other countries have laws and regulations that prohibit motorcycles from being operated on certain roads and highways. These types of laws and regulations could adversely impact the Company’s plans to expand international sales.

• The Company has a number of competitors, some of which have greater financial resources than the Company. Many of the Company’s competitors are more diversified than the Company, and they may compete in all segments of the motorcycle market, other powersports markets and/or the automotive market. Also, the Company’s manufacturer’s suggested retail price for its motorcycles is generally higher than its competitors, and if price becomes a more important competitive factor for consumers in the markets in which the Company competes, the Company may be at a competitive disadvantage. In addition, the Company’s financial services operations face competition from various banks, insurance companies and other financial institutions that may have access to additional sources of capital at more competitive rates and terms, particularly for borrowers in higher credit tiers. The Company's responses to these competitive pressures, or its failure to adequately address and respond to these competitive pressures, may have a material adverse effect on the Company’s business and results of operations.

• The Company’s operations are dependent upon attracting and retaining skilled employees, including skilled labor, executive officers and other senior leaders. The Company’s future success depends on its continuing ability to identify, hire, develop, motivate, retain and promote skilled personnel for all areas of its organization. The Company’s current and future total compensation arrangements, which include benefits and incentive awards, may not be successful in attracting new employees and retaining and motivating the Company’s existing employees. In addition, the Company must cultivate and sustain a work environment where employees are engaged and energized in their jobs to maximize their performance. If the Company does not succeed in attracting new personnel, retaining existing personnel, implementing effective succession plans and motivating and engaging personnel, including executive officers, the Company may be unable to develop and distribute products and services and effectively execute its plans and strategies.

• The Company’s Financial Services operations rely on external sources to finance a significant portion of its operations. Liquidity is essential to the Company’s Financial Services business. Disruptions in financial markets may cause lenders and institutional investors to reduce or cease to loan money to borrowers, including financial institutions. The Company’s Financial Services operations may be negatively affected by difficulty in raising capital in the long-term and short-term capital markets. These negative consequences may in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through its financial services operations to provide loans to independent dealers and their retail customers, and dilution to existing share value through the use of alternative sources of capital.

• The Company’s Financial Services operations are highly dependent on accessing capital markets to fund their operations at competitive interest rates, the Company’s access to capital and its cost of capital are highly dependent upon its credit ratings, and any negative credit rating actions will adversely affect its earnings and results of operations. The ability of the Company and its Financial Services operations to access unsecured capital markets is influenced by their short-term and long-term credit ratings. If the Company’s credit ratings are downgraded or its ratings outlook is negatively changed, the Company’s cost of borrowing could increase, resulting in reduced earnings and interest margins, or the Company’s access to capital may be disrupted or impaired.

• The Company’s Financial Services operations are exposed to credit risk on its retail and wholesale receivables. Credit risk is the risk of loss arising from a failure by a customer, including the Company's independent dealers and distributors, to meet the terms of any contract with the Company’s financial services operations. Credit losses are influenced by general business and economic conditions, including unemployment rates, bankruptcy filings and other factors that negatively affect household incomes, as well as contract terms, customer credit profiles and the new and used motorcycle market. Negative changes in general business, economic or market factors may have an additional adverse impact on the Company’s financial services credit losses and future earnings. While HDFS experienced

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historically low levels of retail credit losses during 2013 and 2014, the Company believes HDFS' retail credit losses may continue to increase over time due to changing consumer credit behavior and HDFS' efforts to increase prudently structured loan approvals in the sub-prime lending environment. Increases in the frequency of loss and decreases in the value of repossessed Harley-Davidson branded motorcycles also adversely impact credit losses. If there are adverse circumstances that involve a material decline in values of Harley-Davidson branded motorcycles, those circumstances or any related decline in resale values for Harley-Davidson branded motorcycles could contribute to increased delinquencies and credit losses.

• The Company’s operations may be affected by greenhouse emissions and climate change and related regulations. Climate change is receiving increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions. In addition, several states, including states where the Company has manufacturing plants, have previously considered and may in the future implement greenhouse gas registration and reduction programs. Energy security and availability and its related costs affect all aspects of the Company’s manufacturing operations in the United States, including the Company’s supply chain. The Company’s manufacturing plants use energy, including electricity and natural gas, and certain of the Company’s plants emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity the Company purchases, increase costs for use of natural gas, potentially restrict access to or the use of natural gas, require the Company to purchase allowances to offset the Company’s own emissions or result in an overall increase in costs of raw materials, any one of which could increase the Company’s costs, reduce competitiveness in a global economy or otherwise negatively affect the Company’s business, operations or financial results. Many of the Company’s suppliers face similar circumstances. Physical risks to the Company’s business operations as identified by the Intergovernmental Panel on Climate Change and other expert bodies include scenarios such as sea level rise, extreme weather conditions and resource shortages. Extreme weather may disrupt the production and supply of component parts or other items such as natural gas, a fuel necessary for the manufacture of motorcycles and their components. Supply disruptions would raise market rates and jeopardize the continuity of motorcycle production.

• Regulations related to conflict minerals will cause the Company to incur additional expenses and may have other adverse consequences. The SEC adopted inquiry, diligence and additional disclosure requirements related to certain minerals sourced from the Democratic Republic of Congo and surrounding countries, or "conflict minerals", that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company. The minerals that the rules cover are commonly referred to as "3TG" and include tin, tantalum, tungsten and gold. These rules impose a requirement for public companies to make certain disclosures relating to activities with conflict minerals. Compliance with the disclosure requirements could affect the sourcing and availability of some of the minerals that the Company uses in the manufacturing of its products. The Company's supply chain is complex, and if it is not able to determine the source and chain of custody for all conflict minerals used in its products that are sourced from the Democratic Republic of Congo and surrounding countries or determine that its products are "conflict free", then the Company may face reputational challenges with customers, investors or others. Additionally, as there may be only a limited number of suppliers offering "conflict free" minerals, if the Company chooses to use only conflict minerals that are "conflict free", the Company cannot be sure that it will be able to obtain necessary materials from such suppliers in sufficient quantities or at competitive prices. Accordingly, the Company could incur significant costs related to the compliance process, including potential difficulty or added costs in satisfying the disclosure requirements.

The Company disclaims any obligation to update these Risk Factors or any other forward-looking statements. The Company assumes no obligation (and specifically disclaims any such obligation) to update these Risk Factors or any other forward-looking statements to reflect actual results, changes in assumptions or other factors affecting such forward-looking statements. 

Item 1B.     Unresolved Staff Comments

None.

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Item 2.    Properties

The following is a summary of the principal operating properties of the Company as of December 31, 2014:

Motorcycles & Related Products Segment

Type of Facility	Location	Approximate Square Feet	Status
Corporate Office	Milwaukee, WI	515,000	Owned
Museum	Milwaukee, WI	130,000	Owned
Manufacturing(1)	Menomonee Falls, WI	881,600	Owned
Manufacturing(2)	Wauwatosa, WI	430,000	Owned
Product Development Center	Wauwatosa, WI	409,000	Owned
Manufacturing(3)	Tomahawk, WI	226,000	Owned
Manufacturing(4)	York, PA	610,000	Owned
Manufacturing and Materials Velocity Center(5)	Kansas City, MO	456,000	Owned
Motorcycle Testing	Yucca, AZ	21,150	Owned
Motorcycle Testing	Yucca, AZ	48,000	Lease expiring 2019
Motorcycle Testing	Naples, FL	10,000	Lease expiring 2020
Regional Office	Miami, FL	12,700	Lease expiring 2017
Manufacturing(6)	Manaus, Brazil	100,000	Lease expiring 2016
Regional Office	Oxford, England	39,000	Lease expiring 2017
Manufacturing(7)	Bawal, India	68,200	Lease expiring 2016
Regional Office	Singapore	8,800	Lease expiring 2015
Manufacturing(8)	Adelaide, Australia	485,000	Lease expiring 2017

(1) Motorcycle powertrain production.

(2) Facility was idled during 2010 and production moved to Menomonee Falls, WI.

(3) Plastic parts production and painting.

(4) Motorcycle parts fabrication, painting and Softail^® and touring model assembly.

(5) Motorcycle parts fabrication, painting and Dyna^®, Sportster^®, Softail^®, V-Rod^® and Street platform assembly.

(6) Assembly of select models for the Brazilian market.

(7) Assembly of select models for the Indian market and production of the Street platform for non-North American markets.

(8) Motorcycle wheel production.

Financial Services Segment

Type of Facility	Location	Approximate Square Feet	Status
Office	Chicago, IL	26,000	Lease expiring 2022
Office	Plano, TX	69,321	Lease expiring 2025
Office	Carson City, NV	100,000	Owned

The Financial Services segment has three office facilities: Chicago, Illinois (corporate headquarters); Plano, Texas (wholesale and retail operations); and Carson City, Nevada (retail and insurance operations). 

Item 3.    Legal Proceedings

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.

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Environmental Protection Agency Notice

In December 2009, the Company 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 promptly submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. Since that time, the EPA has delivered various additional requests for information to which the Company has responded.It is probable that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine and/or other relief. The Company has a reserve associated with this matter which is included in accrued liabilities in the Consolidated Balance Sheet. However, given the uncertainty that still exists concerning the resolution of this matter, there is a possibility that the actual loss incurred may be materially different than the Company’s current reserve. At this time, the Company cannot reasonably estimate the impact of any remedies the EPA might seek beyond the Company's current reserve for this matter, if any.

York Environmental Matters:

The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy, and the parties amended the Agreement in 2013 to address ordnance and explosive waste.

The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of future costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.

The Company has a reserve for its estimate of its share of the future Response Costs at the York facility which is included in accrued liabilities in the Condensed Consolidated Balance Sheets. As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS or otherwise at the York facility, the Company is unable to make a reasonable estimate of those additional costs, if any, that may result.

The estimate of the Company’s future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities. Response Costs are expected to be paid over the next several years.

Product Liability Matters:

The Company is involved in product liability suits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability suits will not have a material adverse effect on the Company’s consolidated financial statements.

Item 4.    Mine Safety Disclosures    

Not Applicable

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

Harley-Davidson, Inc. common stock is traded on the New York Stock Exchange, Inc. The high and low market prices for the common stock, reported as New York Stock Exchange, Inc. Composite Transactions, were as follows:

2014	Low		High		2013	Low		High
First quarter	$	60.55	$	70.04	First quarter	$	48.40	$	55.51
Second quarter	$	63.74	$	74.13	Second quarter	$	49.15	$	59.84
Third quarter	$	60.24	$	70.65	Third quarter	$	53.35	$	65.15
Fourth quarter	$	54.22	$	70.41	Fourth quarter	$	62.76	$	69.75

The Company paid the following dividends per share:

	2014		2013		2012
First quarter	$	0.275	$	0.210	$	0.155
Second quarter	0.275		0.210		0.155
Third quarter	0.275		0.210		0.155
Fourth quarter	0.275		0.210		0.155
	$	1.100	$	0.840	$	0.620

As of January 30, 2015, there were 78,014 shareholders of record of Harley-Davidson, Inc. common stock.

The following table contains detail related to the repurchase of common stock based on the date of trade during the quarter ended December 31, 2014:

2014 Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
September 29 to November 2	667,546	$	62	667,546	23,364,308
November 3 to November 30	1,585,334	$	67	1,585,334	21,999,353
December 1 to December 31	1,084,727	$	69	1,084,727	20,942,189
Total	3,337,607	$	67	3,337,607

The Company has an authorization (originally adopted in December 1997) by its Board of Directors 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 January 1, 2004 plus (2) one percent of the issued and outstanding common stock of the Company on January 1 of the current year, adjusted for any stock split. The company made discretionary share repurchases of 0.3 million shares during the fourth quarter ended December 31, 2014 under this authorization. As of December 31, 2014, there were no shares available under this authorization.

In December 2007, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date. The Company repurchased 3.1 million shares during the fourth quarter ended December 31, 2014 under this authorization. As of December 31, 2014, 0.9 million shares remained under this authorization.

In February 2014, the Company's Board authorized the Company to repurchase up to 20.0 million shares of its common stock with no dollar limit or expiration date. This board authorization is in addition to existing share repurchase authorizations. No shares were repurchased by the Company during the fourth quarter ended December 31, 2014 under this authorization. As of December 31, 2014, 20.0 million shares remained under this authorization.

Under the share repurchase authorizations, the Company’s common stock may be purchased through any one or more of a Rule 10b5-1 trading plan and discretionary purchases on the open market, block trades, accelerated share repurchases or privately negotiated transactions. The number of shares repurchased, if any, and the timing of repurchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital

21

requirements, general business conditions and other factors. The repurchase authority has no expiration date but may be suspended, modified or discontinued at any time.

The Harley-Davidson, Inc. 2014 Incentive Stock Plan (exhibit 10.5) and predecessor stock plans permit participants to satisfy all or a portion of the statutory federal, state and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares, in each case having a value equal to the amount to be withheld. During the fourth quarter of 2014, the Company acquired 581 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock awards.

Item 12 of this Annual Report on Form 10-K contains certain information relating to the Company’s equity compensation plans.

The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a filing: the SEC requires the Company to include a line graph presentation comparing cumulative five year Common Stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Standard & Poor’s 500 Index as the broad-based index and the Standard & Poor’s MidCap 400 Index as a more specific comparison. The Standard & Poor’s MidCap 400 Index was chosen because the Company does not believe that any other published industry or line-of-business index adequately represents the current operations of the Company. The graph assumes a beginning investment of $100 on December 31, 2009 and that all dividends are reinvested.

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	2009 ($)	2010 ($)	2011 ($)	2012 ($)	2013 ($)	2014 ($)
Harley-Davidson, Inc.	100	140	158	202	290	281
Standard & Poor’s MidCap 400 Index	100	127	124	147	193	209
Standard & Poor’s 500 Index	100	115	118	136	180	205

Item 6.     Selected Financial Data

(In thousands, except per share amounts)	2014		2013		2012		2011		2010(1)
Statement of income data:
Revenue:
Motorcycles & Related Products	$	5,567,681	$	5,258,290	$	4,942,582	$	4,662,264	$	4,176,627
Financial Services	660,827		641,582		637,924		649,449		682,709
Total revenue	$	6,228,508	$	5,899,872	$	5,580,506	$	5,311,713	$	4,859,336
Income from continuing operations	$	844,611	$	733,993	$	623,925	$	548,078	$	259,669
Income (loss) from discontinued operations, net of tax	—		—		—		51,036		(113,124		)
Net income	$	844,611	$	733,993	$	623,925	$	599,114	$	146,545
Weighted-average common shares:
Basic	216,305		222,475		227,119		232,889		233,312
Diluted	217,706		224,071		229,229		234,918		234,787
Earnings per common share from continuing operations:
Basic	$	3.90	$	3.30	$	2.75	$	2.35	$	1.11
Diluted	$	3.88	$	3.28	$	2.72	$	2.33	$	1.11
Earnings (loss) per common share from discontinued operations:
Basic	$	—	$	—	$	—	$	0.22	$	(0.48	)
Diluted	$	—	$	—	$	—	$	0.22	$	(0.48	)
Earnings per common share:
Basic	$	3.90	$	3.30	$	2.75	$	2.57	$	0.63
Diluted	$	3.88	$	3.28	$	2.72	$	2.55	$	0.62
Dividends paid per common share	$	1.100	$	0.840	$	0.620	$	0.475	$	0.400
Balance sheet data:
Total assets	$	9,528,097	$	9,405,040	$	9,170,773	$	9,674,164	$	9,430,740
Total debt	$	5,504,629	$	5,259,170	$	5,102,649	$	5,722,619	$	5,752,356
Total equity	$	2,909,286	$	3,009,486	$	2,557,624	$	2,420,256	$	2,206,866

(1) The Company began consolidating formerly off-balance sheet qualifying special purpose entities as required by the new guidance within Accounting Standards Codification (ASC) Topic 810, “Consolidations” and ASC Topic 860, “Transfers and Servicing” in 2010.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Harley-Davidson, Inc. is the parent company for the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). Unless the context otherwise requires, all references to the "Company" includes Harley-Davidson, Inc. and all its subsidiaries. The Company operates in two business segments: Motorcycles & Related Products (Motorcycles) and Financial Services. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

The Motorcycles segment consists of HDMC which designs, manufactures and sells at wholesale street-legal Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Company's products are sold to retail customers through a network of independent dealers. The Company conducts business on a global basis, with sales in North America, Europe/Middle East/Africa (EMEA), Asia-Pacific and Latin America.

The Financial Services segment consists of HDFS which provides wholesale and retail financing and provides insurance-related programs primarily to Harley-Davidson dealers and their retail customers. HDFS conducts business primarily in the United States and Canada.

The “% Change” figures included in the “Results of Operations” section were calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented. 

Overview

During 2014, the Company generated strong financial results as it continued to execute against its strategic goals. During 2014, the Company introduced seven new Project Rushmore^TM models, including the reintroduction of Road Glide motorcycles, began distribution of its all-new Street 750 and 500 motorcycles, and completed its implementation of flexible surge production capabilities at its production facilities. The Company’s net income for 2014 was $844.6 million, or $3.88 per diluted share, compared to $734.0 million, or $3.28 per diluted share, in 2013. The increase in 2014 net income was driven by strong financial performance at the Motorcycles segment. Operating income from the Motorcycles segment was up $132.5 million over 2013 led by a 3.9% increase in wholesale shipments of Harley-Davidson motorcycles. In addition, Motorcycles operating income benefited during 2014 from model-year price increases, a stronger product mix and lower manufacturing costs. These positive impacts were partially offset by an adverse change in foreign currency exchange rates during 2014 and higher selling, administrative and engineering expenses as the Company continued to invest in its strategic initiatives. Operating income from the Financial Services segment was down slightly from the prior year, falling $5.3 million, or 1.9%, due to a higher provision for credit losses partially offset by higher revenues.

Worldwide independent dealer retail sales of new Harley-Davidson motorcycles grew 2.7% compared to 2013 despite challenging U.S. weather conditions in the first half of 2014 and the absence of Road Glide models for most of 2014. Retail sales of new Harley-Davidson motorcycles increased 1.3% in the U.S. and 5.4% in international markets. As the Company looks forward to 2015, it believes the Harley-Davidson brand and core demand fundamentals remain strong.⁽¹⁾ In 2015, the Company expects continued momentum behind its model-year 2015 motorcycles including increased worldwide distribution of its Street motorcycles.⁽¹⁾ 

Please refer to the “Results of Operations 2014 Compared to 2013” for additional details concerning the results for 2014.

(1) Note Regarding Forward-Looking Statements

The Company intends that certain matters discussed in this report are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” or “estimates” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including under the caption “Risk Factors” in Item 1A and under “Cautionary Statements” in Item 7 of this report. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this report are made only as of the date of the filing of this report (February 19, 2015), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

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Outlook⁽¹⁾ 

On January 29, 2015 the Company announced the following expectations for 2015.

The Company expects to ship 282,000 to 287,000 Harley-Davidson motorcycles during 2015, up approximately 4% to 6% over 2014. This includes 79,000 to 84,000 Harley-Davidson motorcycles that it expects to ship in the first quarter of 2015, down approximately 2% at the low end of the range to up 4% at the high end of the range over the first quarter of 2014. The Company believes the underlying worldwide demand fundamentals for Harley-Davidson motorcycles are strong and expects that motorcycle shipment growth in 2015 will be driven by:

• The strong appeal of the Harley-Davidson brand

• Great model-year 2015 and 2016 motorcycles

• Full-year Road Glide availability

• Improving availability and expanding distribution of the new Street motorcycles

• Continuing outreach momentum in the United States

• International expansion

The Company expects the 2015 operating margin percent for the Motorcycles segment to be between 18% and 19% compared to 18% in 2014. The Company believes the operating margin percent will benefit from a modest increase in gross margin, as well as lower selling, administrative and engineering expenses as a percent of revenue. The Company expects that the 2015 gross margin percent will be up modestly, benefited by motorcycle pricing, incremental margin driven by higher motorcycle production and strong productivity gains. The Company also expects these positive impacts to be offset by unfavorable foreign currency exchange, increased pension expense and unfavorable product mix. If foreign currency exchange rates on January 28, 2015 remained constant throughout 2015, the Company estimates the adverse impact to its expected Motorcycle segment revenue from currency exchange in 2015 would be approximately 3.25%. Although the Company has a significant portion of its 2015 foreign currency exposure hedged at favorable rates, it expects that about half of the unfavorable revenue impact would translate into lower gross profit. The Company's 2015 pension expense will increase as a result of a lower discount rate and changes in mortality assumptions. The Company believes changes in product mix will adversely impact gross profit as Street continues to increase as a percent of total shipments. The Company expects selling, administrative and engineering expenses to increase in 2015 as it continues to invest in future growth opportunities, but will decrease as a percent of revenue as the Company leverages its current spending.

The Company expects operating income for the Financial Services segment to be down modestly in 2015 as compared to 2014. Going forward, the Company continues to expect pressure on Financial Services operating income as a result of higher credit losses, and tightening net interest margins due to increasing competition and higher borrowing costs.

The Company’s capital expenditure estimates for 2015 are between $240 million and $260 million. The Company anticipates it will have the ability to fund all capital expenditures in 2015 with cash flows generated by operations.

The Company also announced on January 29, 2015 that it expects the full year 2015 effective income tax rate to be approximately 35.5%, which does not include the U.S. Federal Research and Development tax credits as it expired at the end of 2014. This guidance excludes the effect of any potential future adjustments such as changes in tax legislation or audit settlements which are recorded as discrete items in the period in which they are settled.

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Results of Operations 2014 Compared to 2013

Consolidated Results

(in thousands, except earnings per share)	2014		2013		Increase (Decrease)			% Change
Operating income from Motorcycles & Related Products	$	1,003,147	$	870,609	$	132,538		15.2	%
Operating income from Financial Services	277,836		283,093		(5,257		)	(1.9	)%
Operating income	1,280,983		1,153,702		127,281			11.0	%
Investment income	6,499		5,859		640			10.9	%
Interest expense	4,162		45,256		(41,094		)	(90.8	)%
Income before income taxes	1,283,320		1,114,305		169,015			15.2	%
Provision for income taxes	438,709		380,312		58,397			15.4	%
Net income	$	844,611	$	733,993	$	110,618		15.1	%
Diluted earnings per share	$	3.88	$	3.28	$	0.60		18.3	%

Consolidated operating income was up 11.0% in 2014 led by an increase in operating income from the Motorcycles segment which improved by $132.5 million compared to 2013. Operating income for the Financial Services segment decreased by $5.3 million during 2014 as compared to 2013. Please refer to the “Motorcycles and Related Products Segment” and “Financial Services Segment” discussions following for a more detailed discussion of the factors affecting operating income.

Interest expense was lower in 2014 compared to 2013 due to the retirement of $303 million of senior unsecured long-term debt in February 2014.

The effective income tax rate for 2014 was 34.2% compared to 34.1% for 2013. The Company's 2014 and 2013 effective tax rate included U.S. Federal Research and Development tax credits that were reinstated by the American Taxpayer Relief Act. The effective tax rate for 2013 also included the full-impact of the 2012 U.S. Federal Research and Development tax credit due to the timing of the enactment of the American Taxpayer Relief Act.

Diluted earnings per share were $3.88 in 2014, up 18.3% over 2013. The increase in diluted earnings per share was driven primarily by the 15.1% increase in net income, but also benefited from lower diluted weighted average shares outstanding. Diluted weighted average shares outstanding decreased from 224.1 million in 2013 to 217.7 million in 2014 driven by the Company's repurchases of common stock. Please refer to "Liquidity and Capital Resources" for additional information concerning the Company's share repurchase activity.

Motorcycle Retail Sales and Registration Data

Worldwide independent dealer retail sales of Harley-Davidson motorcycles increased 2.7% during 2014 compared to 2013. Retail sales of Harley-Davidson motorcycles increased 1.3% in the United States and 5.4% internationally in 2014.

The Company believes U.S. retail sales for 2014 benefited from strong sales of Rushmore and Street motorcycles that were partially offset by adverse impacts that resulted from the absence of Road Glide motorcycles for most of the year and very difficult weather conditions in the first half of the year.

International retail sales growth during 2014 in the Asia Pacific region, Latin America region and EMEA region was partially offset by a decline in Canada. Retail sales in the Asia Pacific region were driven by growth in emerging markets, especially India and China. The retail sales growth in the Latin America region was driven by Mexico. The EMEA region retail sales growth was driven by growth in nearly all countries throughout the region. International retail sales as a percent of total retail sales in 2014 were 36.2% of total retail sales compared to 35.3% in 2013.

The Company is encouraged by the 2014 performance of retail sales in international markets, but remains concerned with ongoing economic challenges in several markets. Going forward, the Company will continue to focus on factors it can control which include building its brand experience across the world and expanding its distribution network in emerging markets.

26

Harley-Davidson Motorcycle Retail Sales^(a) 

The following table includes retail unit sales of Harley-Davidson motorcycles:

	2014	2013	Increase (Decrease)		% Change
North America Region
United States	171,079	168,863	2,216		1.3	%
Canada	9,871	11,062	(1,191	)	(10.8	)
Total North America Region	180,950	179,925	1,025		0.6
Europe, Middle East and Africa Region (EMEA)
Europe(b)	38,491	36,076	2,415		6.7
Other	6,832	6,533	299		4.6
Total EMEA Region	45,323	42,609	2,714		6.4
Asia Pacific Region
Japan	10,775	10,751	24		0.2
Other	19,299	16,139	3,160		19.6
Total Asia Pacific Region	30,074	26,890	3,184		11.8
Latin America Region	11,652	11,415	237		2.1
Total Worldwide Retail Sales	267,999	260,839	7,160		2.7	%
Total International Retail Sales	96,920	91,976	4,944		5.4	%

(a) Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision.

(b) Data for Europe include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

Motorcycle Registration Data - 601+cc^(a) 

The following table includes industry retail motorcycle registration data:

	2014	2013	Increase	% Change
United States(b)	313,627	305,852	7,775	2.5	%
Europe(c)	319,801	281,844	37,957	13.5	%

(a) Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.

(b) United States industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update. Prior periods have been adjusted to include all dual purpose models that were previously excluded.

(c) Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data includes 601+cc models derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third-party data is subject to revision and update.

27

Motorcycles and Related Products Segment

Motorcycle Unit Shipments

The following table includes wholesale motorcycle unit shipments for the Motorcycles segment:

	2014			2013			Unit		Unit
	Units	Mix %		Units	Mix %		Increase (Decrease)		% Change
United States	173,994	64.3	%	167,016	64.1	%	6,978		4.2	%
International	96,732	35.7	%	93,455	35.9	%	3,277		3.5
Harley-Davidson motorcycle units	270,726	100.0	%	260,471	100.0	%	10,255		3.9	%
Touring motorcycle units	122,481	45.2	%	107,213	41.2	%	15,268		14.2	%
Custom motorcycle units(a)	91,426	33.8	%	102,950	39.5	%	(11,524	)	(11.2	)
Sportster® / Street motorcycle units(b)	56,819	21.0	%	50,308	19.3	%	6,511		12.9
Harley-Davidson motorcycle units	270,726	100.0	%	260,471	100.0	%	10,255		3.9	%

(a) Custom motorcycle units, as used in this table, include Dyna^®, Softail^®, V-Rod^® and CVO models.

(b) Initial shipments of Street motorcycle units began during the first quarter of 2014.

During 2014, wholesale shipments of Harley-Davidson motorcycles were up 3.9% compared to the prior year and within the Company’s most recent expected shipment range of 270,000 to 275,000 motorcycles. International shipments as a percentage of the total were down slightly in 2014 as compared to 2013. The Company remains committed to investing in international growth and continues to believe that international retail sales will grow at a faster rate than the rate of growth of domestic retail sales⁽¹⁾. In addition, shipments of touring motorcycles and Sportster^® / Street motorcycles as a percentage of total shipments increased in 2014 compared to the prior year while shipments of custom motorcycles as a percentage of total shipments declined. The Company believes the increase in touring motorcycle shipments, as a percentage of total shipments, was driven by continued demand for model-year 2014 Rushmore motorcycles and demand for model-year 2015 Rushmore motorcycles. Also, the shipment mix of Sportster^® / Street increased as a result of Street shipments which began in 2014 and totaled approximately 9,900 motorcycles. The Company believes the shipment mix of Sportster^® / Street will be higher in 2015 as a result of increased Street shipments⁽¹⁾. As expected, retail inventory in the U.S. at the end of 2014 was approximately 2,900 units higher than at the end of 2013 largely due to the initial dealer fill of Street models for retail. The Company believes the U.S. year-end 2014 dealer retail inventory level was appropriate going into 2015⁽¹⁾.

Segment Results

The following table includes the condensed statement of operations for the Motorcycles segment (in thousands):

	2014		2013			Increase (Decrease)			% Change
Revenue:
Motorcycles	$	4,385,863	$	4,067,510		$	318,353		7.8	%
Parts & Accessories	875,019		873,075			1,944			0.2
General Merchandise	284,826		295,854			(11,028		)	(3.7	)
Other	21,973		21,851			122			0.6
Total revenue	5,567,681		5,258,290			309,391			5.9
Cost of goods sold	3,542,601		3,395,918			146,683			4.3
Gross profit	2,025,080		1,862,372			162,708			8.7
Selling & administrative expense	887,333		847,927			39,406			4.6
Engineering expense	134,600		145,967			(11,367		)	(7.8	)
Restructuring benefit	—		(2,131		)	2,131			(100.0	)
Operating expense	1,021,933		991,763			30,170			3.0
Operating income from Motorcycles	$	1,003,147	$	870,609		$	132,538		15.2	%

28

The following table includes the estimated impact of the significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from 2013 to 2014 (in millions):

	Net Revenue			Cost of Goods Sold			Gross Profit
2013	$	5,259		$	3,397		$	1,862
Volume	124			85			39
Price	166			119			47
Foreign currency exchange rates and hedging	(31		)	(19		)	(12		)
Shipment mix	50			(16		)	66
Raw material prices	—			1			(1		)
Manufacturing costs	—			(24		)	24
Total	309			146			163
2014	$	5,568		$	3,543		$	2,025

The following factors affected the comparability of net revenue, cost of goods sold and gross profit from 2013 to 2014:

• Volume increases were driven by the increase in wholesale motorcycle shipments and parts and accessories sales, partially offset by lower sales volumes for general merchandise. General merchandise revenue was adversely impacted in 2014 by a SKU reduction plan across the apparel offering focused on transforming the retail customer experience with a more targeted assortment of popular styles.

• On average, wholesale prices on the Company’s 2014 and 2015 model-year motorcycles are higher than the preceding model-year resulting in the favorable impact on revenue during the period. The revenue favorability resulting from model-year price increases was partially offset by an increase in cost related to the significant additional content added to the 2014 and 2015 model-year motorcycles.

• Net revenue and gross profit were negatively impacted by a devaluation in the Company's key foreign currencies compared to the U.S. dollar, primarily the Euro, Japanese yen, Brazilian real and Australian dollar, which together declined approximately 3% on a weighted-average basis in 2014 compared to 2013.

• Shipment mix changes between motorcycle families positively impacted net revenue and gross profit as a result of a higher mix of Touring motorcycles which was partially offset by an increase in Street motorcycle shipments. Shipment mix also benefited from favorable model mix within motorcycle families, as well as, favorable mix within the parts and accessories and general merchandise product lines. For the first quarter of 2015, the Company expects mix to adversely impact margin driven by an expected increase in Street motorcycle shipments⁽¹⁾.

• Raw material prices were slightly higher in 2014 relative to 2013.

• Manufacturing costs for 2014 benefited from increased year-over-year production, restructuring savings, lower temporary inefficiencies and lower pension costs compared to 2013. The manufacturing cost benefits were partially offset by start-up costs of approximately $15.3 million associated with the launch of the Street platform of motorcycles.

The net increase in operating expense was primarily due to higher selling and administrative expenses and the absence of the restructuring benefit recorded in 2013, partially offset by lower engineering expense. The higher selling and administrative expenses were primarily due to higher spending in support of the Company's growth initiatives and higher recall costs. In 2013, the Company completed work related to its various restructuring activities that were initiated during 2009 through 2011. For further information regarding the Company’s previously announced restructuring activities, refer to Note 3 of Notes to Condensed Consolidated Financial Statements.

29

Financial Services Segment

Segment Results

The following table includes the condensed statements of operations for the Financial Services segment (in thousands):

	2014		2013		Increase (Decrease)			% Change
Interest income	$	594,990	$	583,174	$	11,816		2.0	%
Other income	65,837		58,408		7,429			12.7
Financial services revenue	660,827		641,582		19,245			3.0
Interest expense	164,476		165,491		(1,015		)	(0.6	)
Provision for credit losses	80,946		60,008		20,938			34.9
Operating expenses	137,569		132,990		4,579			3.4
Financial Services expense	382,991		358,489		24,502			6.8
Operating income from Financial Services	$	277,836	$	283,093	$	(5,257	)	(1.9	)%

Interest income was favorable due to higher retail and wholesale outstanding finance receivables, partially offset by lower yields primarily on retail finance receivables due to increased competition. Other income was favorable primarily due to increased credit card licensing and insurance revenue. Interest expense benefited from a more favorable cost of funds and a lower loss on the extinguishment of a portion of the Company's 6.80% medium-term notes than in 2013, partially offset by higher average outstanding debt.

The provision for credit losses increased $20.9 million compared to 2013 primarily due to an increase in the provision for retail credit losses. The retail motorcycle provision increased $20.0 million during 2014 as a result of higher credit losses, an increase in the retail motorcycle reserve rate, and portfolio growth. Credit losses were impacted by lower recovery values of repossessed motorcycles, the impact of changing consumer behavior, and lower recoveries as a result of fewer charge-offs in prior periods.

Annual losses on the Company's retail motorcycle loans were 1.22% during 2014 compared to 1.09% in 2013. The 30-day delinquency rate for retail motorcycle loans at December 31, 2014 decreased to 3.61% from 3.71% at December 31, 2013.

Changes in the allowance for credit losses on finance receivables were as follows (in thousands):

	2014			2013
Balance, beginning of period	$	110,693		$	107,667
Provision for credit losses	80,946			60,008
Charge-offs, net of recoveries	(64,275		)	(56,982		)
Balance, end of period	$	127,364		$	110,693

At December 31, 2014, the allowance for credit losses on finance receivables was $122.0 million for retail receivables and $5.3 million for wholesale receivables. At December 31, 2013, the allowance for credit losses on finance receivables was $106.1 million for retail receivables and $4.6 million for wholesale receivables.

The Company's periodic evaluation of the adequacy of the allowance for credit losses on finance receivables is generally based on the Company's past loan loss experience, known and inherent risks in the portfolio, current economic conditions and the estimated value of any underlying collateral. Please refer to Note 5 of Notes to Consolidated Financial Statements for further discussion regarding the Company’s allowance for credit losses on finance receivables.

30

Results of Operations 2013 Compared to 2012

Consolidated Results

(in thousands, except earnings per share)	2013		2012		Increase (Decrease)			% Change
Operating income from Motorcycles & Related Products	$	870,609	$	715,489	$	155,120		21.7	%
Operating income from Financial Services	283,093		284,687		(1,594		)	(0.6	)%
Operating income	1,153,702		1,000,176		153,526			15.3	%
Investment income	5,859		7,369		(1,510		)	(20.5	)%
Interest expense	45,256		46,033		(777		)	(1.7	)%
Income before income taxes	1,114,305		961,512		152,793			15.9	%
Provision for income taxes	380,312		337,587		42,725			12.7	%
Net income	$	733,993	$	623,925	$	110,068		17.6	%
Diluted earnings per share	$	3.28	$	2.72	$	0.56		20.6	%

Consolidated operating income was up 15.3% in 2013 led by an increase in operating income from the Motorcycles segment which improved by $155.1 million compared to 2012. Operating income for the Financial Services segment decreased by $1.6 million during 2013 as compared to 2012. Please refer to the “Motorcycles and Related Products Segment” and “Financial Services Segment” discussions following for a more detailed discussion of the factors affecting operating income.

The effective income tax rate for 2013 was 34.1% compared to 35.1% for 2012. The Company's 2013 effective tax rate was favorably impacted by the reinstatement of the U.S. Federal Research and Development tax credit with the enactment of the American Taxpayer Relief Act of 2012 at the beginning of 2013. During 2013, the Company recorded the benefits of the Research and Development tax credit for the full year of 2012, as well as, the full year of 2013.

Diluted earnings per share were $3.28 in 2013, up 20.6% over 2012. The increase in diluted earnings per share was driven primarily by the 17.6% increase in net income, but also benefited from lower diluted weighted average shares outstanding. Diluted weighted average shares outstanding decreased from 229.2 million in 2012 to 224.1 million in 2013 driven by the Company's repurchases of common stock. Please refer to "Liquidity and Capital Resources" for additional information concerning the Company's share repurchase activity.

Motorcycles Retail Sales and Registration Data

Worldwide independent dealer retail sales of Harley-Davidson motorcycles increased 4.4% during 2013 compared to 2012. Retail sales of Harley-Davidson motorcycles increased 4.4% in the United States and 4.3% internationally in 2013. The Company believes U.S. retail sales for 2013 were positively impacted by the launch of its 2014 model-year motorcycles and improved availability of motorcycles which more than offset the adverse impact of weather experienced in the first half of 2013. The Company also believes that the U.S. retail sales in 2013 were adversely impacted in the fourth quarter by the absence of its popular Road Glide models from the 2014 model-year. Road Glide models were discontinued for the 2014 model-year, and were reintroduced in the 2015 model-year with upgraded with Rushmore features. International retail sales growth during 2013 in the Asia Pacific region, Latin America region and Canada were offset by a decline in the EMEA region. Retail sales in the Asia Pacific region were driven by growth in emerging markets, especially India and China. The retail sales growth in the Latin America region was driven by Brazil and Mexico. The EMEA region was adversely impacted by that region's difficult economic environment. The International retail sales as a percent of total retail sales were consistent compared to 2012 with international retail sales representing 35.3% of total retail sales in both 2013 and 2012, respectively.

31

Harley-Davidson Motorcycle Retail Sales^(a) 

The following table includes retail unit sales of Harley-Davidson motorcycles:

	2013	2012	Increase (Decrease)		% Change
North America Region
United States	168,863	161,678	7,185		4.4	%
Canada	11,062	10,573	489		4.6
Total North America Region	179,925	172,251	7,674		4.5
Europe, Middle East and Africa Region (EMEA)
Europe(b)	36,076	37,027	(951	)	(2.6	)
Other	6,533	6,000	533		8.9
Total EMEA Region	42,609	43,027	(418	)	(1.0	)
Asia Pacific Region
Japan	10,751	10,642	109		1.0
Other	16,139	13,839	2,300		16.6
Total Asia Pacific Region	26,890	24,481	2,409		9.8
Latin America Region	11,415	10,090	1,325		13.1
Total Worldwide Retail Sales	260,839	249,849	10,990		4.4	%
Total International Retail Sales	91,976	88,171	3,805		4.3	%

(a) Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision.

(b) Data for Europe include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

Motorcycle Registration Data - 601+cc^(a) 

The following table includes industry retail motorcycle registration data:

	2013	2012	Increase (Decrease)		% Change
United States(b)	305,852	299,384	6,468		2.2	%
Europe(c)	281,844	300,415	(18,571	)	(6.2	)%

(a) Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.

(b) United States industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update. Prior periods have been adjusted to include all dual purpose models that were previously excluded.

(c) Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data includes 601+cc models derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third-party data is subject to revision and update.

32

Motorcycles and Related Products Segment

Motorcycle Unit Shipments

The following table includes wholesale motorcycle unit shipments for the Motorcycles & Related Products segment:

	2013			2012			Unit		Unit
	Units	Mix %		Units	Mix %		Increase (Decrease)		% Change
United States	167,016	64.1	%	160,477	64.8	%	6,539		4.1	%
International	93,455	35.9	%	87,148	35.2	%	6,307		7.2
Harley-Davidson motorcycle units	260,471	100.0	%	247,625	100.0	%	12,846		5.2	%
Touring motorcycle units	107,213	41.2	%	99,496	40.2	%	7,717		7.8	%
Custom motorcycle units(a)	102,950	39.5	%	96,425	38.9	%	6,525		6.8
Sportster® motorcycle units	50,308	19.3	%	51,704	20.9	%	(1,396	)	(2.7	)
Harley-Davidson motorcycle units	260,471	100.0	%	247,625	100.0	%	12,846		5.2	%

(a) Custom motorcycle units, as used in this table, include Dyna^®, Softail^®, V-Rod^® and CVO models.

During 2013, wholesale shipments of Harley-Davidson motorcycles were up 5.2% compared to the prior year. International shipments as a percentage of the total were up slightly in 2013 as compared to 2012. In addition, shipments of touring motorcycles and custom motorcycles as a percentage of total shipments increased in 2013 compared to the prior year while shipments of Sportster^® motorcycles as a percentage of total shipments declined. The Company believes the increase in touring motorcycle shipments, as a percentage of total shipments, was driven by demand for model-year 2014 motorcycles. Also, as expected, wholesale motorcycle shipments in the fourth quarter of 2013 were down compared to the fourth quarter of 2012 in advance of the launch of seasonal surge manufacturing at the Company's Kansas City facility in early 2014. Consequently, retail inventory in the U.S. was approximately 1,850 units lower than at the end of 2012.

Segment Results

The following table includes the condensed statement of operations for the Motorcycles & Related Products segment (in thousands):

	2013			2012		Increase (Decrease)			% Change
Revenue:
Motorcycles	$	4,067,510		$	3,764,794	$	302,716		8.0	%
Parts & Accessories	873,075			859,945		13,130			1.5
General Merchandise	295,854			299,403		(3,549		)	(1.2	)
Other	21,851			18,440		3,411			18.5
Total revenue	5,258,290			4,942,582		315,708			6.4
Cost of goods sold	3,395,918			3,222,394		173,524			5.4
Gross profit	1,862,372			1,720,188		142,184			8.3
Selling & administrative expense	847,927			846,894		1,033			0.1
Engineering expense	145,967			129,330		16,637			12.9
Restructuring (benefit) expense	(2,131		)	28,475		(30,606		)	(107.5	)
Operating expense	991,763			1,004,699		(12,936		)	(1.3	)
Operating income from Motorcycles	$	870,609		$	715,489	$	155,120		21.7	%

33

The following table includes the estimated impact of the significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from 2012 to 2013 (in millions):

	Net Revenue			Cost of Goods Sold			Gross Profit
2012	$	4,943		$	3,223		$	1,720
Volume	230			159			71
Price	88			44			44
Foreign currency exchange rates and hedging	(56		)	(17		)	(39		)
Shipment mix	54			32			22
Raw material prices	—			(8		)	8
Manufacturing costs	—			(36		)	36
Total	316			174			142
2013	$	5,259		$	3,397		$	1,862

The following factors affected the comparability of net revenue, cost of goods sold and gross profit from 2012 to 2013:

• Volume increases were driven by the increase in wholesale shipments of motorcycle units as well as higher sales volumes for Parts & Accessories partially offset by lower General Merchandise sales volumes.

• On average, wholesale prices on the Company’s 2013 and 2014 model-year motorcycles were higher than the preceding model-years resulting in the favorable impact on revenue and gross profit during the period. The impact of revenue favorability resulting from model-year price increases was partially offset by an increase in cost related to the significant additional content added to the 2014 model-year motorcycles.

• Foreign currency exchange rates during 2013 resulted in a negative impact on net revenue and gross profit primarily as a result of devaluation in the Japanese yen, Australian dollar and Brazilian real.

• Shipment mix changes resulted primarily from favorable product mix changes between motorcycle platforms.

• Raw material prices were lower in 2013 relative to 2012 primarily due to lower metal costs.

• Manufacturing costs for 2013 benefited from savings related to restructuring initiatives, lower temporary inefficiencies and increased year-over-year production, partially offset by approximately $7 million of higher start-up costs for the new model-year driven by the significant level of content added to the new models. Temporary inefficiencies associated with the Company’s restructuring activities were $15 million in 2013 compared to $33 million in 2012. With the completion of the restructuring activities, the Company has significantly reduced its fixed cost structure, and therefore improved the overall profitability of the Company. At the start of restructuring, motorcycle fixed costs were in the range of 20% to 25% of total motorcycle manufacturing costs.

The net decrease in operating expense was primarily due to lower restructuring charges and variable employee compensation costs, partially offset by incremental investments to support the Company’s international growth and product development initiatives and increases in the Company's global information systems costs. In 2013, the Company completed work related to its various restructuring activities that were initiated during 2009 through 2011. For further information regarding the Company’s previously announced restructuring activities, refer to Note 3 of Notes to Condensed Consolidated Financial Statements.

34

Financial Services Segment

Segment Results

The following table includes the condensed statements of operations for the Financial Services segment (in thousands):

	2013		2012		(Decrease) Increase			% Change
Interest income	$	583,174	$	583,700	$	(526	)	(0.1	)%
Other income	58,408		54,224		4,184			7.7
Financial services revenue	641,582		637,924		3,658			0.6
Interest expense	165,491		195,990		(30,499		)	(15.6	)
Provision for credit losses	60,008		22,239		37,769			169.8
Operating expenses	132,990		135,008		(2,018		)	(1.5	)
Financial Services expense	358,489		353,237		5,252			1.5
Operating income from Financial Services	$	283,093	$	284,687	$	(1,594	)	(0.6	)%

Other income was favorable primarily due to higher fee income, increased credit card licensing revenue and increased insurance revenue. Interest expense benefited from a more favorable cost of funds, partially offset by higher debt levels related to higher average finance receivables outstanding.

The provision for credit losses was unfavorable compared to 2012 due to an increase in the provision for retail credit losses. Retail motorcycle credit losses increased $15.8 million in 2013 as compared to 2012 due to lower year-over-year recoveries as well as a higher frequency of loss. As a result, the 2013 retail motorcycle provision increased $36.8 million. Additionally, 2012 benefited from approximately $17.0 million in allowance releases.

Annual losses on the Company's retail motorcycle loans were 1.09% during 2013 compared to 0.79% in 2012. The 30-day delinquency rate for retail motorcycle loans at December 31, 2013 decreased to 3.71% from 3.94% at December 31, 2012.

Changes in the allowance for credit losses on finance receivables were as follows (in thousands):

	2013			2012
Balance, beginning of period	$	107,667		$	125,449
Provision for credit losses	60,008			22,239
Charge-offs, net of recoveries	(56,982		)	(40,021		)
Balance, end of period	$	110,693		$	107,667

At December 31, 2013, the allowance for credit losses on finance receivables was $106.1 million for retail receivables and $4.6 million for wholesale receivables. At December 31, 2012, the allowance for credit losses on finance receivables was $101.4 million for retail receivables and $6.2 million for wholesale receivables.

The Company's periodic evaluation of the adequacy of the allowance for credit losses on finance receivables is generally based on the Company's past loan loss experience, known and inherent risks in the portfolio, current economic conditions and the estimated value of any underlying collateral. Please refer to Note 5 of Notes to Consolidated Financial Statements for further discussion regarding the Company’s allowance for credit losses on finance receivables.

35

Other Matters

New Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers (ASU No. 2014-09). ASU No. 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is required to adopt ASU No. 2014-09 for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company is currently evaluating the impact of adoption.

Critical Accounting Estimates

The Company’s financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. Management believes that the following are some of the more critical judgment areas in the application of accounting policies that currently affect the Company’s financial condition and results of operations. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of the Board of Directors.

Allowance for Credit Losses on Finance Receivables – The allowance for uncollectible accounts is maintained at a level management believes is adequate to cover the losses of principal in the existing finance receivables portfolio. The Company performs a periodic and systematic collective evaluation of the adequacy of the retail allowance. The Company utilizes loss forecast models which consider a variety of factors including, but not limited to, historical loss trends, origination or vintage analysis, known and inherent risks in the portfolio, the value of the underlying collateral, recovery rates and current economic conditions including items such as unemployment rates.

The wholesale portfolio is primarily composed of large balance, non-homogeneous finance receivables. The Company's wholesale allowance evaluation is first based on a loan-by-loan review. A specific allowance is established for wholesale finance receivables determined to be individually impaired when management concludes that the borrower will not be able to make full payment of contractual amounts due based on the original terms of the loan agreement. The impairment is determined based on the cash that the Company expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan is collateral-dependent. In establishing the allowance, management considers a number of factors including the specific borrower’s financial performance as well as ability to repay. Finance receivables in the wholesale portfolio that are not individually evaluated for impairment are segregated, based on similar risk characteristics, according to the Company’s internal risk rating system and collectively evaluated for impairment. The related allowance is based on factors such as the Company’s past loan loss experience, current economic conditions as well as the value of the underlying collateral.

Product Warranty – Estimated warranty costs are reserved for motorcycles, motorcycle parts and motorcycle accessories at the time of sale. The warranty reserve is based upon historical Company claim data used in combination with other known factors that may affect future warranty claims. The Company updates its warranty estimates quarterly to ensure that the warranty reserves are based on the most current information available.

The Company believes that past claim experience is indicative of future claims; however, the factors affecting actual claims can be volatile. As a result, actual claims experience may differ from estimated which could lead to material changes in the Company’s warranty provision and related reserves. The Company’s warranty liability is discussed further in Note 1 of Notes to Consolidated Financial Statements.

Pensions and Other Postretirement Healthcare Benefits – The Company has a defined benefit pension plan and several postretirement healthcare benefit plans, which cover 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.

U.S. GAAP requires that companies recognize in their statement of financial position a liability for defined benefit pension and postretirement plans that are underfunded or an asset for defined benefit pension and postretirement benefit plans that are overfunded.

Pension, SERPA and postretirement healthcare obligations and costs are calculated through actuarial valuations. The valuation of benefit obligations and net periodic benefit costs relies on key assumptions including discount rates, mortality, long-term expected return on plan assets, future compensation and healthcare cost trend rates.

The Company determines its discount rate assumptions by referencing high-quality long-term bond rates that are matched to the duration of its own benefit obligations. Based on this analysis, the Company decreased the discount rate for pension and

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SERPA obligations from 5.08% as of December 31, 2013 to 4.21% as of December 31, 2014. The Company decreased the discount rate for postretirement healthcare obligations from 4.70% to 3.99%. The Company determines its healthcare trend assumption for the postretirement healthcare obligation by considering factors such as estimated healthcare inflation, the utilization of healthcare benefits and changes in the health of plan participants. Based on the Company’s assessment of this data as of December 31, 2014, the Company set its healthcare cost trend rate at 8.0% as of December 31, 2014. The Company expects the healthcare cost trend rate to reach its ultimate rate of 5.0% by 2021.⁽¹⁾ These assumption changes were reflected immediately in the benefit obligation and will be amortized into net periodic benefit costs over future periods.

In the fourth quarter of 2014, the Society of Actuaries (SOA) issued new mortality tables (RP-2014 and MP-2014). The Company’s base mortality assumption, used in measuring the 2014 retirement plan benefit obligations, was developed using the RP 2014 table with weighted adjustments for the Company’s own credibility-adjusted mortality experience. In addition, after reviewing the SOA’s new MP-2014 table, the Company changed its long-term mortality projections to reflect longer anticipated life expectancies. The current assumptions represent the Company’s best estimate of mortality for its plan participants. The change in mortality assumptions at the end of 2014 resulted in an increase to the Company’s projected benefit obligation for pension plans of $64 million. The change did not have a meaningful impact on the accumulated benefit obligation for postretirement healthcare plans. These changes are considered actuarial losses and will be amortized to net periodic benefit cost along with other actuarial gains and losses. The Company will continue to review, and when necessary, adjust its mortality assumptions in connection with the measurement of its retirement program obligations.

Plan assets are measured at fair value and are subject to market volatility. In estimating the expected return on plan assets, the Company considers the historical returns on plan assets, adjusted to reflect the current view of the long-term investment market.

Changes in the funded status of defined benefit pension and postretirement benefit plans resulting from the difference between assumptions and actual results are initially recognized in other comprehensive income and amortized to expense over future periods. The following information is provided to illustrate the sensitivity of pension and postretirement healthcare obligations and costs to changes in these major assumptions (in thousands):

	Amounts based on current assumptions		Impact of a 1% decrease in the discount rate		Impact of a 1% decrease in the expected return on assets		Impact of a 1% increase in the healthcare cost trend rate
2014 Net periodic benefit costs
Pension and SERPA	$	19,369	$	24,624	$	17,648	n/a
Postretirement healthcare	$	14,340	$	1,256	$	1,354	$	1,587
2014 Benefit obligations
Pension and SERPA	$	2,069,980	$	389,051	n/a		n/a
Postretirement healthcare	$	361,006	$	35,859	n/a		$	12,909

This information should not be viewed as predictive of future amounts. The calculation of pension, SERPA and postretirement healthcare obligations and costs is based on many factors in addition to those discussed here. This information should be considered in combination with the information provided in Note 13 of Notes to Consolidated Financial Statements.

Stock Compensation Costs – The total cost of the Company’s share-based equity awards is equal to the grant date fair value per award multiplied by the number of awards granted (adjusted for forfeitures). This cost is recognized as expense on a straight-line basis over the service periods of the awards. Forfeitures are initially estimated based on historical Company information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period.

The Company estimates the fair value of option awards as of the grant date using a lattice-based option valuation model which utilizes ranges of assumptions over the expected term of the options, including stock price volatility, dividend yield and risk-free interest rate.

The valuation model uses historical data to estimate option exercise behavior and employee terminations. 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 Company uses implied volatility to determine the expected volatility of its stock. The implied volatility is derived from options that are actively traded and the market prices of both the traded options and underlying shares are measured at a similar point in time to each other and on a date reasonably close to the grant date of the employee stock options. In addition,

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the traded options have exercise prices that are both (a) near-the-money and (b) close to the exercise price of the employee stock options. Finally, the remaining maturities of the traded options on which the estimate is based are at least one year.

Dividend yield was based on the Company’s expected dividend payments and the risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant.

Changes in the valuation assumptions could result in a significant change to the cost of an individual option. However, the total cost of an award is also a function of the number of awards granted, and as result, the Company has the ability to control the cost of its equity awards by adjusting the number of awards granted.

Income Taxes – The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related deferred tax assets and liabilities. In the ordinary course of the Company’s business, there are transactions and calculations where the ultimate tax determination is uncertain. Accruals for unrecognized tax benefits are provided for in accordance with the requirements of ASC Topic 740. An unrecognized tax benefit represents the difference between the recognition of benefits related to items for income tax reporting purposes and financial reporting purposes. The unrecognized tax benefit is included within other long-term liabilities in the Consolidated Balance Sheets. The Company has a reserve for interest and penalties on exposure items, if applicable, which is recorded as a component of the overall income tax provision. The Company is regularly audited by tax authorities as a normal course of business. Although the outcome of tax audits is always uncertain, management believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provision includes amounts sufficient to pay any assessments. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

Contractual Obligations

A summary of the Company’s expected payments for significant contractual obligations as of December 31, 2014 is as follows (in thousands):

	2015		2016 - 2017		2018 - 2019		Thereafter		Total
Principal payments on debt	$	1,743,101	$	1,881,246	$	1,880,282	$	—	$	5,504,629
Interest payments on debt	132,530		195,395		58,531		—		386,456
Operating lease payments	12,309		16,325		10,813		15,955		55,402
	$	1,887,940	$	2,092,966	$	1,949,626	$	15,955	$	5,946,487

Interest for floating rate instruments assumes December 31, 2014 rates remain constant.

As of December 31, 2014, the Company generally had no significant purchase obligations, other than those created in the ordinary course of business. Purchase orders issued for inventory and supplies used in product manufacturing generally do not become firm commitments until 90 days prior to expected delivery and can be modified to a certain extent until 30 days prior to expected delivery.

The Company has long-term obligations related to its pension, SERPA and postretirement healthcare plans at December 31, 2014. During 2014, the Company contributed $29.7 million to its pension, SERPA and postretirement healthcare plans. No additional contributions were required during 2014 beyond current benefit payments for SERPA and postretirement healthcare plans. The Company does not expect to make any additional qualified pension plan contributions in 2015.⁽¹⁾ Also, the Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans.⁽¹⁾ The Company’s expected future contributions to these plans are provided in Note 13 of Notes to Consolidated Financial Statements.

As described in Note 12 of Notes to Consolidated Financial Statements, the Company has unrecognized tax benefits of $64.2 million and accrued interest and penalties of $25.3 million as of December 31, 2014. However, the Company cannot make a reasonably reliable estimate for the period of cash settlement for either the liability for unrecognized tax benefits or accrued interest and penalties.

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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

In December 2009, the Company 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 promptly submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. Since that time, the EPA has delivered various additional requests for information to which the Company has responded. It is probable that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine and/or other relief. The Company has a reserve associated with this matter which is included in accrued liabilities in the Consolidated Balance Sheet. However, given the uncertainty that still exists concerning the resolution of this matter, there is a possibility that the actual loss incurred may be materially different than the Company’s current reserve. At this time, the Company cannot reasonably estimate the impact of any remedies the EPA might seek beyond the Company's current reserve for this matter, if any.

York Environmental Matters:

The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy, and the parties amended the Agreement in 2013 to address ordnance and explosive waste. The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of future costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.

The Company has a reserve for its estimate of its share of the future Response Costs at the York facility which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.⁽¹⁾ As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS or otherwise at the York facility, the Company is unable to make a reasonable estimate of those additional costs, if any, that may result.

The estimate of the Company’s future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities. Response Costs are expected to be paid primarily over a period of several years ending in 2017 although certain Response Costs may continue for some time beyond 2017.

Product Liability Matters:

The Company is involved in product liability suits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability suits will not have a material adverse effect on the Company’s consolidated financial statements.⁽¹⁾ 

Liquidity and Capital Resources as of December 31, 2014

Over the long-term, the Company expects that its business model will continue to generate cash that will allow it to invest in the business, fund future growth opportunities and return value to shareholders.⁽¹⁾ The Company believes the Motorcycles operations will continue to be primarily funded through cash flows generated by operations.⁽¹⁾ The Company’s Financial Services operations have been funded with unsecured debt, unsecured commercial paper, asset-backed commercial paper conduit facilities, committed unsecured bank facilities, term asset-backed securitizations and intercompany borrowings.

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The Company’s strategy is to maintain a minimum of twelve months of its projected liquidity needs through a combination of cash and marketable securities and availability under credit facilities. The following table summarizes the Company’s cash and marketable securities and availability under credit facilities (in thousands):

	December 31, 2014
Cash and cash equivalents	$	906,680
Current marketable securities	57,325
Total cash and cash equivalents and marketable securities	964,005
Global credit facilities	618,214
Asset-backed U.S commercial paper conduit facility (a)	600,000
Asset-backed Canadian commercial paper conduit facility (b)	5,508
Total availability under credit facilities	1,223,722
Total	$	2,187,727

(a) The U.S. commercial paper conduit facility expires on October 30, 2015. The Company anticipates that it will renew this facility prior to expiration⁽¹⁾.

(b) The Canadian commercial paper conduit facility expires on June 30, 2015 and is limited to Canadian denominated borrowings. The Company anticipates that it will renew this facility prior to expiration.⁽¹⁾.

Although the Company believes it has obtained the funding necessary to support Financial Services' operations for 2015⁽¹⁾, the Company recognizes that it must continue to adjust its business to changes in the lending environment. The Company intends to continue with a diversified funding profile through a combination of short-term and long-term funding vehicles and to pursue a variety of sources to obtain cost-effective funding. The Financial Services operations could be negatively affected by higher costs of funding and the increased difficulty of raising, or potential unsuccessful efforts to raise, funding in the short-term and long-term capital markets.⁽¹⁾ These negative consequences could in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through its Financial Services operations to provide loans to independent dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital.

Cash Flow Activity

The following table summarizes the cash flow activity of continuing operations for the years ended December 31, 2014, 2013 and 2012 (in thousands):

	2014			2013			2012
Net cash provided by operating activities	$	1,146,677		$	977,093		$	801,458
Net cash used by investing activities	(744,650		)	(568,867		)	(261,311		)
Net cash used by financing activities	(536,096		)	(393,209		)	(990,073		)
Effect of exchange rate changes on cash and cash equivalents	(25,863		)	(16,543		)	(8,886		)
Net decrease in cash and cash equivalents	$	(159,932	)	$	(1,526	)	$	(458,812	)

Operating Activities

The increase in operating cash flow in 2014 compared to 2013 was due primarily to increased earnings, favorable changes in working capital and lower pension contributions, partially offset by higher wholesale finance originations.

During 2014, the Company contributed $29.7 million to its qualified pension, SERPA and postretirement healthcare plans compared to $204.8 million in 2013, which included a $175.0 million voluntary contribution to its qualified pension plan. The Company does not expect to make any contributions to its qualified pension plan in 2015.⁽¹⁾ The Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans. The Company’s expected future contributions to these plans are provided in Note 13 of Notes to Consolidated Financial Statements.

The increase in operating cash flow in 2013 compared to 2012 was due primarily to increased earnings and favorable changes in working capital. The favorable changes in working capital were in part due to the utilization of a prepaid income tax balance in 2013 that was established in 2012.

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Investing Activities

The Company’s investing activities consist primarily of capital expenditures, net changes in retail finance receivables and short-term investment activity. Capital expenditures were $232.3 million, $208.3 million and $189.0 million during 2014, 2013 and 2012, respectively.

Net cash flows from finance receivables for 2014, which consisted primarily of retail finance receivables, were $143.2 million lower than 2013 as a result of an increase in retail motorcycle loan originations during 2014. Net cash flows from finance receivables for 2013, which consisted primarily of retail finance receivables, were $321.4 million lower than in 2012 as a result of an increase in retail motorcycle loan originations during 2013.

Changes in the Company’s investment in marketable securities resulted in cash inflows of $41.0 million, $35.1 million and $18.3 million in 2014, 2013 and 2012, respectively,

Financing Activities

The Company’s financing activities consist primarily of dividend payments, share repurchases and debt activity.

The Company paid dividends of $1.10 per share totaling $238.3 million during 2014, $0.84 per share totaling $187.7 million during 2013 and $0.62 per share totaling $141.7 million in 2012.

Cash outflows from share repurchases were $615.6 million, $479.2 million and $311.6 million for 2014, 2013 and 2012, respectively. Share repurchases during 2014, 2013 and 2012 included 9.3 million, 8.2 million and 6.7 million shares of common stock, respectively, related to discretionary share repurchases and shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards. On February 5, 2014, the Company announced that the Company's Board of Directors had authorized the Company to repurchase up to 20 million shares of its common stock. In total at December 31, 2014, the Company had board approved authorizations to repurchase 20.9 million shares of its common stock.

The Company’s total outstanding debt consisted of the following as of December 31, 2014, 2013 and 2012 (in thousands):

	2014		2013		2012
Unsecured commercial paper	$	731,786	$	666,317	$	294,943
Asset-backed Canadian commercial paper conduit facility	166,912		174,241		175,658
Medium-term notes	3,334,398		2,858,980		2,881,272
Senior unsecured notes	—		303,000		303,000
Term asset-backed securitization debt	1,271,533		1,256,632		1,447,776
Total debt	$	5,504,629	$	5,259,170	$	5,102,649

To access the debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings. Generally, lower credit ratings result in higher borrowing costs and reduced access to debt capital markets. A credit rating agency may change or withdraw the Company’s ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. The Company’s short-term debt ratings affect its ability to issue unsecured commercial paper. The Company’s short- and long-term debt ratings as of December 31, 2014 were as follows:

	Short-Term	Long-Term	Outlook
Moody’s	P2	A3	Stable
Standard & Poor’s	A2	A-	Stable
Fitch(a)	F1	A	Stable

Global Credit Facilities – On April 7, 2014, the Company entered into a new $675.0 million five-year credit facility to refinance and replace a $675.0 million four-year credit facility that was due to mature in April 2015. The new five-year credit facility matures in April 2019. The Company also has a $675.0 million five-year credit facility which matures in April 2017. The new five-year credit facility and the existing five-year credit facility (together, the Global Credit Facilities) bear interest at various variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support the Company's unsecured commercial paper program.

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Unsecured Commercial Paper – Subject to limitations, the Company could issue unsecured commercial paper of up to $1.35 billion as of December 31, 2014 supported by the Global Credit Facilities. Outstanding unsecured commercial paper may not exceed the unused portion of the Global Credit Facilities. Maturities may range up to 365 days from the issuance date. The Company intends to repay unsecured commercial paper as it matures with additional unsecured commercial paper or through other means, such as borrowing under the Global Credit Facilities, borrowing under its asset-backed U.S. commercial paper conduit facility or through the use of operating cash flow and cash on hand.⁽¹⁾ 

Medium-Term Notes – The Company has the following medium-term notes (collectively, the Notes) issued and outstanding at December 31, 2014 (in thousands):

Principal Amount	Rate	Issue Date	Maturity Date
$600,000	1.15%	September 2012	September 2015
$450,000	3.875%	March 2011	March 2016
$400,000	2.70%	January 2012	March 2017
$400,000	1.55%	November 2014	November 2017
$887,958	6.80%	May 2008	June 2018
$600,000	2.40%	September 2014	September 2019

The Notes provide for semi-annual interest payments and principal due at maturity. Unamortized discounts on the Notes reduced the balance by $3.6 million, $1.5 million, and $2.2 million at December 31, 2014, 2013 and 2012, respectively.

In September 2014, the Company issued $600.0 million of medium-term notes which mature in September 2019 and have an annual interest rate of 2.40%. In November 2014, the Company issued $400.0 million of medium-term notes which mature in November 2017 and have an annual interest rate of 1.55%. There were no medium-term note issuances during 2013.

During 2014, 2013 and 2012, the Company repurchased an aggregate $22.6 million, $23.0 million, and $16.6 million, respectively, of its 6.80% medium-term notes which mature in June 2018. As a result, the Company recognized in financial services interest expense $3.9 million, $4.9 million and $4.3 million, respectively, for losses on the extinguishment of debt, which included unamortized discounts and fees. During December 2014, $500.0 million of 5.75% medium-term notes matured, and the principal and accrued interest were paid in full.

Senior Unsecured Notes – In February 2009, the Company issued $600.0 million of senior unsecured notes in an underwritten offering. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. During the fourth quarter of 2010, the Company repurchased $297.0 million of the $600.0 million senior unsecured notes at a price of $380.8 million. The senior unsecured notes matured in February 2014 and the Company repaid the remaining senior unsecured notes outstanding.

Asset-Backed Canadian Commercial Paper Conduit Facility – The Company has a revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase from the Company eligible Canadian retail motorcycle finance receivables for proceeds up to C$200 million. The transferred assets are restricted as collateral for the payment of the debt. The terms for this facility provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of December 31, 2014, the Canadian Conduit has an expiration date of June 30, 2015. The contractual maturity of the debt is approximately 5 years.

During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $85.0 million and $88.6 million, respectively.

Asset-Backed U.S. Commercial Paper Conduit Facility Variable Interest Entity (VIE) – In September 2014, the Company amended and restated its revolving facility (U.S. Conduit) with an asset-backed U.S. commercial paper conduit which provides for a total aggregate commitment of $600.0 million. At December 31, 2014, 2013, and 2012, the Company had no outstanding borrowings under the U.S. Conduit.

This debt provides for interest on outstanding principal based generally on prevailing commercial paper rates plus a program fee based on outstanding principal, or LIBOR plus a specified margin to the extent the advance is not funded by a

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conduit lender through the issuance of commercial paper. The U.S Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivable collateral are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of December 31, 2014, the U.S. Conduit expires October 30, 2015.

Term Asset-Backed Securitization VIEs – For all of its term asset-backed securitization transactions, the Company transferred U.S. retail motorcycle finance receivables to separate VIEs, which in turn issued secured notes, with various maturities and interest rates to investors. All of the notes held by the VIEs are secured by future collections of the purchased U.S. retail motorcycle finance receivables. The U.S. retail motorcycle finance receivables included in the term asset-backed securitization transactions are not available to pay other obligations or claims of the Company's creditors until the associated debt and other obligations are satisfied. Restricted cash balances held by the VIEs are used only to support the securitizations. There is no amortization schedule for the secured notes; however, the debt is reduced monthly as available collections on the related retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2015 to 2021.

During 2014, the Company issued $850.0 million of secured notes through one term asset-backed securitization transaction. During 2013, the Company issued $650.0 million of secured notes through one term asset-backed securitization transaction.

Intercompany Borrowings – Prior to the first quarter of 2013, HDFS had a revolving credit line with the Company whereby HDFS could have borrowed up to $210.0 million from the Company at a market interest rate. This agreement was terminated during the first quarter of 2013.

During 2014, HDFS and the Company had in effect the following term loan agreements under which HDFS borrowed from the Company (in thousands):

Principal Amount	Issue Date	Maturity Date
$300,000	June 2013	April 2014 *
$150,000	September 2013	April 2014 *
$300,000	April 2014	April 2015 **
$250,000	June 2014	September 2014 *
$150,000	September 2014	April 2015 *

During 2013, HDFS and the Company had in effect the following term loan agreements under which HDFS borrowed from the Company (in thousands):

Principal Amount	Issue Date	Maturity Date
$300,000	March 2013	April 2013 *
$100,000	September 2013	November 2013 *
$300,000	June 2013	April 2014
$150,000	September 2013	April 2014

* This loan was repaid on or before the maturity date.

** $50.0 million of this loan was repaid in November 2014

The term loans provide for monthly interest based on the prevailing commercial paper rates and principal due at maturity or upon demand by the Company. The outstanding intercompany term loan balance was $250.0 million and $450.0 million at December 31, 2014 and 2013, respectively. The term loan balances and related interest are eliminated in the Company’s consolidated financial statements.

Support Agreement - The Company has a support agreement with HDFS whereby, if required, the Company agrees to provide HDFS with financial support in order to maintain HDFS’ fixed-charge coverage at 1.25 and minimum net worth of $40.0 million. Support may be provided at the Company’s option as capital contributions or loans. Accordingly, certain debt

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covenants may restrict the Company’s ability to withdraw funds from HDFS outside the normal course of business. No amount has ever been provided to HDFS under the support agreement.

Operating and Financial Covenants – HDFS and the Company are subject to various operating and financial covenants related to the Global Credit Facilities and various operating covenants under the Notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operational covenants limit the Company’s and HDFS’ ability to:

• assume or incur certain liens;

• participate in certain mergers, consolidations, liquidations or dissolutions; and

• purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the consolidated debt to equity ratio of HDFS cannot exceed 10.0 to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and equity, in each case excluding the debt of HDFS and its subsidiaries, cannot exceed 0.65 to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the Notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

At December 31, 2014, 2013 and 2012, HDFS and the Company remained in compliance with all of the existing covenants.

Cautionary Statements

The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company’s ability to:

(i) execute its business strategy,

(ii) manage through changes in general economic conditions, including changing capital, credit and retail markets, and political events,

(iii) adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices,

(iv) continue to develop the capabilities of its distributors and dealers and manage the risks that our independent dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand,

(v) manage risks that arise through expanding international manufacturing, operations and sales,

(vi) manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles,

(vii) manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations,

(viii) manage supply chain issues, including any unexpected interruptions or price increases caused by raw material shortages or natural disasters,

(ix) detect any issues with the Company's motorcycles or manufacturing processes to avoid delays in new model launches, recall campaigns, increased warranty costs or litigation,

(x) develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in an increasingly competitive marketplace,

(xi) implement and manage enterprise-wide information technology solutions, including solutions at its manufacturing facilities, and secure data contained in those systems,

(xii) develop and introduce products, services and experiences that are successful in the marketplace,

(xiii) continue to realize production efficiencies at its production facilities and manage operating costs including materials, labor and overhead,

(xiv) execute its flexible production strategy,

(xv) balance production volumes for its new motorcycles with consumer demand,

(xvi) continue to manage the relationships and agreements that it has with its labor unions to help drive long-term competitiveness,

(xvii) adjust to healthcare inflation and reform, pension reform and tax changes,

44

(xviii) retain and attract talented employees,

(xix) continue to have access to reliable sources of capital funding and adjust to fluctuations in the cost of capital, and

(xx) manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS’ loan portfolio.

In addition, the Company could experience delays or disruptions in its operations as a result of work stoppages, strikes, natural causes, terrorism or other factors. Other factors are described in “Risk Factors” under Item 1A which includes a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.

The Company’s ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company’s independent dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its independent dealers and distributors to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company.

In addition, the Company’s independent dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.

In recent years, HDFS has experienced historically low levels of retail credit losses, but there is no assurance that this will continue. The Company believes that HDFS' retail credit losses may increase over time due to changing consumer credit behavior and HDFS' efforts to increase prudently structured loan approvals in the sub-prime lending environment.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in foreign exchange rates and interest rates. 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. Sensitivity analysis is used to manage and monitor foreign exchange and interest rate risk.

The Company sells its products internationally and in most markets those sales are made in the foreign country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company’s most significant foreign currency risk relates to the Euro, the Australian dollar, the Japanese yen and the Brazilian real. The Company utilizes foreign currency contracts to mitigate the effect of certain currencies' 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. At December 31, 2014, the notional U.S. dollar value of outstanding Euro, Australian dollar, Japanese yen, and Brazilian real foreign currency contracts was $339.1 million. The Company estimates that a uniform 10% weakening in the value of the U.S. dollar relative to the currencies underlying these contracts would result in a decrease in the fair value of the contracts of approximately $30.8 million as of December 31, 2014. Further disclosure relating to the fair value of derivative financial instruments is included in Note 8 of the Notes to Consolidated Financial Statements.

45

Item 8.    Consolidated Financial Statements and Supplementary Data

	Page
Management’s Report on Internal Control Over Financial Reporting	47
Report of the Audit Committee	48
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	49
Report of Independent Registered Public Accounting Firm	50
Consolidated statements of income	51
Consolidated statements of comprehensive income	52
Consolidated balance sheets	53
Consolidated statements of cash flows	55
Consolidated statements of shareholders’ equity	56
Notes to consolidated financial statements	57
Supplementary data
Quarterly financial data (unaudited)	106

46

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the framework in Internal Control – Integrated Framework, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014. Ernst & Young LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of the Company’s internal control over financial reporting.

Keith E. Wandell	John A. Olin
Chairman, President and Chief Executive Officer	Senior Vice President and Chief Financial Officer

47

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors reviews the Company’s financial reporting process and the audit process. All of the Audit Committee members are independent in accordance with the Audit Committee requirements of the New York Stock Exchange, Inc.

The Audit Committee of the Board of Directors has reviewed and discussed with management its assessment of the effectiveness of the Company’s internal control system over financial reporting as of December 31, 2014. Management has concluded that the internal control system was effective. Additionally, the Company’s internal control over financial reporting as of December 31, 2014 was audited by Ernst & Young LLP, the Company’s independent registered public accounting firm for the 2014 fiscal year. The Audit Committee has reviewed and discussed the audited financial statements of the Company for the 2014 fiscal year with management as well as with representatives of Ernst & Young LLP. The Audit Committee has also discussed with Ernst & Young LLP matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) No. 16, Communications with Audit Committees. The Audit Committee has received written disclosures from Ernst & Young LLP regarding their independence as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with representatives of Ernst & Young LLP the independence of Ernst & Young LLP. Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements for the 2014 fiscal year be included in the Company’s Annual Report on Form 10-K for the 2014 fiscal year.

Audit Committee of the Board of Directors

Richard I. Beattie

George L. Miles, Jr.

N. Thomas Linebarger

James A. Norling, Chairman

Jochen Zeitz

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Shareholders of Harley-Davidson, Inc.:

We have audited Harley-Davidson, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)(the COSO criteria). Harley-Davidson, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Harley-Davidson, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Harley-Davidson, Inc. as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2014 of Harley-Davidson, Inc. and our report dated February 19, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

February 19, 2015

49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Harley-Davidson, Inc.:

We have audited the accompanying consolidated balance sheets of Harley-Davidson, Inc. as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the index at item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Harley-Davidson, Inc. at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Harley-Davidson, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)and our report dated February 19, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

February 19, 2015

50

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2014, 2013 and 2012

(In thousands, except per share amounts)

	2014		2013			2012
Revenue:
Motorcycles and Related Products	$	5,567,681	$	5,258,290		$	4,942,582
Financial Services	660,827		641,582			637,924
Total revenue	6,228,508		5,899,872			5,580,506
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,542,601		3,395,918			3,222,394
Financial Services interest expense	164,476		165,491			195,990
Financial Services provision for credit losses	80,946		60,008			22,239
Selling, administrative and engineering expense	1,159,502		1,126,884			1,111,232
Restructuring (benefit) expense	—		(2,131		)	28,475
Total costs and expenses	4,947,525		4,746,170			4,580,330
Operating income	1,280,983		1,153,702			1,000,176
Investment income	6,499		5,859			7,369
Interest expense	4,162		45,256			46,033
Income before provision for income taxes	1,283,320		1,114,305			961,512
Provision for income taxes	438,709		380,312			337,587
Net income	$	844,611	$	733,993		$	623,925
Earnings per common share:
Basic	$	3.90	$	3.30		$	2.75
Diluted	$	3.88	$	3.28		$	2.72
Cash dividends per common share	$	1.10	$	0.84		$	0.62

The accompanying notes are an integral part of the consolidated financial statements.

51

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 2014, 2013 and 2012

(In thousands)

	2014			2013			2012
Net income	$	844,611		$	733,993		$	623,925
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment	(36,808		)	(18,009		)	1,400
Derivative financial instruments	20,722			2,157			(10,144		)
Marketable securities	(424		)	(953		)	350
Pension and postretirement benefit plans	(165,757		)	291,807			(122,551		)
Total other comprehensive (loss) income, net of tax	(182,267		)	275,002			(130,945		)
Comprehensive income	$	662,344		$	1,008,995		$	492,980

The accompanying notes are an integral part of the consolidated financial statements.

52

HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2014 and 2013

(In thousands, except share amounts)

	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	906,680		$	1,066,612
Marketable securities	57,325			99,009
Accounts receivable, net	247,621			261,065
Finance receivables, net	1,916,635			1,773,686
Inventories	448,871			424,507
Restricted cash	98,627			144,807
Deferred income taxes	89,916			103,625
Other current assets	182,420			115,492
Total current assets	3,948,095			3,988,803
Finance receivables, net	4,516,246			4,225,877
Property, plant and equipment, net	883,077			842,477
Prepaid pension costs	—			244,871
Goodwill	27,752			30,452
Deferred income taxes	77,835			3,339
Other long-term assets	75,092			69,221
	$	9,528,097		$	9,405,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	196,868		$	239,794
Accrued liabilities	449,317			427,335
Short-term debt	731,786			666,317
Current portion of long-term debt	1,011,315			1,176,140
Total current liabilities	2,389,286			2,509,586
Long-term debt	3,761,528			3,416,713
Pension liability	76,186			36,371
Postretirement healthcare liability	203,006			216,165
Deferred income taxes	—			49,499
Other long-term liabilities	188,805			167,220
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, none issued	—			—
Common stock, 344,174,653 and 343,157,231 shares issued, respectively	3,442			3,432
Additional paid-in-capital	1,265,257			1,175,052
Retained earnings	8,459,040			7,852,729
Accumulated other comprehensive loss	(514,943		)	(332,676		)
Treasury stock (132,297,840 and 123,197,976 shares, respectively), at cost	(6,303,510		)	(5,689,051		)
Total shareholders’ equity	2,909,286			3,009,486
	$	9,528,097		$	9,405,040

53

HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS (continued)

December 31, 2014 and 2013

(In thousands, except share amounts)

	2014		2013
Balances held by consolidated variable interest entities (Note 6)
Current finance receivables, net	$	312,645	$	352,899
Other assets	$	3,409	$	4,149
Non-current finance receivables, net	$	1,113,801	$	1,184,441
Restricted cash - current and non-current	$	110,017	$	133,053
Current portion of long-term debt	$	366,889	$	334,630
Long-term debt	$	904,644	$	922,002

The accompanying notes are an integral part of the consolidated financial statements.

54

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2014, 2013 and 2012

(In thousands)

	2014			2013			2012
Net cash provided by operating activities (Note 2)	$	1,146,677		$	977,093		$	801,458
Cash flows from investing activities:
Capital expenditures	(232,319		)	(208,321		)	(189,002		)
Origination of finance receivables	(3,568,423		)	(3,244,005		)	(2,858,701		)
Collections on finance receivables	3,013,245			2,831,994			2,768,089
Purchases of marketable securities	—			(4,998		)	(4,993		)
Sales and redemptions of marketable securities	41,010			40,108			23,296
Other	1,837			16,355			—
Net cash used by investing activities	(744,650		)	(568,867		)	(261,311		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	991,835			—			993,737
Repayments of medium-term notes	(526,431		)	(27,858		)	(420,870		)
Repayment of senior unsecured notes	(303,000		)	—			—
Proceeds from securitization debt	847,126			647,516			763,895
Repayments of securitization debt	(834,856		)	(840,387		)	(1,405,599		)
Borrowings of asset-backed commercial paper	84,907			88,456			200,417
Repayments of asset-backed commercial paper	(77,800		)	(78,765		)	(24,301		)
Net increase (decrease) in credit facilities and unsecured commercial paper	63,945			371,085			(744,724		)
Net change in restricted cash	22,755			43,201			41,647
Dividends paid	(238,300		)	(187,688		)	(141,681		)
Purchase of common stock for treasury	(615,602		)	(479,231		)	(311,632		)
Excess tax benefits from share-based payments	11,540			19,895			13,065
Issuance of common stock under employee stock option plans	37,785			50,567			45,973
Net cash used by financing activities	(536,096		)	(393,209		)	(990,073		)
Effect of exchange rate changes on cash and cash equivalents	(25,863		)	(16,543		)	(8,886		)
Net decrease in cash and cash equivalents	$	(159,932	)	$	(1,526	)	$	(458,812	)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	1,066,612		$	1,068,138		$	1,526,950
Net decrease in cash and cash equivalents	(159,932		)	(1,526		)	(458,812		)
Cash and cash equivalents—end of period	$	906,680		$	1,066,612		$	1,068,138

The accompanying notes are an integral part of the consolidated financial statements.

55

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended December 31, 2014, 2013 and 2012

(In thousands, except share amounts)

	Common Stock			Additional paid-in capital			Retained Earnings			Accumulated Other comprehensive income (loss)			Treasury Balance			Total
	Issued Shares	Balance
Balance December 31, 2011	339,107,230	$	3,391	$	968,392		$	6,824,180		$	(476,733	)	$	(4,898,974	)	$	2,420,256
Net Income	—	—		—			623,925			—			—			623,925
Total other comprehensive loss, net of tax (Note 10)	—	—		—			—			(130,945		)	—			(130,945		)
Dividends	—	—		—			(141,681		)	—			—			(141,681		)
Repurchase of common stock	—	—		—			—			—			(311,632		)	(311,632		)
Share-based compensation and 401(k) match made with Treasury shares	—	—		42,056			—			—			2			42,058
Issuance of nonvested stock	535,807	6		(6		)	—			—			—			—
Exercise of stock options	1,622,801	16		45,957			—			—			—			45,973
Tax benefit of stock options and nonvested stock	—	—		9,670			—			—			—			9,670
Balance December 31, 2012	341,265,838	$	3,413	$	1,066,069		$	7,306,424		$	(607,678	)	$	(5,210,604	)	$	2,557,624
Net Income	—	—		—			733,993			—			—			733,993
Total other comprehensive income, net of tax (Note 10)	—	—		—			—			275,002			—			275,002
Dividends	—	—		—			(187,688		)	—			—			(187,688		)
Repurchase of common stock	—	—		—			—			—			(479,231		)	(479,231		)
Share-based compensation and 401(k) match made with Treasury shares	—	—		40,724			—			—			784			41,508
Issuance of nonvested stock	492,755	5		(5		)	—			—			—			—
Exercise of stock options	1,398,638	14		50,553			—			—			—			50,567
Tax benefit of stock options and nonvested stock	—	—		17,711			—			—			—			17,711
Balance December 31, 2013	343,157,231	$	3,432	$	1,175,052		$	7,852,729		$	(332,676	)	$	(5,689,051	)	$	3,009,486
Net Income	—	—		—			844,611			—			—			844,611
Total other comprehensive loss, net of tax (Note 10)	—	—		—			—			(182,267		)	—			(182,267		)
Dividends	—	—		—			(238,300		)	—			—			(238,300		)
Repurchase of common stock	—	—		—			—			—			(615,602		)	(615,602		)
Share-based compensation and 401(k) match made with Treasury shares	—	—		40,848			—			—			1,143			41,991
Issuance of nonvested stock	15,891	—		—			—			—			—			—
Exercise of stock options	1,001,531	10		37,775			—			—			—			37,785
Tax benefit of stock options and nonvested stock	—	—		11,582			—			—			—			11,582
Balance December 31, 2014	344,174,653	$	3,442	$	1,265,257		$	8,459,040		$	(514,943	)	$	(6,303,510	)	$	2,909,286

The accompanying notes are an integral part of the consolidated financial statements.

56

HARLEY-DAVIDSON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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) 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 Company’s subsidiaries are wholly owned and are included in the consolidated financial statements. Substantially all of the Company’s international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of international subsidiaries have been translated at period-end exchange rates, and revenues and expenses have been translated using average exchange rates for the period.

The Company operates in two principal reportable segments: Motorcycles & Related Products (Motorcycles) and Financial Services.

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’s marketable securities consisted of the following at December 31 (in thousands):

	2014		2013
Available-for-sale securities: corporate bonds	$	57,325	$	99,009
Trading securities: mutual funds	33,815		30,172
Total marketable securities	$	91,140	$	129,181

The Company’s available-for-sale securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income. During 2014 and 2013, the Company recognized gross unrealized losses of $0.7 million and $1.5 million, respectively, or losses of $0.4 million and $1.0 million, net of tax, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that generally come due over the next 3 to 28 months.

The Company's trading securities relate to investments held by the Company to fund certain deferred compensation obligations. The trading securities are carried at fair value with gains and losses recorded in net income and investments are included in other long-term assets on the consolidated balance sheets.

Accounts Receivable – The Company’s motorcycles and related products are sold to independent dealers and distributors outside the U.S. and Canada generally on open account and the resulting receivables are included in accounts receivable in the Company’s consolidated balance sheets. The allowance for doubtful accounts deducted from total accounts receivable was $3.5 million and $5.0 million as of December 31, 2014 and 2013, respectively. Accounts receivable are written down once management determines that the specific customer does not have the ability to repay the balance in full. The Company’s sales of motorcycles and related products in the U.S. and Canada are financed by the purchasing dealers or distributors through HDFS and the related receivables are included in finance receivables in the consolidated balance sheets.

Finance Receivables, Net – Finance receivables include both retail and wholesale finance receivables, net, including amounts held by VIEs. Finance receivables are recorded in the financial statements at amortized cost net of an allowance for credit losses. The provision for credit losses on finance receivables is charged to earnings in amounts sufficient to maintain the allowance for credit losses at a level that is adequate to cover estimated losses of principal inherent in the existing portfolio. Portions of the allowance for credit losses are specified to cover estimated losses on finance receivables specifically identified for impairment. The unspecified portion of the allowance covers estimated losses on finance receivables which are collectively reviewed for impairment. Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement.

The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. The Company performs a periodic and systematic collective evaluation of the adequacy of the retail allowance for credit losses. The

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Company utilizes loss forecast models which consider a variety of factors including, but not limited to, historical loss trends, origination or vintage analysis, known and inherent risks in the portfolio, the value of the underlying collateral, recovery rates and current economic conditions including items such as unemployment rates. Retail finance receivables are not evaluated individually for impairment prior to charge-off and therefore are not reported as impaired loans.

The wholesale portfolio is primarily composed of large balance, non-homogeneous loans. The Company’s wholesale allowance evaluation is first based on a loan-by-loan review. A specific allowance for credit losses is established for wholesale finance receivables determined to be individually impaired when management concludes that the borrower will not be able to make full payment of contractual amounts due based on the original terms of the loan agreement. The impairment is determined based on the cash that the Company expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan is collateral-dependent. In establishing the allowance, management considers a number of factors including the specific borrower’s financial performance as well as ability to repay. As described below in the Financial Services Revenue Recognition policy, the accrual of interest on such finance receivables is discontinued when the collection of the account becomes doubtful. While a finance receivable is considered impaired, all cash received is applied to principal or interest as appropriate.

Finance receivables in the wholesale portfolio that are not individually evaluated for impairment are segregated, based on similar risk characteristics, according to the Company’s internal risk rating system and collectively evaluated for impairment. The related allowance is based on factors such as the Company’s past loan loss experience, current economic conditions as well as the value of the underlying collateral.

Impaired finance receivables also include loans that have been modified in troubled debt restructurings as a concession to borrowers experiencing financial difficulty. Generally, it is the Company’s policy not to change the terms and conditions of finance receivables. However, to minimize the economic loss, the Company may modify certain impaired finance receivables in troubled debt restructurings. Total restructured finance receivables are not significant.

Repossessed inventory representing recovered collateral on impaired finance receivables is recorded at the lower of cost or net realizable value. In the period during which the collateral is repossessed, the related finance receivable is adjusted to the fair value of the collateral through a charge to the allowance for credit losses and reclassified to repossessed inventory. Repossessed inventory is included in other current assets and was $13.4 million and $13.8 million at December 31, 2014 and 2013, respectively.

Asset-Backed Financing – The Company participates in asset-backed financing both through term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowing because either they are transferred to consolidated VIEs or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860, "Transfers and Servicing." In the Company's asset-backed financing programs, the Company transfers retail motorcycle finance receivables to special purpose entities (SPE), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash, through the issuance of debt.

The Company is required to consolidate any VIEs in which it is deemed to be the primary beneficiary through having power over the significant activities of the entity and having an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE. The Company is considered to have the power over the significant activities of its term asset-backed securitization and asset-backed U.S. commercial paper conduit facility VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, the Company retains a residual interest in the VIEs in the form of a debt security, which gives the Company the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.

The Company is not the primary beneficiary of the asset-backed Canadian commercial paper conduit facility VIE; therefore, the Company does not consolidate the VIE. However, the Company treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and therefore does not meet the requirements for sale accounting under ASC Topic 860. As such, the Company retains the transferred assets and the related debt within its Consolidated Balance Sheet.

Servicing fees paid by VIEs to the Company are eliminated in consolidation and therefore are not recorded on a consolidated basis. The Company is not required, and does not currently intend, to provide any additional financial support to its VIEs. Investors and creditors only have recourse to the assets held by the VIEs.

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Inventories – Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories totaling $232.8 million at December 31, 2014 and $210.7 million at December 31, 2013 are valued at the lower of cost or market using the first-in, first-out (FIFO) method.

Property, Plant and Equipment – Property, plant and equipment is recorded at cost. Depreciation is determined on the straight-line basis over the estimated useful lives of the assets. The following useful lives are used to depreciate the various classes of property, plant and equipment: buildings – 30 years; building equipment and land improvements – 7 years; machinery and equipment – 3 to 10 years; furniture and fixtures – 5 years; and software – 3 to 7 years. Accelerated methods of depreciation are used for income tax purposes.

Goodwill – Goodwill represents the excess of acquisition cost over the fair value of the net assets purchased. Goodwill is tested for impairment, based on financial data related to the reporting unit to which it has been assigned, at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The impairment test involves comparing the estimated fair value of the reporting unit associated with the goodwill to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, goodwill must be adjusted to its implied fair value. During 2014 and 2013, the Company tested its goodwill balances for impairment and no adjustments were recorded to goodwill as a result of those reviews.

Long-lived Assets – The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset for assets to be held and used. The Company also reviews the useful life of its long-lived assets when events and circumstances indicate that the actual useful life may be shorter than originally estimated. In the event that the actual useful life is deemed to be shorter than the original useful life, depreciation is adjusted prospectively so that the remaining book value is depreciated over the revised useful life.

Asset groups classified as held for sale are measured at the lower of carrying amount or fair value less cost to sell, and a loss is recognized for any initial adjustment required to reduce the carrying amount to the fair value less cost to sell in the period the held for sale criteria are met. The fair value less cost to sell must be assessed each reporting period the asset group remains classified as held for sale. Gains or losses not previously recognized resulting from the sale of an asset group will be recognized on the date of sale.

Product Warranty and Safety Recall Campaigns – The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except for Japan, where the Company provides a standard three-year limited warranty on all new motorcycles sold. In addition, the Company started offering a one-year warranty for Parts & Accessories (P&A) in 2012. The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company maintains reserves for future warranty claims which are based primarily on historical Company claim information. Additionally, the Company has from time to time initiated certain voluntary safety recall campaigns. The Company reserves for all estimated costs associated with safety recalls in the period that the safety recalls are announced.

Changes in the Company’s warranty and safety recall liability were as follows (in thousands):

	2014			2013			2012
Balance, beginning of period	$	64,120		$	60,263		$	54,994
Warranties issued during the period	60,331			59,022			54,394
Settlements made during the period	(74,262		)	(64,462		)	(67,247		)
Recalls and changes to pre-existing warranty liabilities	19,061			9,297			18,122
Balance, end of period	$	69,250		$	64,120		$	60,263

The liability for safety recall campaigns was $9.8 million, $4.0 million and $4.6 million at December 31, 2014, 2013 and 2012, respectively.

Derivative Financial Instruments – The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative 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 7). In accordance with ASC Topic 815, “Derivatives and Hedging,” 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

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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 instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value and any changes in fair value are recorded in current period earnings. Refer to Note 9 for a detailed description of the Company’s derivative instruments.

Motorcycles and Related Products Revenue Recognition – Sales are recorded when products are shipped to wholesale customers (independent dealers and distributors) and ownership is transferred. The Company may offer sales incentive programs to both wholesale and retail customers designed to promote the sale of motorcycles and related products. The total costs of these programs are generally recognized as revenue reductions and are accrued at the later of the date the related sales are recorded or the date the incentive program is both approved and communicated.

Financial Services Revenue Recognition – Interest income on finance receivables is recorded as earned and is based on the average outstanding daily balance for wholesale and retail receivables. Accrued and uncollected interest is classified with finance receivables. Certain loan origination costs related to finance receivables, including payments made to dealers for certain retail loans, are deferred and amortized over the estimated life of the contract.

Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of December 31, 2014 and 2013, all retail finance receivables are accounted for as interest-earning receivables.

Wholesale finance receivables are delinquent if the minimum payment is not received by the contractual due date. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. Interest continues to accrue on past due finance receivables until the date the finance receivable becomes uncollectible and the finance receivable is placed on non-accrual status. The Company will resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate.

Insurance and protection product commissions as well as commissions on the sale of extended service contracts are recognized when contractually earned. Deferred revenue related to extended service contracts was $5.7 million and $6.8 million as of December 31, 2014 and 2013, respectively.

Research and Development Expenses – Expenditures for research activities relating to product development and improvement are charged against income as incurred and included within selling, administrative and engineering expenses in the consolidated statement of income. Research and development expenses were $138.3 million, $152.2 million and $137.3 million for 2014, 2013 and 2012, respectively.

Advertising Costs – The Company expenses the production cost of advertising the first time the advertising takes place. Advertising costs relate to the Company’s efforts to promote its products and brands through the use of media. During 2014, 2013 and 2012, the Company incurred $107.4 million, $90.7 million and $80.7 million in advertising costs, respectively.

Shipping and Handling Costs – The Company classifies shipping and handling costs as a component of cost of goods sold.

Share-Based Award Compensation Costs – The Company recognizes the cost of its share-based awards in its statement of income. The total cost of the Company’s equity awards is equal to their grant date fair value and is recognized as expense on a straight-line basis over the service periods of the awards. The total cost of the Company’s liability for cash-settled awards is equal to their settlement date fair value. The liability for cash-settled awards is revalued each period based on a recalculated fair value adjusted for vested awards. Total share-based award compensation expense recognized by the Company during 2014, 2013 and 2012 was $37.9 million, $41.2 million and $40.8 million, respectively, or $23.9 million, $26.0 million and $25.7 million net of taxes, respectively.

Income Tax Expense – The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.

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New Accounting Standards

Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers (ASU No. 2014-09). ASU No. 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is required to adopt ASU No. 2014-09 for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company is currently evaluating the impact of adoption.

Accounting Standards Recently Adopted

In July 2013, the FASB issued ASU No. 2013-11 Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU No. 2013-11). ASU No. 2013-11 amends the guidance within Accounting Standards Codification (ASC) Topic 740, "Income Taxes", to require entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The Company adopted ASU No. 2013-11 on January 1, 2014. There were no material presentation changes resulting from the adoption of ASU No. 2013-11.

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 December 31, and the statements of cash flows for the years ended December 31.

Balance Sheet Information:

Inventories, net (in thousands):

	2014			2013
Components at the lower of FIFO cost or market
Raw materials and work in process	$	151,254		$	140,302
Motorcycle finished goods	230,309			205,416
Parts and accessories and general merchandise	117,210			127,515
Inventory at lower of FIFO cost or market	498,773			473,233
Excess of FIFO over LIFO cost	(49,902		)	(48,726		)
Total inventories, net	$	448,871		$	424,507

Inventory obsolescence reserves deducted from FIFO cost were $17.8 million and $17.5 million as of December 31, 2014 and 2013, respectively.

Property, plant and equipment, at cost (in thousands):

	2014			2013
Land and related improvements	$	55,238		$	56,146
Buildings and related improvements	475,268			424,431
Machinery and equipment	1,823,790			1,816,599
Software	440,703			337,210
Construction in progress	200,708			168,598
	2,995,707			2,802,984
Accumulated depreciation	(2,112,630		)	(1,960,507		)
Total property, plant and equipment, at cost	$	883,077		$	842,477

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Accrued liabilities (in thousands):

	2014		2013
Payroll, employee benefits and related expenses	$	165,448	$	166,346
Restructuring reserves	—		2,181
Warranty and recalls	48,529		46,571
Sales incentive programs	44,423		42,541
Tax-related accruals	28,333		21,970
Fair value of derivative financial instruments	2,027		3,925
Other	160,557		143,801
Total accrued liabilities	$	449,317	$	427,335

Cash Flow Information:

The reconciliation of net income to net cash provided by operating activities of continuing operations is as follows (in thousands):

	2014			2013			2012
Cash flows from operating activities:
Net income	$	844,611		$	733,993		$	623,925
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	179,300			167,072			168,978
Amortization of deferred loan origination costs	94,429			86,181			78,592
Amortization of financing origination fees	8,442			9,376			9,969
Provision for employee long-term benefits	33,709			66,877			71,347
Contributions to pension and postretirement plans	(29,686		)	(204,796		)	(244,416		)
Stock compensation expense	37,929			41,244			40,815
Net change in wholesale finance receivables related to sales	(75,210		)	28,865			2,513
Provision for credit losses	80,946			60,008			22,239
Loss on debt extinguishment	3,942			4,947			4,323
Pension and postretirement healthcare plan curtailment and settlement expense	—			—			6,242
Deferred income taxes	(7,621		)	52,580			128,452
Foreign currency adjustments	21,964			16,269			9,773
Other, net	(1,491		)	10,123			(7,216		)
Changes in current assets and liabilities:
Accounts receivable, net	(9,809		)	(36,653		)	(13,690		)
Finance receivables – accrued interest and other	(2,515		)	(346		)	(4		)
Inventories	(50,886		)	(46,474		)	21,459
Accounts payable and accrued liabilities	19,128			(53,623		)	(10,798		)
Restructuring reserves	2,181			(25,042		)	(16,087		)
Derivative instruments	703			(2,189		)	2,758
Prepaid and other	(3,389		)	68,681			(97,716		)
Total adjustments	302,066			243,100			177,533
Net cash provided by operating activities	$	1,146,677		$	977,093		$	801,458

Cash paid during the period for interest and income taxes (in thousands):

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	2014		2013		2012
Interest	$	154,310	$	197,161	$	225,228
Income taxes	$	438,840	$	236,972	$	317,812

Interest paid represents interest payments of HDFS (included in financial services interest expense) and interest payments of the Company (included in interest expense).

3.    Restructuring Expense and Other Impairments

In 2013, the Company completed the activities related to its 2009, 2010, and 2011 Restructuring Plans.

2011 Restructuring Plans

In December 2011, the Company made a decision to cease operations at New Castalloy, its Australian subsidiary and producer of cast motorcycle wheels and wheel hubs, and source those components through other existing suppliers by the end of 2013 (2011 New Castalloy Restructuring Plan). Since 2011, the Company has successfully transitioned a significant amount of wheel production to other existing suppliers. However, during 2013, the Company made a decision to retain limited operations at New Castalloy focused on the production of certain complex, high-finish wheels in a cost-effective and competitive manner. The Company also entered into a new agreement with the unionized labor force at New Castalloy.

In connection with the modified 2011 New Castalloy Restructuring Plan, the New Castalloy workforce was reduced by approximately 100 employees, leaving approximately 100 remaining employees to support ongoing operations. The original plan would have resulted in a workforce reduction of approximately 200 employees.

Under the modified 2011 New Castalloy Restructuring Plan, restructuring expenses consisted of employee severance and termination costs, accelerated depreciation and other related costs. On a cumulative basis, the Company incurred $22.1 million of restructuring expenses under the modified 2011 New Castalloy Restructuring Plan, of which 35% was non-cash. This includes a benefit related to restructuring reserves released in the second quarter of 2013 in connection with the decision to retain a limited operation at the New Castalloy facility, as described above.

In February 2011, the Company’s unionized employees at its facility in Kansas City, Missouri ratified a new seven-year labor agreement. The new agreement took effect on August 1, 2011. The new contract is similar to the labor agreements ratified at the Company’s Wisconsin facilities in September 2010 and its York, Pennsylvania production facility in December 2009, and allows for similar flexibility, increased production efficiency and the addition of a flexible workforce component.

The actions to implement the new ratified labor agreement (2011 Kansas City Restructuring Plan) resulted in approximately 145 fewer full-time hourly unionized employees in its Kansas City facility than would have been required under the previous contract.

Under the 2011 Kansas City Restructuring Plan, restructuring expenses consisted of employee severance and termination costs and other related costs. On a cumulative basis, the Company incurred $6.0 million of restructuring expenses under the 2011 Kansas City Restructuring Plan, of which approximately 10% was non-cash.

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The following table summarizes the Motorcycles segment’s 2011 Kansas City Restructuring Plan and modified 2011 New Castalloy Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the year ended December 31 (in thousands):

	2013
	Kansas City								New Castalloy												Consolidated
	Employee Severance and Termination Costs			Other		Total			Employee Severance and Termination Costs			Accelerated Depreciation			Other			Total			Total
Balance, beginning of period	$	2,259		$	—	$	2,259		$	9,306		$	—		$	145		$	9,451		$	11,710
Restructuring expense	—			—		—			1,480			2,093			1,709			5,282			5,282
Utilized - cash	(1,290		)	—		(1,290		)	(5,369		)	—			—			(5,369		)	(6,659		)
Utilized - non-cash	—			—		—			—			(2,093		)	(1,721		)	(3,814		)	(3,814		)
Non-cash reserve release	(969		)	—		(969		)	(5,369		)	—			—			(5,369		)	(6,338		)
Balance, end of period	$	—		$	—	$	—		$	48		$	—		$	133		$	181		$	181

2010 Restructuring Plan

In September 2010, the Company’s unionized employees in Wisconsin ratified three separate new seven-year labor agreements which took effect in April 2012 when the prior contracts expired. The new contracts are similar to the labor agreement ratified at the Company’s York, Pennsylvania production facility in December 2009 and allow for similar flexibility and increased production efficiency and the addition of a flexible workforce component.

The actions to implement the new ratified labor agreements (2010 Restructuring Plan) resulted in approximately 250 fewer full-time hourly unionized employees in its Milwaukee-area facilities than would have been required under the previous contract and approximately 75 fewer full-time hourly unionized employees in its Tomahawk, Wisconsin facility than would have been required under the previous contract.

Under the 2010 Restructuring Plan, restructuring expenses consisted of employee severance and termination costs and other related costs. On a cumulative basis, the Company incurred $59.2 million of restructuring expenses under the 2010 Restructuring Plan, of which approximately 45% was non-cash.

The following table summarizes the Motorcycles segment’s 2010 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013			2012
	Employee Severance and Termination Costs			Employee Severance and Termination Costs
Balance, beginning of period	$	10,156		$	20,361
Restructuring expense	—			4,005
Utilized – cash	(9,725		)	(12,898		)
Non-cash reserve release	(431		)	(1,312		)
Balance, end of period	$	—		$	10,156

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) that were completed at various dates between 2009 and 2013. The actions were designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations. The Company’s actions included the restructuring and transformation of its York, Pennsylvania production facility including the implementation of a new more flexible unionized labor agreement which allows for the addition of a flexible workforce component; consolidation of facilities related to engine and transmission production; outsourcing of certain distribution and transportation activities and exiting the Buell product line. In addition, the Company completed projects under this plan involving the outsourcing of select information technology activities and the consolidation of an administrative office in Michigan into its corporate headquarters in Milwaukee, Wisconsin.

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The 2009 restructuring plan resulted in a reduction of approximately 2,900 hourly production positions and approximately 800 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment.

Under the 2009 Restructuring Plan, restructuring expenses consisted of employee severance and termination costs, accelerated depreciation on the long-lived assets that were exited as part of the 2009 Restructuring Plan and other related costs. On a cumulative basis, the Company incurred $393.8 million of restructuring and impairment expense under the 2009 Restructuring Plan, of which approximately 30% was non-cash.

The following table summarizes the Motorcycles segment’s 2009 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	5,196		$	—	$	161		$	5,357
Restructuring expense	—			—		907			907
Utilized – cash	(1,645		)	—		(1,068		)	(2,713		)
Noncash reserve release	(1,551		)	—		—			(1,551		)
Balance, end of period	$	2,000		$	—	$	—		$	2,000
	2012
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	10,089		$	—	$	—		$	10,089
Restructuring expense	4,099			—		13,154			17,253
Utilized – cash	(6,566		)	—		(12,993		)	(19,559		)
Noncash reserve release	(2,426		)	—		—			(2,426		)
Balance, end of period	$	5,196		$	—	$	161		$	5,357

Other restructuring costs include items such as the exit costs for terminating supply contracts, lease termination costs and moving costs.

4.    Goodwill

The following table summarizes changes in the carrying amount of goodwill in the Motorcycles segment for the following years ended December 31 (in thousands):

	Motorcycles
Balance, December 31, 2011	$	29,081
Currency translation	449
Balance, December 31, 2012	$	29,530
Currency translation	922
Balance, December 31, 2013	$	30,452
Currency translation	(2,700		)
Balance, December 31, 2014	$	27,752

The Financial Services segment did not have a goodwill balance.

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5.    Finance Receivables

Finance receivables, net at December 31 for the past five years were as follows (in thousands):

	2014			2013			2012			2011			2010
Wholesale
United States	$	903,380		$	800,491		$	776,633		$	778,320		$	735,481
Canada	48,941			44,721			39,771			46,320			78,516
Total wholesale	952,321			845,212			816,404			824,640			813,997
Retail
United States	5,398,006			5,051,245			4,850,450			4,858,781			5,126,699
Canada	209,918			213,799			222,665			228,709			250,462
Total retail	5,607,924			5,265,044			5,073,115			5,087,490			5,377,161
	6,560,245			6,110,256			5,889,519			5,912,130			6,191,158
Allowance for credit losses	(127,364		)	(110,693		)	(107,667		)	(125,449		)	(173,589		)
Total finance receivables, net	$	6,432,881		$	5,999,563		$	5,781,852		$	5,786,681		$	6,017,569

HDFS offers wholesale financing to the Company’s independent dealers. Wholesale loans to dealers are generally secured by financed inventory or property and are originated in the U.S. and Canada.

HDFS provides retail financial services to customers of the Company’s independent dealers in the U.S. and Canada. The origination of retail loans is a separate and distinct transaction between HDFS and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and installment loans. HDFS holds either titles or liens on titles to vehicles financed by promissory notes and installment loans. As of December 31, 2014 and 2013, approximately 12% of gross outstanding finance receivables were originated in Texas; there were no other state that accounted for more than 10%.

Unused lines of credit extended to the Company's wholesale finance customers totaled $1.01 billion at both December 31, 2014 and 2013. Approved but unfunded retail finance loans totaled $168.7 million and $149.8 million at December 31, 2014 and 2013, respectively.

Wholesale finance receivables are related primarily to motorcycles and related parts and accessories sales to independent Harley-Davidson dealers and are generally contractually due within one year. Retail finance receivables are primarily related to sales of motorcycles to the dealers’ customers. On December 31, 2014, contractual maturities of finance receivables were as follows (in thousands):

	United States		Canada		Total
2015	$	1,856,097	$	86,518	$	1,942,615
2016	1,029,075		40,378		1,069,453
2017	1,155,891		45,041		1,200,932
2018	1,259,696		50,243		1,309,939
2019	953,581		36,679		990,260
Thereafter	47,046		—		47,046
Total	$	6,301,386	$	258,859	$	6,560,245

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The allowance for credit losses on finance receivables is comprised of individual components relating to wholesale and retail finance receivables. Changes in the allowance for credit losses on finance receivables by portfolio for the year ended December 31 were as follows (in thousands):

	2014
	Retail			Wholesale		Total
Balance, beginning of period	$	106,063		$	4,630	$	110,693
Provision for credit losses	80,237			709		80,946
Charge-offs	(102,831		)	—		(102,831		)
Recoveries	38,556			—		38,556
Balance, end of period	$	122,025		$	5,339	$	127,364

	2013
	Retail			Wholesale			Total
Balance, beginning of period	$	101,442		$	6,225		$	107,667
Provision for credit losses	61,603			(1,595		)	60,008
Charge-offs	(97,928		)	—			(97,928		)
Recoveries	40,946			—			40,946
Balance, end of period	$	106,063		$	4,630		$	110,693

	2012
	Retail			Wholesale			Total
Balance, beginning of period	$	116,112		$	9,337		$	125,449
Provision for credit losses	25,252			(3,013		)	22,239
Charge-offs	(86,963		)	(99		)	(87,062		)
Recoveries	47,041			—			47,041
Balance, end of period	$	101,442		$	6,225		$	107,667

The allowance for credit losses and finance receivables by portfolio, segregated by those amounts that are individually evaluated for impairment and those that are collectively evaluated for impairment, at December 31 were as follows (in thousands):

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	2014
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	122,025		5,339		127,364
Total allowance for credit losses	$	122,025	$	5,339	$	127,364
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,607,924		952,321		6,560,245
Total finance receivables	$	5,607,924	$	952,321	$	6,560,245
	2013
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	106,063		4,630		110,693
Total allowance for credit losses	$	106,063	$	4,630	$	110,693
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,265,044		845,212		6,110,256
Total finance receivables	$	5,265,044	$	845,212	$	6,110,256

Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the loan agreement. As retail finance receivables are collectively and not individually reviewed for impairment, this portfolio does not have specifically impaired finance receivables. At December 31, 2014 and 2013, there were no wholesale finance receivables that were on non-accrual status or individually deemed to be impaired under ASC Topic 310, “Receivables”.

An analysis of the aging of past due finance receivables at December 31 was as follows (in thousands):

	2014
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,427,719	$	113,007	$	38,486	$	28,712	$	180,205	$	5,607,924
Wholesale	951,660		383		72		206		661		952,321
Total	$	6,379,379	$	113,390	$	38,558	$	28,918	$	180,866	$	6,560,245

	2013
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,094,615	$	109,806	$	36,029	$	24,594	$	170,429	$	5,265,044
Wholesale	844,033		791		181		207		1,179		845,212
Total	$	5,938,648	$	110,597	$	36,210	$	24,801	$	171,608	$	6,110,256

The recorded investment of retail and wholesale finance receivables, excluding non-accrual status finance receivables, that were contractually past due 90 days or more at December 31 for the past five years was as follows (in thousands):

	2014		2013		2012		2011		2010
United States	$	27,800	$	23,770	$	26,500	$	27,171	$	34,391
Canada	1,118		1,031		1,533		1,207		1,351
Total	$	28,918	$	24,801	$	28,033	$	28,378	$	35,742

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A significant part of managing the Company's finance receivable portfolios includes the assessment of credit risk associated with each borrower. As the credit risk varies between the retail and wholesale portfolios, the Company utilizes different credit risk indicators for each portfolio.

The Company manages retail credit risk through its credit approval policy and ongoing collection efforts. The Company uses FICO scores, a standard credit rating measurement, to differentiate the expected default rates of retail credit applicants enabling the Company to better evaluate credit applicants for approval and to tailor pricing according to this assessment. Retail loans with a FICO score of 640 or above at origination are considered prime, and loans with a FICO score below 640 are considered sub-prime. These credit quality indicators are determined at the time of loan origination and are not updated subsequent to the loan origination date.

The recorded investment of retail finance receivables, by credit quality indicator, at December 31 was as follows (in thousands):

	2014		2013
Prime	$	4,435,352	$	4,141,559
Sub-prime	1,172,572		1,123,485
Total	$	5,607,924	$	5,265,044

The Company's credit risk on the wholesale portfolio is different from that of the retail portfolio. Whereas the retail portfolio represents a relatively homogeneous pool of retail finance receivables that exhibit more consistent loss patterns, the wholesale portfolio exposures are less consistent. The Company utilizes an internal credit risk rating system to manage credit risk exposure consistently across wholesale borrowers and individually evaluates credit risk factors for each borrower. The Company uses the following internal credit quality indicators, based on an internal risk rating system, listed from highest level of risk to lowest level of risk, for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon management’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged-off, while the dealers classified as Low Risk are least likely to be charged-off. The internal rating system considers factors such as the specific borrower's ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated on a quarterly basis.

The recorded investment of wholesale finance receivables, by internal credit quality indicator, at December 31 was as follows (in thousands):

	2014		2013
Doubtful	$	954	$	—
Substandard	7,025		8,383
Special Mention	—		2,076
Medium Risk	11,557		5,205
Low Risk	932,785		829,548
Total	$	952,321	$	845,212

6.    Asset-Backed Financing

The Company participates in asset-backed financing through both term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowings because assets are either transferred to consolidated VIEs or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860. See Note 1 for more information on the Company's accounting for asset-backed financings and VIEs.

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The following table shows the assets and liabilities related to the Company's asset-backed financings that were included in its financial statements at December 31 (in thousands):

	2014
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,458,602	$	(32,156	)	$	110,017	$	2,987	$	1,539,450	$	1,271,533
Asset-backed U.S. commercial paper conduit facility	—		—			—		422		422		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	185,099		(2,965		)	12,035		262		194,431		166,912
Total	$	1,643,701	$	(35,121	)	$	122,052	$	3,671	$	1,734,303	$	1,438,445
	2013
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,569,118	$	(31,778	)	$	133,053	$	3,720	$	1,674,113	$	1,256,632
Asset-backed U.S. commercial paper conduit facility	—		—			—		429		429		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	204,092		(3,361		)	11,754		589		213,074		174,241
Total	$	1,773,210	$	(35,139	)	$	144,807	$	4,738	$	1,887,616	$	1,430,873

Term Asset-Backed Securitization VIEs

The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each term asset-backed securitization SPE is a separate legal entity and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the term asset-backed securitization transactions and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. Restricted cash balances held by the SPEs are used only to support the securitizations.

In 2014 and 2013, the Company transferred $924.9 million and $680.6 million, respectively, of U.S. retail motorcycle finance receivables to two separate SPEs. The SPEs in turn issued $850.0 million and $650.0 million, respectively, of secured notes. At December 31, 2014, the Company's consolidated balance sheet included outstanding balances related to the following secured notes with the related maturity dates and interest rates (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
April 2014	$850,000	0.66%	April 2015 - October 2021
April 2013	$650,000	0.57%	May 2014 - December 2020
July 2012	$675,306	0.59%	August 2013 - June 2018
November 2011	$513,300	0.88%	November 2012 - February 2018
August 2011	$573,380	0.76%	September 2012 - August 2017

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In addition to the above transactions, during 2012 the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of the December 2009, August 2011 and November 2011 term asset-backed securitization transactions. These notes were sold at a premium. During 2013, the notes related to the December 2009 term asset-backed securitization transaction were repaid. The August 2011 and November 2011 notes have contractual maturities ranging from January 2019 to April 2019.

Outstanding balances related to the following secured notes were included in the Company's consolidated balance sheet at December 31, 2013 and the Company completed repayment of those balances during 2014 (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
November 2010	$600,000	1.05%	December 2011 - April 2018

For the year ended December 31, 2014 and 2013, the SPEs recorded interest expense on the secured notes of $13.5 million and $14.5 million, respectively, which is included in financial services interest expense. The weighted average interest rate of the outstanding term asset-backed securitization transactions was 0.94% and 0.99% at December 31, 2014 and 2013, respectively.

Asset-Backed U.S. Commercial Paper Conduit Facility VIE

In September 2014, the Company amended and restated its facility (U.S. Conduit) with a third-party bank sponsored asset-backed commercial paper conduit, which provides for a total aggregate commitment of up to $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. Under the facility, the Company may transfer U.S. retail motorcycle finance receivables to a SPE, which in turn may issue debt to third-party bank-sponsored asset-backed commercial paper conduits.

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 Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates plus a program fee based on outstanding principal, 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 U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the U.S. Conduit has an expiration date of October 30, 2015.

The SPE had no borrowings outstanding under the U.S. Conduit at December 31, 2014 or 2013; therefore, these assets are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment of $600.0 million.

For the years ended December 31, 2014 and 2013, the SPE recorded interest expense of $1.1 million and $1.2 million, respectively, related to the unused portion of the total aggregate commitment of $600.0 million. Interest expense on the U.S. Conduit is included in financial services interest expense. There was no weighted average interest rate at December 31, 2014 or 2013 as the Company had no outstanding borrowings under the U.S. Conduit during 2014 or 2013.

Asset-Backed Canadian Commercial Paper Conduit Facility

In June 2014, the Company amended its revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables from the Company for proceeds up to C$200 million. The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the Canadian Conduit expires on June 30, 2015. The contractual maturity of the debt is approximately 5 years.

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During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables for proceeds of $85.0 million and $88.6 million, respectively. This transaction is treated as a secured borrowing, and the transferred assets are restricted as collateral for payment of the debt.

For the years ended December 31, 2014 and 2013, the Company recorded interest expense of $3.5 million and $3.4 million, respectively, on the secured notes. Interest expense on the Canadian Conduit is included in financial services interest expense. The weighted average interest rate of the outstanding Canadian Conduit was 2.03% at both December 31, 2014 and 2013.

As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, is $27.5 million at December 31, 2014. The maximum exposure is not an indication of the Company's expected loss exposure.

7.     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 required by particular events or circumstances. In determining the 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. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Foreign currency exchange contracts are valued using publicly quoted spot and forward prices; commodity contracts are valued using publicly quoted prices, where available, or dealer quotes; interest rate swaps are valued using publicized swap curves; and investments in marketable securities and cash equivalents are valued using publicly quoted prices.

Level 3 inputs are not observable in the market and include management's 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 following tables.

Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31 (in thousands):

	Balance as of 2014		Quoted Prices  in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	737,024	$	482,686	$	254,338	$	—
Marketable securities	91,140		33,815		57,325		—
Derivatives	32,244		—		32,244		—
Total	$	860,408	$	516,501	$	343,907	$	—
Liabilities:
Derivatives	$	2,027	$	—	$	2,027	$	—

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	Balance as of 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	836,387	$	516,173	$	320,214	$	—
Marketable securities	129,181		30,172		99,009		—
Derivatives	1,932		—		1,932		—
Total	$	967,500	$	546,345	$	421,155	$	—
Liabilities:
Derivatives	$	3,925	$	—	$	3,925	$	—

Nonrecurring Fair Value Measurements

Repossessed inventory is recorded at the lower of cost or net realizable value through a nonrecurring fair value measurement. The nonrecurring fair value measurement represents the loss recognized to adjust the related finance receivable to the fair value of the repossessed inventory. Repossessed inventory was $13.4 million and $13.8 million at December 31, 2014 and 2013, for which the fair value adjustment was $5.0 million and $6.6 million at December 31, 2014 and 2013, respectively. Fair value is estimated using level 2 inputs based on the recent market values of repossessed inventory.

8.     Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables, net, trade payables, debt, foreign currency contracts and interest rate swaps (derivative instruments are discussed further in Note 9). 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 Company’s financial instruments at December 31 (in thousands):

	2014				2013
	Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	906,680	$	906,680	$	1,066,612	$	1,066,612
Marketable securities	$	91,140	$	91,140	$	129,181	$	129,181
Accounts receivable, net	$	247,621	$	247,621	$	261,065	$	261,065
Derivatives	$	32,244	$	32,244	$	1,932	$	1,932
Finance receivables, net	$	6,519,500	$	6,432,881	$	6,086,441	$	5,999,563
Restricted cash	$	122,052	$	122,052	$	144,807	$	144,807
Liabilities:
Accounts payable	$	196,868	$	196,868	$	239,794	$	239,794
Derivatives	$	2,027	$	2,027	$	3,925	$	3,925
Unsecured commercial paper	$	731,786	$	731,786	$	666,317	$	666,317
Asset-backed Canadian commercial paper conduit facility	$	166,912	$	166,912	$	174,241	$	174,241
Medium-term notes	$	3,502,536	$	3,334,398	$	3,087,852	$	2,858,980
Senior unsecured notes	$	—	$	—	$	305,958	$	303,000
Term asset-backed securitization debt	$	1,270,656	$	1,271,533	$	1,259,314	$	1,256,632

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – With the exception of certain cash equivalents, the carrying value of these items in the financial statements is based on 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. Fair value is based on Level 1 or Level 2 inputs.

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Marketable Securities – The carrying value of marketable securities in the financial statements is based on fair value. The fair value of marketable securities is determined primarily based quoted prices for identical instruments or on quoted market prices of similar financial assets. Fair value is based on Level 1 or Level 2 inputs.

Finance Receivables, Net – The carrying value of retail and wholesale finance receivables in the financial statements is amortized 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 that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.

Derivatives – Foreign currency exchange contracts and commodity contracts are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of foreign currency exchange and commodity contracts is determined using publicly quoted prices. Fair value is calculated using Level 2 inputs.

Debt – The carrying value of debt in the financial statements is generally amortized cost. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.

The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.

The fair values of the medium-term notes are estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the senior unsecured notes is estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.

9.     Derivative Instruments and Hedging Activities

The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative 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 8). In accordance with ASC Topic 815, "Derivatives and Hedging," 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 instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that 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 country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company’s most significant foreign currency risk relates to the Euro, the Australian dollar, Japanese yen and the Brazilian real. The Company utilizes foreign currency contracts to mitigate the effect of fluctuations in these currencies 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 commodity contracts to hedge portions of the cost of certain commodities consumed in the Company’s motorcycle production and distribution operations.

The Company’s foreign currency contracts and commodity contracts generally have maturities of less than one year.

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The Company’s earnings are affected by changes in interest rates. The Company utilized 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. The interest rate swaps expired during the second quarter of 2013, and as of December 31, 2013, there were no interest rate swaps outstanding.

The following tables summarize the fair value of the Company’s derivative financial instruments at December 31 (in thousands):

	2014						2013
Derivatives Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value(a)		Liability Fair Value(b)
Foreign currency contracts(c)	$	339,077	$	32,244	$	—	$	299,550	$	1,672	$	3,842
Commodities contracts(c)	1,728		—		414		1,286		76		—
Total	$	340,805	$	32,244	$	414	$	300,836	$	1,748	$	3,842
	2014						2013
Derivatives Not Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value(a)		Liability Fair Value(b)
Commodities contracts	$	11,804	$	—	$	1,613	$	9,855	$	184	$	83
Total	$	11,804	$	—	$	1,613	$	9,855	$	184	$	83

(a) Included in other current assets

(b) Included in accrued liabilities

(c) Derivative designated as a cash flow hedge

The following tables summarize the amount of gains and losses for the following years ended December 31 related to derivative financial instruments designated as cash flow hedges (in thousands):

	Amount of Gain/(Loss) Recognized in OCI, before tax
Cash Flow Hedges	2014			2013			2012
Foreign currency contracts	$	47,037		$	3,468		$	(344	)
Commodities contracts	(262		)	39			(427		)
Interest rate swaps – unsecured commercial paper	—			(2		)	(43		)
Total	$	46,775		$	3,505		$	(814	)

	Amount of Gain/(Loss) Reclassified from AOCL into Income
Cash Flow Hedges	2014		2013			2012			Expected to be Reclassified Over the Next Twelve Months
Foreign currency contracts(a)	$	13,635	$	482		$	18,586		$	30,658
Commodities contracts(a)	228		(51		)	(705		)	(414		)
Interest rate swaps – unsecured commercial paper(b)	—		(345		)	(2,542		)	—
Total	$	13,863	$	86		$	15,339		$	30,244

(a) Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold.

(b) Gain/(loss) reclassified from AOCL to income is included in financial services interest expense.

For the years ended December 31, 2014 and 2013, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.

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The following table summarizes the amount of gains and losses for the years ended December 31 related to derivative financial instruments not designated as hedging instruments (in thousands):

	Amount of Gain/(Loss) Recognized in Income on Derivative
Derivatives not Designated as Hedges	2014			2013			2012
Commodities contracts(a)	$	(1,969	)	$	(572	)	$	(535	)
Total	$	(1,969	)	$	(572	)	$	(535	)

(a) Gain/(loss) recognized in income is included in cost of goods sold.

10.    Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss (AOCL) for the years ended December 31 (in thousands):

	2014
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	33,326		$	(276	)	$	(1,680	)	$	(364,046	)	$	(332,676	)
Other comprehensive (loss) income before reclassifications	(50,310		)	(673		)	46,775			(301,832		)	(306,040		)
Income tax	13,502			249			(17,325		)	111,799			108,225
Net other comprehensive (loss) income before reclassifications	(36,808		)	(424		)	29,450			(190,033		)	(197,815		)
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(13,635		)	—			(13,635		)
Realized (gains) losses - commodities contracts(a)	—			—			(228		)	—			(228		)
Prior service credits(c)	—			—			—			(2,734		)	(2,734		)
Actuarial losses(c)	—			—			—			41,292			41,292
Total before tax	—			—			(13,863		)	38,558			24,695
Income tax expense (benefit)	—			—			5,135			(14,282		)	(9,147		)
Net reclassifications	—			—			(8,728		)	24,276			15,548
Other comprehensive (loss) income	(36,808		)	(424		)	20,722			(165,757		)	(182,267		)
Balance, end of period	$	(3,482	)	$	(700	)	$	19,042		$	(529,803	)	$	(514,943	)

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	2013
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	51,335		$	677		$	(3,837	)	$	(655,853	)	$	(607,678	)
Other comprehensive (loss) income before reclassifications	(20,192		)	(1,514		)	3,505			398,430			380,229
Income tax	2,183			561			(1,298		)	(147,578		)	(146,132		)
Net other comprehensive (loss) income before reclassifications	(18,009		)	(953		)	2,207			250,852			234,097
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(482		)	—			(482		)
Realized (gains) losses - commodities contracts(a)	—			—			51			—			51
Realized (gains) losses - interest rate swaps(b)	—			—			345			—			345
Prior service credits(c)	—			—			—			(2,107		)	(2,107		)
Actuarial losses(c)	—			—			—			67,157			67,157
Total before tax	—			—			(86		)	65,050			64,964
Income tax expense (benefit)	—			—			36			(24,095		)	(24,059		)
Net reclassifications	—			—			(50		)	40,955			40,905
Other comprehensive (loss) income	(18,009		)	(953		)	2,157			291,807			275,002
Balance, end of period	$	33,326		$	(276	)	$	(1,680	)	$	(364,046	)	$	(332,676	)

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	2012
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	49,935		$	327		$	6,307		$	(533,302	)	$	(476,733	)
Other comprehensive income (loss) before reclassifications	2,212			556			(814		)	(251,291		)	(249,337		)
Income tax	(812		)	(206		)	301			93,078			92,361
Net other comprehensive income (loss) before reclassifications	1,400			350			(513		)	(158,213		)	(156,976		)
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(18,586		)	—			(18,586		)
Realized (gains) losses - commodities contracts(a)	—			—			705			—			705
Realized (gains) losses - interest rate swaps(b)	—			—			2,542			—			2,542
Prior service credits(c)	—			—			—			(895		)	(895		)
Actuarial losses(c)	—			—			—			51,295			51,295
Curtailment and settlement losses	—			—			—			6,242			6,242
Total before tax	—			—			(15,339		)	56,642			41,303
Income tax expense (benefit)	—			—			5,708			(20,980		)	(15,272		)
Net reclassifications	—			—			(9,631		)	35,662			26,031
Other comprehensive income (loss)	1,400			350			(10,144		)	(122,551		)	(130,945		)
Balance, end of period	$	51,335		$	677		$	(3,837	)	$	(655,853	)	$	(607,678	)

(a) Amounts reclassified to net income are included in motorcycles and related products cost of goods sold.

(b) Amounts reclassified to net income are presented in financial services interest expense.

(c) Amounts reclassified are included in the computation of net periodic cost. See Note 13 for information related to pension and postretirement benefit plans.

11.    Debt

Debt with contractual terms less than one year is generally classified as short-term debt and consisted of the following as of December 31 (in thousands):

	2014		2013
Unsecured commercial paper	$	731,786	$	666,317

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Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following as of December 31 (in thousands):

	2014			2013
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	166,912		$	174,241
Term asset-backed securitization debt	1,271,533			1,256,632
Unsecured notes
5.75% Medium-term notes due in 2014 ($500.0 million par value)	—			499,866
1.15% Medium-term notes due in 2015 ($600.0 million par value)	599,817			599,543
3.88% Medium-term notes due in 2016 ($450.0 million par value)	449,937			449,883
2.70% Medium-term notes due in 2017 ($400.0 million par value)	399,963			399,946
1.55% Medium-term notes due in 2017 ($400.0 million par value)	399,464			—
6.80% Medium-term notes due in 2018 ($888.0 million par value)	887,381			909,742
2.40% Medium-term notes due in 2019 ($600.0 million par value)	597,836			—
15.00% Senior unsecured notes due in 2014 ($600.0 million par value)	—			303,000
Gross long-term debt	4,772,843			4,592,853
Less: current portion of long-term debt	(1,011,315		)	(1,176,140		)
Long-term debt	$	3,761,528		$	3,416,713

Commercial paper maturities may range up to 365 days from the issuance date. The weighted-average interest rate of outstanding commercial paper balances was 0.30% and 0.23% at December 31, 2014 and 2013, respectively.

On April 7, 2014, the Company entered into a new $675.0 millionfive-year credit facility to refinance and replace a $675 million four-year credit facility that was due to mature in April 2015. The new five-year credit facility matures in April 2019. The Company also has a $675.0 million five-year credit facility which matures in April 2017. The new five-year credit facility and the existing five-year credit facility (together, the Global Credit Facilities) bear interest at various variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support the Company's unsecured commercial paper program. At December 31, 2014 and 2013, the Company had no outstanding borrowings under the Global Credit Facilities.

In September 2014, the Company amended and restated its revolving facility (U.S. Conduit) with an asset-backed U.S. commercial paper conduit which provides for a total aggregate commitment of $600.0 million. At December 31, 2014 and 2013, the Company had no outstanding borrowings under the U.S. Conduit. Refer to Note 6 for further discussion on the U.S. Conduit.

In June 2014, the Company amended its revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase from the Company eligible Canadian retail motorcycle financial receivables for proceeds up to C$200 million. During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables for proceeds of $85.0 million and $88.6 million, respectively. Approximately $44.6 million and $38.6 million of the debt was classified as current portion of long-term debt at December 31, 2014 and 2013. Refer to Note 6 for further discussion on the Canadian Conduit.

During 2014, the Company issued $850.0 million of secured notes through one term asset-backed securitization transaction. During 2013, the Company issued $650.0 million of secured notes through one term asset-backed securitization transaction. Additionally, during 2012, the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of the December 2009, August 2011, and November 2011 term asset-backed securitization transactions. These notes were sold at a premium, and at December 31, 2014 and 2013, the unaccreted premium associated with these notes was $0.2 million and $0.5 million, respectively. Approximately $366.9 million and $334.6 million of the obligations under the secured notes were classified as current at December 31, 2014 and 2013, respectively, based on the contractual maturities of the restricted finance receivables. The term-asset backed securitization transactions are further discussed in Note 6.

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In September 2014, the Company issued $600 million of medium-term notes which mature in September 2019 and have an annual interest rate of 2.40%. In November 2014, the Company issued $400 million of medium-term notes which mature in November 2017 and have an annual interest rate of 1.55%. There were no medium-term note issuances during 2013. All of the Company's medium-term notes (collectively, the Notes) provide for semi-annual interest payments and principal due at maturity. Unamortized discounts on the Notes reduced the balance by $3.6 million and $1.5 million at December 31, 2014 and 2013, respectively.

During 2014, 2013, and 2012, the Company repurchased an aggregate of $22.6 million, $23.0 million, and $16.6 million respectively, of its 6.80% medium-term notes which mature in June 2018. As a result, the Company recognized in financial services interest expense $3.9 million, $4.9 million, and $4.3 million of loss on extinguishment of debt, respectively, which included unamortized discounts and fees. During December 2014, $500.0 million of 5.75% medium-term notes matured, and the principal and accrued interest were paid in full. During December 2013, $400.0 million of the 5.25% medium-term notes matured, and the principal and accrued interest were paid in full.

In February 2009, the Company issued $600.0 million of senior unsecured notes in an underwritten offering. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. The senior unsecured notes mature in February 2014 and had an annual interest rate of 15%. During the fourth quarter of 2010, the Company repurchased $297.0 million of the $600.0 million senior unsecured notes and the remaining $303.0 million was repaid at maturity in February 2014.

HDFS and the Company are subject to various operating and financial covenants related to the Global Credit Facilities and various operating covenants under the Notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operational covenants limit the Company’s and HDFS’ ability to:

• assume or incur certain liens;

• participate in certain mergers, consolidations, liquidations or dissolutions; and

• purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the consolidated debt to equity ratio of HDFS cannot exceed 10.0 to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and equity, in each case excluding the debt of HDFS and its subsidiaries, cannot exceed 0.65 to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the Notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

At December 31, 2014 and 2013, HDFS and the Company remained in compliance with all of these covenants.

12.    Income Taxes

Provision for income taxes for the years ended December 31 consists of the following (in thousands):

	2014			2013			2012
Current:
Federal	$	394,904		$	281,938		$	191,006
State	30,997			23,701			4,221
Foreign	20,429			22,093			13,189
	446,330			327,732			208,416
Deferred:
Federal	(5,743		)	51,509			121,934
State	(3,155		)	(1,471		)	7,697
Foreign	1,277			2,542			(460		)
	(7,621		)	52,580			129,171
Total	$	438,709		$	380,312		$	337,587

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The components of income before income taxes for the years ended December 31 were as follows (in thousands):

	2014		2013		2012
Domestic	$	1,196,335	$	1,042,317	$	946,592
Foreign	86,985		71,988		14,920
Total	$	1,283,320	$	1,114,305	$	961,512

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 December 31:

	2014		2013		2012
Provision at statutory rate	35.0	%	35.0	%	35.0	%
State taxes, net of federal benefit	1.7		1.6		1.6
Domestic manufacturing deduction	(2.1	)	(1.7	)	(1.6	)
Research and development credit	(0.4	)	(0.9	)	—
Unrecognized tax benefits including interest and penalties	0.2		0.9		0.1
Valuation allowance adjustments	(0.1	)	(0.3	)	(0.3	)
Tax audit settlements	—		0.1		(0.1	)
Adjustments for previously accrued taxes	(0.3	)	(0.2	)	(0.4	)
Other	0.2		(0.4	)	0.8
Provision for income taxes	34.2	%	34.1	%	35.1	%

The principal components of the Company’s deferred tax assets and liabilities as of December 31 include the following (in thousands):

	2014			2013
Deferred tax assets:
Accruals not yet tax deductible	$	120,817		$	128,307
Pension and postretirement benefit plan obligations	104,723			5,192
Stock compensation	21,089			22,370
Net operating loss carryforward	41,927			40,530
Valuation allowance	(25,462		)	(21,818		)
Other, net	38,465			37,034
	301,559			211,615
Deferred tax liabilities:
Depreciation, tax in excess of book	(128,117		)	(119,916		)
Other	(5,691		)	(34,234		)
	(133,808		)	(154,150		)
Total	$	167,751		$	57,465

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 negative evidence such as tax law changes. Since future financial results and tax law may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

At December 31, 2014, the Company had approximately $365.0 million state net operating loss carry-forwards expiring in 2031. At December 31, 2014 the Company also had Wisconsin research and development credit carryforwards of $13.7 million expiring in 2028. The Company had a deferred tax asset of $27.8 million as of December 31, 2014 for the benefit of these losses and credits. A valuation allowance of $4.8 million has been established against the deferred tax asset.

The Company has foreign net operating losses (NOL) totaling $14.2 million as of December 31, 2014. It has a valuation allowance of $20.7 million against the NOLs as well as other associated deferred tax assets.

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The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):

	2014			2013
Unrecognized tax benefits, beginning of period	$	63,057		$	48,752
Increase in unrecognized tax benefits for tax positions taken in a prior period	900			9,713
Decrease in unrecognized tax benefits for tax positions taken in a prior period	(4,989		)	(4,335		)
Increase in unrecognized tax benefits for tax positions taken in the current period	5,876			11,142
Statute lapses	—			(336		)
Settlements with taxing authorities	(644		)	(1,879		)
Unrecognized tax benefits, end of period	$	64,200		$	63,057

The amount of unrecognized tax benefits as of December 31, 2014 that, if recognized, would affect the effective tax rate was $48.7 million.

The total gross amount of expense related to interest and penalties associated with unrecognized tax benefits recognized during 2014 in the Company’s Consolidated Statements of Income was $0.9 million.

The total gross amount of interest and penalties associated with unrecognized tax benefits recognized at December 31, 2014 in the Company’s Consolidated Balance Sheets was $25.3 million.

The Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits related to continuing operations during the fiscal year ending December 31, 2015. However, the Company is under regular audit by tax authorities. The Company believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provision includes amounts sufficient to pay any assessments. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

The Company or one of its subsidiaries files income tax returns in the United States federal and Wisconsin state jurisdictions and various other state and foreign jurisdictions. The Company is no longer subject to income tax examinations for Wisconsin state income taxes before 2010 or for United States federal income taxes before 2012.

13.    Employee Benefit Plans and Other Postretirement Benefits

The Company has a qualified defined benefit pension plan and several postretirement healthcare benefit plans, which cover 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. During 2012, the Company consolidated four qualified defined benefit pension plans into its current single qualified pension plan. The consolidation had no impact on participant benefits.

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.

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Obligations and Funded Status:

The following table provides the changes in the benefit obligations, fair value of plan assets and funded status of the Company’s pension, SERPA and postretirement healthcare plans as of the Company’s December 31, 2014 and 2013 measurement dates (in thousands):

	Pension and SERPA Benefits						Postretirement Healthcare Benefits
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation, beginning of period	$	1,714,650		$	1,871,575		$	366,524		$	403,227
Service cost	31,498			35,987			7,015			7,858
Interest cost	86,923			79,248			16,878			15,599
Actuarial (gains) losses	309,542			(199,408		)	(2,870		)	(33,729		)
Plan participant contributions	—			—			2,368			2,609
Benefits paid, net of Medicare Part D subsidy	(72,633		)	(72,752		)	(28,909		)	(29,040		)
Benefit obligation, end of period	2,069,980			1,714,650			361,006			366,524
Change in plan assets:
Fair value of plan assets, beginning of period	1,920,601			1,539,018			147,875			123,106
Actual return on plan assets	143,040			277,388			8,965			24,769
Company contributions	1,638			176,947			28,048			27,849
Plan participant contributions	—			—			2,368			2,609
Benefits paid	(72,633		)	(72,752		)	(30,416		)	(30,458		)
Fair value of plan assets, end of period	1,992,646			1,920,601			156,840			147,875
Funded status of the plans, December 31	$	(77,334	)	$	205,951		$	(204,166	)	$	(218,649	)
Amounts recognized in the Consolidated Balance Sheets, December 31:
Prepaid benefit costs (long-term assets)	$	—		$	244,871		$	—		$	—
Accrued benefit liability (current liabilities)	(1,148		)	(2,549		)	(1,160		)	(2,484		)
Accrued benefit liability (long-term liabilities)	(76,186		)	(36,371		)	(203,006		)	(216,165		)
Net amount recognized	$	(77,334	)	$	205,951		$	(204,166	)	$	(218,649	)

Benefit Costs:

Components of net periodic benefit costs for the years ended December 31 (in thousands):

	Pension and SERPA Benefits									Postretirement Healthcare Benefits
	2014			2013			2012			2014			2013			2012
Service cost	$	31,498		$	35,987		$	33,681		$	7,015		$	7,858		$	7,413
Interest cost	86,923			79,248			83,265			16,878			15,599			18,310
Expected return on plan assets	(136,734		)	(127,327		)	(117,110		)	(10,429		)	(9,537		)	(9,423		)
Amortization of unrecognized:
Prior service cost (credit)	1,119			1,746			2,958			(3,853		)	(3,853		)	(3,853		)
Net loss	36,563			58,608			43,874			4,729			8,549			7,421
Settlement loss	—			—			6,242			—			—			—
Net periodic benefit cost	$	19,369		$	48,262		$	52,910		$	14,340		$	18,616		$	19,868

Net periodic benefit costs are allocated among selling, administrative and engineering expense, cost of goods sold and inventory.

The expected return on plan assets is calculated based on the market-related value of plan assets. The market-related value of plan assets is different from the fair value in that asset gains/losses are smoothed over a five year period. 

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Unrecognized gains and losses related to plan obligations and assets are initially recorded in other comprehensive income and result from actual experience that differs from assumed or expected results, and the impacts of changes in assumptions. Unrecognized plan asset gains and losses not yet reflected in the market-related value of plan assets are not subject to amortization. Remaining unrecognized gains and losses that exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets are amortized to earnings over the estimated future service period of active plan participants. The impacts of plan amendments, if any, are amortized over the estimated future service period of plan participants at the time of the amendment.

Amounts included in accumulated other comprehensive income, net of tax, at December 31, 2014 which have not yet been recognized in net periodic benefit cost are as follows (in thousands):

	Pension and SERPA Benefits		Postretirement Healthcare Benefits			Total
Prior service cost (credit)	$	1,685	$	(11,070	)	$	(9,385	)
Net actuarial loss	488,080		51,108			539,188
Total	$	489,765	$	40,038		$	529,803

Amounts expected to be recognized in net periodic benefit cost, net of tax, during the year ended December 31, 2015 are as follows (in thousands):

	Pension and SERPA Benefits		Postretirement Healthcare Benefits			Total
Prior service cost (credit)	$	274	$	(2,025	)	$	(1,751	)
Net actuarial loss	34,445		2,501			36,946
Total	$	34,719	$	476		$	35,195

Assumptions:

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost at December 31 were as follows:

	Pension and SERPA Benefits						Postretirement Healthcare Benefits
	2014		2013		2012		2014		2013		2012
Assumptions for benefit obligations:
Discount rate	4.21	%	5.08	%	4.23	%	3.99	%	4.70	%	3.93	%
Rate of compensation	4.00	%	4.00	%	4.00	%	n/a		n/a		n/a
Assumptions for net periodic benefit cost:
Discount rate	5.08	%	4.23	%	5.30	%	4.70	%	3.93	%	4.90	%
Expected return on plan assets	7.75	%	7.75	%	7.80	%	7.70	%	8.00	%	8.00	%
Rate of compensation increase	4.00	%	4.00	%	3.49	%	n/a		n/a		n/a

Pension and SERPA Accumulated Benefit Obligation:

The Company’s pension and SERPA plans have a separately determined accumulated benefit obligation (ABO) and plan asset value. The ABO is the actuarial present value of benefits based on service rendered and current and past compensation levels. This differs from the projected benefit obligation (PBO) in that it includes no assumption about future compensation levels. The total ABO for all the Company’s pension and SERPA plans combined was $1.92 billion and $1.60 billion as of December 31, 2014 and 2013, respectively.

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The Company pension plan did not have a PBO in excess of plan assets at December 31, 2013. The following table summarizes information related to Company pension plan with a PBO in excess of the fair value of plan assets at December 31, 2014 (in billions):

	2014
Pension plan with PBOs in excess of fair value of plan assets:
PBO	$	2.02
Fair value of plan assets	$	1.99
Number of plans	1

The Company pension plan did not have an ABO in excess of fair value at December 31, 2014 and 2013.

The Company’s SERPA plans, which can only be funded as claims are paid, had projected and accumulated benefit obligations of $46.6 million and $33.6 million, respectively, as of December 31, 2014 and $38.9 million and $25.8 million, respectively, as of December 31, 2013.

Plan Assets:

Pension Plan Assets - The Company’s investment objective is to ensure assets are sufficient to pay benefits while mitigating the volatility of retirement plan assets or liabilities recorded in the balance sheet. The Company mitigates volatility through asset diversification and partial asset/liability matching. The investment portfolio for the Company's pension plan assets contains a diversified blend of equity and fixed-income investments. The Company’s current overall targeted asset allocation as a percentage of total market value was approximately 65% equities and 35% fixed-income. Assets are rebalanced regularly to keep the actual allocation in line with targets. Equity holdings primarily include investments in small-, medium- and large-cap companies in the U.S. (including Company stock), investments in developed and emerging foreign markets and other investments such as private equity and real estate. Fixed-income holdings consist of U.S. government and agency securities, state and municipal bonds, corporate bonds from diversified industries and foreign obligations. In addition, cash equivalent balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews.

Postretirement Healthcare Plan Assets - The Company's investment objective is to maximize the return on assets to help pay the benefits by prudently investing in equities, fixed income and alternative assets. The Company's current overall targeted asset allocation as a percentage of total market value was approximately 69% equities and 31% fixed-income. Equity holdings primarily include investments in small-, medium-, and large-cap companies in the U.S., investments in developed and emerging foreign markets and alternative investments such as private equity and real estate. Fixed-income holdings consist of U.S. government and agency securities, state and municipal bonds, corporate bonds from diversified industries and foreign obligations. In addition, cash equivalent balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews.

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The following tables present the fair values of the plan assets related to the Company’s pension and postretirement healthcare plans within the fair value hierarchy as defined in Note 7.

The fair values of the Company’s pension plan assets as of December 31, 2014 were as follows (in thousands):

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	38,131	$	2,965	$	35,166	$	—
Equity holdings:
U.S. companies	625,174		620,964		4,210		—
Foreign companies	109,088		109,088		—		—
Harley-Davidson common stock	83,942		83,942		—		—
Pooled equity funds	323,613		323,613		—		—
Limited partnership interests	31,227		140		1		31,086
Total equity holdings	1,173,044		1,137,747		4,211		31,086
Fixed-income holdings:
U.S. Treasuries	51,375		51,375		—		—
Federal agencies	45,282		—		45,282		—
Corporate bonds	376,454		—		376,454		—
Pooled fixed income funds	236,024		52,335		183,689		—
Foreign bonds	58,956		—		58,956		—
Municipal bonds	13,380		—		13,380		—
Total fixed-income holdings	781,471		103,710		677,761		—
Total pension plan assets	$	1,992,646	$	1,244,422	$	717,138	$	31,086

Included in the pension plan assets are 1,273,592 shares of the Company’s common stock with a market value of $83.9 million at December 31, 2014.

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Limited Partnership Interests
Balance, beginning of period	$	34,234
Actual return on plan assets:
Relating to assets still held at the reporting date	(3,178		)
Purchases, sales and settlements	30
Balance, end of period	$	31,086

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The fair values of the Company’s postretirement healthcare plan assets as of December 31, 2014, were as follows (in thousands):

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	8,033	$	7,278	$	755	$	—
Equity holdings:
U.S. companies	75,349		75,349		—		—
Foreign companies	15,571		15,050		521		—
Pooled equity funds	19,138		19,138		—		—
Limited partnership interests	3,884		15		—		3,869
Total equity holdings	113,942		109,552		521		3,869
Fixed-income holdings:
U.S. Treasuries	11,457		11,457		—		—
Federal agencies	1,876		—		1,876		—
Corporate bonds	11,549		—		11,549		—
Pooled fixed income funds	8,996		—		8,996		—
Foreign bonds	770		—		770		—
Municipal bonds	217		—		217		—
Total fixed-income holdings	34,865		11,457		23,408		—
Total postretirement healthcare plan assets	$	156,840	$	128,287	$	24,684	$	3,869

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Limited Partnership Interests
Balance, beginning of period	$	—
Actual return on plan assets:
Relating to assets still held at the reporting date	(178		)
Purchases, sales and settlements	4,047
Balance, end of period	$	3,869

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The fair values of the Company’s pension plan assets as of December 31, 2013 were as follows (in thousands):

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	40,578	$	—	$	40,578	$	—
Equity holdings:
U.S. companies	519,405		516,444		2,961		—
Foreign companies	125,361		125,320		41		—
Harley-Davidson common stock	88,184		88,184		—		—
Pooled equity funds	558,004		558,004		—		—
Limited partnership interests	34,234		—		—		34,234
Total equity holdings	1,325,188		1,287,952		3,002		34,234
Fixed-income holdings:
U.S. Treasuries	34,044		34,044		—		—
Federal agencies	33,250		—		33,250		—
Corporate bonds	223,992		—		223,992		—
Pooled fixed income funds	212,465		51,959		160,506		—
Foreign bonds	40,885		—		40,885		—
Municipal bonds	10,199		—		10,199		—
Total fixed-income holdings	554,835		86,003		468,832		—
Total pension plan assets	$	1,920,601	$	1,373,955	$	512,412	$	34,234

Included in the pension plan assets are 1,273,592 shares of the Company’s common stock with a market value of $88.2 million at December 31, 2013.

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2013 (in thousands):

	Total			Limited Partnership Interests			Other
Balance, beginning of period	$	36,582		$	35,954		$	628
Actual return on plan assets:
Relating to assets still held at the reporting date	2,951			2,951			—
Purchases, sales and settlements	(5,299		)	(4,671		)	(628		)
Balance, end of period	$	34,234		$	34,234		$	—

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The fair values of the Company’s postretirement healthcare plan assets, which did not contain any Level 3 assets, as of December 31, 2013, were as follows (in thousands):

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Cash and cash equivalents	$	8,402	$	—	$	8,402
Equity holdings:
U.S. companies	29,365		29,365		—
Foreign companies	18,010		17,630		380
Pooled equity funds	61,134		61,134		—
Total equity holdings	108,509		108,129		380
Fixed-income holdings:
U.S. Treasuries	9,488		9,488		—
Federal agencies	2,579		—		2,579
Corporate bonds	8,685		—		8,685
Pooled fixed income funds	8,977		—		8,977
Foreign bonds	941		—		941
Municipal bonds	294		—		294
Total fixed-income holdings	30,964		9,488		21,476
Total postretirement healthcare plan assets	$	147,875	$	117,617	$	30,258

No plan assets are expected to be returned to the Company during the fiscal year ending December 31, 2015.

For 2015, the Company’s overall expected long-term rate of return is 7.75% for pension assets and 7.70% for postretirement healthcare plan assets. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based on historical returns adjusted to reflect the current view of the long-term investment market.

Postretirement Healthcare Cost:

The weighted-average healthcare cost trend rate used in determining the accumulated postretirement benefit obligation of the healthcare plans was as follows:

	2014		2013
Healthcare cost trend rate for next year	8.0	%	8.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate rate)	5.0	%	5.0	%
Year that the rate reaches the ultimate trend rate	2021		2021

This healthcare cost trend rate assumption can have a significant effect on the amounts reported. A one-percentage-point change in the assumed healthcare cost trend rate would have the following effects (in thousands):

	One Percent Increase		One Percent Decrease
Total of service and interest cost components in 2014	$	747	$	(726	)
Accumulated benefit obligation as of December 31, 2014	$	12,909	$	(12,001	)

Future Contributions and Benefit Payments:

No pension plan contributions are required in 2015. The Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans in 2015⁽¹⁾.

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The expected benefit payments and Medicare subsidy receipts for the next five years and thereafter were as follows (in thousands):

	Pension Benefits		SERPA Benefits		Postretirement Healthcare Benefits		Medicare Subsidy Receipts
2015	$	70,191	$	1,148	$	30,123	$	1,380
2016	$	71,110	$	4,064	$	28,455	$	—
2017	$	72,624	$	1,872	$	28,035	$	—
2018	$	74,515	$	1,793	$	26,964	$	—
2019	$	77,117	$	2,432	$	26,009	$	—
2020-2024	$	454,102	$	16,577	$	128,686	$	—

Defined Contribution Plans:

The Company has various defined contribution benefit plans that in total cover substantially all full-time employees. Employees can make voluntary contributions in accordance with the provisions of their respective plan, which includes a 401(k) tax deferral option. The Company expensed $18.1 million, $14.9 million and $15.3 million for Company contributions during 2014, 2013 and 2012, respectively.

14.    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 $12.0 million, $12.5 million and $13.5 million for 2014, 2013 and 2012, respectively.

Future minimum operating lease payments at December 31, 2014 were as follows (in thousands):

2015	$	12,309
2016	9,342
2017	6,983
2018	5,535
2019	5,278
After 2019	15,955
Total operating lease payments	$	55,402

15.    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

In December 2009, the Company 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 promptly submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. Since that time, the EPA has delivered various additional requests for information to which the Company has responded. It is probable that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine and/or other relief. The Company has a reserve associated with this matter which is included in accrued liabilities in the Consolidated Balance Sheet. However, given the uncertainty that still exists concerning the resolution of this matter, there is a possibility that the actual loss incurred may be materially different than the Company’s current reserve. At this time, the Company cannot reasonably estimate the impact of any remedies the EPA might seek beyond the Company's current reserve for this matter, if any.

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York Environmental Matters:

The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy, and the parties amended the Agreement in 2013 to address ordnance and explosive waste.

The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of future costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.

The Company has a reserve for its estimate of its share of the future Response Costs at the York facility which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.⁽¹⁾ As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS or otherwise at the York facility, the Company is unable to make a reasonable estimate of those additional costs, if any, that may result.

The estimate of the Company’s future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities. Response Costs are expected to be paid primarily over a period of several years ending in 2017 although certain Response Costs may continue for some time beyond 2017.

Product Liability Matters:

The Company is involved in product liability suits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability suits will not have a material adverse effect on the Company’s consolidated financial statements.

16.     Capital Stock

Common Stock:

The Company is authorized to issue 800,000,000 shares of common stock of $0.01 par value. There were 211.9 million and 220.0 million common shares outstanding as of December 31, 2014 and 2013, respectively.

During 2014, the Company repurchased 9.3 million shares of its common stock at a weighted-average price of $66. This includes 0.2 million shares of common stock that were repurchased from employees that surrendered stock to satisfy withholding taxes in connection with the vesting of restricted stock awards. The remaining repurchases were made pursuant to the following authorizations (in millions of shares):

	Shares Repurchased			Authorization Remaining at December 31, 2014
Board of Directors’ Authorization	2014	2013	2012
1997 Authorization	3.2	—	4.3	—
2007 Authorization	5.8	7.7	2.2	0.9
2014 Authorization	—	—	—	20.0
Total	9.0	7.7	6.5	20.9

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 January 1, 2004, plus (2) 1% of the issued and outstanding common stock of the Company on January 1 of the current year, adjusted for any stock split.

2007 Authorization – In December 2007, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date.

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2014 Authorization – In February 2014, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date.

Preferred Stock:

The Company is authorized to issue 2,000,000 shares of preferred stock of $1.00 par value, none of which is outstanding.

17.    Share-Based Awards

The Company has a share-based compensation plan which was approved by its Shareholders in April 2014 (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 vest ratably over a three-year period with the first one-third of the grant 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 granted under the Plan vest ratably over a three-year period with the first one-third of the grant vesting one year after the date of grant. Dividends are paid on shares of restricted stock and dividend equivalents are paid on RSUs. At December 31, 2014, there were 9.5 million 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. Prior to 2013, the Company used a weighted-average of implied and historical volatility to determine the expected volatility of its stock. Beginning with awards granted in 2013, the Company uses implied 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 2014, 2013 and 2012 were as follows:

	2014		2013		2012
Expected average term (in years)	6.1		6.1		6.3
Expected volatility	25% - 34%		27% - 36%		32% - 50%
Weighted average volatility	32	%	33	%	41	%
Expected dividend yield	1.8	%	1.6	%	1.1	%
Risk-free interest rate	0.1% - 2.8%		0.1% - 2.1%		0.1% - 2.1%

The following table summarizes the stock option transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Options		Weighted- Average Price
Options outstanding, beginning of period	3,391		$	40
Options granted	401		$	62
Options exercised	(1,002	)	$	38
Options forfeited	(73	)	$	58
Options outstanding, end of period	2,717		$	43
Exercisable, end of period	1,938		$	38

The weighted-average fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $14, $12 and $14, respectively.

As of December 31, 2014, there was $3.5 million of unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 1.6 years.

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The following table summarizes the aggregate intrinsic value related to options outstanding, exercisable and exercised as of and for the years ended December 31 (in thousands):

	2014		2013		2012
Exercised	$	31,623	$	28,879	$	34,443
Outstanding	$	61,947	$	100,054	$	60,963
Exercisable	$	54,071	$	81,930	$	35,873

The Company’s policy is to issue new shares of common stock upon the exercise of employee stock options. The Company has a continuing authorization from its Board of Directors to repurchase shares to offset dilution caused by the exercise of stock options which is discussed in Note 16.

Stock options outstanding at December 31, 2014 (options in thousands):

Price Range	Weighted-Average Contractual Life	Options	Weighted-Average Exercise Price
$10.01 to $20	4.0	409	$	13
$20.01 to $30	5.1	233	$	23
$30.01 to $40	3.1	262	$	39
$40.01 to $50	6.6	659	$	44
$50.01 to $60	6.7	494	$	52
$60.01 to $70	5.8	660	$	64
Options outstanding	5.6	2,717	$	43
Options exercisable	4.4	1,938	$	38

Stock Appreciation Rights (SARs)

SARs vest under the same terms and conditions as options; however, they are settled in cash equal to their settlement date fair value. As a result, SARs are recorded in the Company’s consolidated balance sheets as a liability until the date of exercise.

The fair value of each SAR award is estimated using a lattice-based valuation model. In accordance with ASC Topic 718, “Stock Compensation”, the fair value of each SAR award is recalculated at the end of each reporting period and the liability and expense adjusted based on the new fair value and the percent vested.

The assumptions used to determine the fair value of the SAR awards at December 31, 2014 and 2013 were as follows:

	2014		2013
Expected average term (in years)	3.7 - 5.4		3.5 - 4.3
Expected volatility	25% - 31%		24% - 32%
Expected dividend yield	1.7	%	1.2	%
Risk-free interest rate	0.0% - 2.3%		0.1% - 3.0%

The following table summarizes the SAR transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	SARs		Weighted-Average Price
Outstanding, beginning of period	210		$	26
Granted	12		$	62
Exercised	(46	)	$	20
Forfeited	—		$	—
Outstanding, end of period	176		$	30
Exercisable, end of period	148		$	25

The weighted-average fair value of SARs granted during the years ended December 31, 2014, 2013 and 2012 was $14, $12 and $14, respectively.

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Restricted Stock Awards Settled in Stock:

Beginning in 2014, the Company granted certain eligible U.S. employees restricted stock units (RSUs) that settle in Company stock. Prior to 2014, the Company granted restricted, nonvested, stock. The fair value of RSUs settled in stock and restricted stock is determined based on the market price of the Company’s shares on the grant date. The following table summarizes the RSUs settled in stock and restricted stock transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Restricted Shares		Grant Date Fair Value Per Share
Nonvested, beginning of period	982		$	47
Granted	459		$	62
Vested	(464	)	$	46
Forfeited	(57	)	$	56
Nonvested, end of period	920		$	54

As of December 31, 2014, there was $21.7 million of unrecognized compensation cost related to RSUs settled in stock and restricted stock that is expected to be recognized over a weighted-average period of 1.8 years.

Restricted Stock Awards Settled in Cash

Restricted stock units, granted to certain eligible non-U.S. employees (RSUIs) vest under the same terms and conditions as RSUs settled in stock and restricted stock; however, they are settled in cash equal to their settlement date fair value. As a result, RSUIs are recorded in the Company’s consolidated balance sheets as a liability until the date of vesting.

The fair value of RSUIs is determined based on the market price of the Company’s shares on the grant date. The following table summarizes the RSUI transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Restricted Stock Unit		Weighted-Average Grant Date Fair Value Per Share
Nonvested, beginning of period	147		$	66
Granted	72		$	66
Vested	(74	)	$	63
Forfeited	(16	)	$	66
Nonvested, end of period	129		$	66

18.    Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the years ended December 31 (in thousands except per share amounts):

	2014		2013		2012
Numerator:
Income used in computing basic and diluted earnings per share	$	844,611	$	733,993	$	623,925
Denominator:
Denominator for basic earnings per share-weighted-average common shares	216,305		222,475		227,119
Effect of dilutive securities – employee stock compensation plan	1,401		1,596		2,110
Denominator for diluted earnings per share- adjusted weighted-average shares outstanding	217,706		224,071		229,229
Earnings per common share:
Basic	$	3.90	$	3.30	$	2.75
Diluted	$	3.88	$	3.28	$	2.72

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Options to purchase 0.5 million, 0.9 million and 2.1 million weighted-average shares of common stock outstanding during 2014, 2013 and 2012, respectively, were not included in the Company’s computation of dilutive securities because the exercise price was greater than the market price and therefore the effect would have been anti-dilutive.

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 as described in ASC Topic 260, “Earnings per Share.” The two-class method of calculating earnings per share did not have a material impact on the Company’s earnings per share calculation as of December 31, 2014, 2013 and 2012.

19.    Reportable Segments and Geographic Information

Reportable Segments:

Harley-Davidson, Inc. is the parent company for the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). The Company operates in two segments: the Motorcycles & Related Products (Motorcycles) segment and the Financial Services segment. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

The Motorcycle reportable segment consists of HDMC which designs, manufactures and sells at wholesale street-legal Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Company's products are sold to retail customers through a network of independent dealers. The Company conducts business on a global basis, with sales in North America, Europe/Middle East/Africa (EMEA), Asia-Pacific and Latin America.

The Financial Services reportable segment consists of HDFS which provides wholesale and retail financing and provides insurance and insurance-related programs primarily to Harley-Davidson dealers and their retail customers. HDFS conducts business principally in the United States and Canada.

Information by segment is set forth below for the years ended December 31 (in thousands):

	2014		2013			2012
Motorcycles net revenue	$	5,567,681	$	5,258,290		$	4,942,582
Gross profit	2,025,080		1,862,372			1,720,188
Selling, administrative and engineering expense	1,021,933		993,894			976,224
Restructuring (benefit) expense and other impairments	—		(2,131		)	28,475
Operating income from Motorcycles	$	1,003,147	$	870,609		$	715,489
Financial Services revenue	$	660,827	$	641,582		$	637,924
Financial Services expense	382,991		358,489			353,237
Operating income from Financial Services	$	277,836	$	283,093		$	284,687

Financial Services revenue includes $8.1 million, $10.4 million and $11.5 million of interest that HDMC paid to HDFS on wholesale finance receivables in 2014, 2013 and 2012, respectively. The offsetting cost of these interest incentives was recorded as a reduction to Motorcycles revenue.

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Information by segment is set forth below as of December 31 (in thousands):

	Motorcycles		Financial Services		Consolidated
2014
Total assets	$	2,502,190	$	7,025,907	$	9,528,097
Depreciation	$	171,187	$	8,113	$	179,300
Capital expenditures	$	224,262	$	8,057	$	232,319
2013
Total assets	$	2,793,497	$	6,611,543	$	9,405,040
Depreciation	$	160,181	$	6,891	$	167,072
Capital expenditures	$	199,354	$	8,967	$	208,321
2012
Total assets	$	2,751,018	$	6,419,755	$	9,170,773
Depreciation	$	162,659	$	6,319	$	168,978
Capital expenditures	$	180,416	$	8,586	$	189,002

Geographic Information:

Included in the consolidated financial statements are the following amounts relating to geographic locations for the years ended December 31 (in thousands):

	2014		2013		2012
Revenue from Motorcycles(a):
United States	$	3,773,087	$	3,562,847	$	3,363,640
EMEA region	869,690		769,864		710,861
Japan	197,792		217,700		244,907
Canada	194,422		204,315		186,550
Australia	190,029		193,081		186,674
Other foreign countries	342,661		310,483		249,950
Total revenue from Motorcycles	$	5,567,681	$	5,258,290	$	4,942,582
Revenue from Financial Services(a):
United States	$	627,317	$	609,574	$	607,909
Europe	5,684		4,274		3,661
Canada	23,707		24,486		24,532
Other foreign countries	4,119		3,248		1,822
Total revenue from Financial Services	$	660,827	$	641,582	$	637,924
Long-lived assets(b):
United States	$	865,617	$	874,833	$	825,509
International	34,328		36,860		56,143
Total long-lived assets	$	899,945	$	911,693	$	881,652

(a) Revenue is attributed to geographic regions based on location of customer.

(b) Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, “Segment Reporting,” such as deferred income taxes and finance receivables.

96

20.    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 Company’s motorcycles in Canada. The Company recorded motorcycles and related products revenue and financial services revenue from Deeley Imports during 2014, 2013 and 2012 of $194.8 million, $204.8 million and $187.1 million, respectively, and had finance receivables balances due from Deeley Imports of $7.4 million, $11.5 million and $9.2 million at December 31, 2014, 2013 and 2012, 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 arm’s-length negotiations between unrelated parties.

21.    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 December 31, 2014
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	5,577,697	$	—	$	(10,016	)	$	5,567,681
Financial Services	—		662,345		(1,518		)	660,827
Total revenue	5,577,697		662,345		(11,534		)	6,228,508
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,542,601		—		—			3,542,601
Financial Services interest expense	—		164,476		—			164,476
Financial Services provision for credit losses	—		80,946		—			80,946
Selling, administrative and engineering expense	1,023,450		147,586		(11,534		)	1,159,502
Total costs and expenses	4,566,051		393,008		(11,534		)	4,947,525
Operating income	1,011,646		269,337		—			1,280,983
Investment income	126,499		—		(120,000		)	6,499
Interest expense	4,162		—		—			4,162
Income before provision for income taxes	1,133,983		269,337		(120,000		)	1,283,320
Provision for income taxes	338,453		100,256		—			438,709
Net income	$	795,530	$	169,081	$	(120,000	)	$	844,611

97

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	5,268,480		$	—	$	(10,190	)	$	5,258,290
Financial Services	—			643,067		(1,485		)	641,582
Total revenue	5,268,480			643,067		(11,675		)	5,899,872
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,395,918			—		—			3,395,918
Financial Services interest expense	—			165,491		—			165,491
Financial Services provision for credit losses	—			60,008		—			60,008
Selling, administrative and engineering expense	995,378			143,181		(11,675		)	1,126,884
Restructuring benefit	(2,131		)	—		—			(2,131		)
Total costs and expenses	4,389,165			368,680		(11,675		)	4,746,170
Operating income	879,315			274,387		—			1,153,702
Investment income	190,859			—		(185,000		)	5,859
Interest expense	45,256			—		—			45,256
Income before provision for income taxes	1,024,918			274,387		(185,000		)	1,114,305
Provision for income taxes	279,841			100,471		—			380,312
Net income	$	745,077		$	173,916	$	(185,000	)	$	733,993

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	4,952,748	$	—	$	(10,166	)	$	4,942,582
Financial Services	—		639,482		(1,558		)	637,924
Total revenue	4,952,748		639,482		(11,724		)	5,580,506
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,222,394		—		—			3,222,394
Financial Services interest expense	—		195,990		—			195,990
Financial Services provision for credit losses	—		22,239		—			22,239
Selling, administrative and engineering expense	977,782		145,174		(11,724		)	1,111,232
Restructuring expense	28,475		—		—			28,475
Total costs and expenses	4,228,651		363,403		(11,724		)	4,580,330
Operating income	724,097		276,079		—			1,000,176
Investment income	232,369		—		(225,000		)	7,369
Interest expense	46,033		—		—			46,033
Income before provision for income taxes	910,433		276,079		(225,000		)	961,512
Provision for income taxes	233,385		104,202		—			337,587
Net income	$	677,048	$	171,877	$	(225,000	)	$	623,925

98

	December 31, 2014
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	573,895	$	332,785	$	—		$	906,680
Marketable securities	57,325		—		—			57,325
Accounts receivable, net	658,735		—		(411,114		)	247,621
Finance receivables, net	—		1,916,635		—			1,916,635
Inventories	448,871		—		—			448,871
Restricted cash	—		98,627		—			98,627
Deferred income taxes	50,015		39,901		—			89,916
Other current assets	142,278		43,125		(2,983		)	182,420
Total current assets	1,931,119		2,431,073		(414,097		)	3,948,095
Finance receivables, net	—		4,516,246		—			4,516,246
Property, plant and equipment, net	848,661		34,416		—			883,077
Goodwill	27,752		—		—			27,752
Deferred income taxes	75,121		4,863		(2,149		)	77,835
Other long-term assets	113,727		39,309		(77,944		)	75,092
	$	2,996,380	$	7,025,907	$	(494,190	)	$	9,528,097
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	171,098	$	436,884	$	(411,114	)	$	196,868
Accrued liabilities	370,652		83,797		(5,132		)	449,317
Short-term debt	—		731,786		—			731,786
Current portion of long-term debt	—		1,011,315		—			1,011,315
Total current liabilities	541,750		2,263,782		(416,246		)	2,389,286
Long-term debt	—		3,761,528		—			3,761,528
Pension liability	76,186		—		—			76,186
Postretirement healthcare liability	203,006		—		—			203,006
Other long-term liabilities	164,060		24,745		—			188,805
Commitments and contingencies (Note 15)
Total shareholders’ equity	2,011,378		975,852		(77,944		)	2,909,286
	$	2,996,380	$	7,025,907	$	(494,190	)	$	9,528,097

99

	December 31, 2013
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	718,912	$	347,700	$	—		$	1,066,612
Marketable securities	99,009		—		—			99,009
Accounts receivable, net	850,248		—		(589,183		)	261,065
Finance receivables, net	—		1,773,686		—			1,773,686
Inventories	424,507		—		—			424,507
Restricted cash	—		144,807		—			144,807
Deferred income taxes	70,557		33,068		—			103,625
Other current assets	82,717		34,573		(1,798		)	115,492
Total current assets	2,245,950		2,333,834		(590,981		)	3,988,803
Finance receivables, net	—		4,225,877		—			4,225,877
Property, plant and equipment, net	808,005		34,472		—			842,477
Prepaid pension costs	244,871		—		—			244,871
Goodwill	30,452		—		—			30,452
Deferred income taxes	3,339		—		—			3,339
Other long-term assets	126,940		17,360		(75,079		)	69,221
	$	3,459,557	$	6,611,543	$	(666,060	)	$	9,405,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	203,786	$	625,191	$	(589,183	)	$	239,794
Accrued liabilities	353,618		77,774		(4,057		)	427,335
Short-term debt	—		666,317		—			666,317
Current portion of long-term debt	303,000		873,140		—			1,176,140
Total current liabilities	860,404		2,242,422		(593,240		)	2,509,586
Long-term debt	—		3,416,713		—			3,416,713
Pension liability	36,371		—		—			36,371
Postretirement healthcare liability	216,165		—		—			216,165
Deferred income taxes	44,584		2,656		2,259			49,499
Other long-term liabilities	146,686		20,534		—			167,220
Commitments and contingencies (Note 15)
Total shareholders’ equity	2,155,347		929,218		(75,079		)	3,009,486
	$	3,459,557	$	6,611,543	$	(666,060	)	$	9,405,040

100

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	795,530		$	169,081		$	(120,000	)	$	844,611
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	171,187			8,113			—			179,300
Amortization of deferred loan origination costs	—			94,429			—			94,429
Amortization of financing origination fees	59			8,383			—			8,442
Provision for employee long-term benefits	33,709			—			—			33,709
Contributions to pension and postretirement plans	(29,686		)	—			—			(29,686		)
Stock compensation expense	35,064			2,865			—			37,929
Net change in wholesale finance receivables	—			—			(75,210		)	(75,210		)
Provision for credit losses	—			80,946			—			80,946
Loss on debt extinguishment	—			3,942			—			3,942
Deferred income taxes	(191		)	(7,430		)	—			(7,621		)
Foreign currency adjustments	21,964			—			—			21,964
Other, net	20,273			(21,764		)	—			(1,491		)
Change in current assets and current liabilities:
Accounts receivable	(31,740		)	—			21,931			(9,809		)
Finance receivables—accrued interest and other	—			(2,515		)	—			(2,515		)
Inventories	(50,886		)	—			—			(50,886		)
Accounts payable and accrued liabilities	16,074			21,629			(18,575		)	19,128
Restructuring reserves	2,181			—			—			2,181
Derivative instruments	703			—			—			703
Prepaid and other	(17,187		)	13,798			—			(3,389		)
Total adjustments	171,524			202,396			(71,854		)	302,066
Net cash provided by operating activities	967,054			371,477			(191,854		)	1,146,677
Cash flows from investing activities:
Capital expenditures	(224,262		)	(8,057		)	—			(232,319		)
Origination of finance receivables	—			(7,693,884		)	4,125,461			(3,568,423		)
Collections of finance receivables	—			7,066,852			(4,053,607		)	3,013,245
Sales and redemptions of marketable securities	41,010			—			—			41,010
Other	1,837			—			—			1,837
Net cash used by investing activities	(181,415		)	(635,089		)	71,854			(744,650		)

101

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments		Consolidated
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			991,835			—		991,835
Repayments of medium-term notes	—			(526,431		)	—		(526,431		)
Repayment of senior unsecured notes	(303,000		)	—			—		(303,000		)
Intercompany borrowing activity	200,000			(200,000		)	—		—
Proceeds from securitization debt	—			847,126			—		847,126
Repayments of securitization debt	—			(834,856		)	—		(834,856		)
Borrowings of asset-backed commercial paper	—			84,907			—		84,907
Repayments of asset-backed commercial paper	—			(77,800		)	—		(77,800		)
Net increase in credit facilities and unsecured commercial paper	—			63,945			—		63,945
Net change in restricted cash	—			22,755			—		22,755
Dividends	(238,300		)	(120,000		)	120,000		(238,300		)
Purchase of common stock for treasury	(615,602		)	—			—		(615,602		)
Excess tax benefits from share-based payments	11,540			—			—		11,540
Issuance of common stock under employee stock option plans	37,785			—			—		37,785
Net cash (used by) provided by financing activities	(907,577		)	251,481			120,000		(536,096		)
Effect of exchange rate changes on cash and cash equivalents	(23,079		)	(2,784		)	—		(25,863		)
Net decrease in cash and cash equivalents	$	(145,017	)	$	(14,915	)	$	—	$	(159,932	)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	718,912		$	347,700		$	—	$	1,066,612
Net decrease in cash and cash equivalents	(145,017		)	(14,915		)	—		(159,932		)
Cash and cash equivalents—end of period	$	573,895		$	332,785		$	—	$	906,680

102

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	745,077		$	173,916		$	(185,000	)	$	733,993
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	160,181			6,891			—			167,072
Amortization of deferred loan origination costs	—			86,181			—			86,181
Amortization of financing origination fees	473			8,903			—			9,376
Provision for employee long-term benefits	66,877			—			—			66,877
Contributions to pension and postretirement plans	(204,796		)	—			—			(204,796		)
Stock compensation expense	38,367			2,877			—			41,244
Net change in wholesale finance receivables	—			—			28,865			28,865
Provision for credit losses	—			60,008			—			60,008
Loss on debt extinguishment	—			4,947			—			4,947
Deferred income taxes	54,568			(1,988		)	—			52,580
Foreign currency adjustments	16,269			—			—			16,269
Other, net	10,942			(819		)	—			10,123
Change in current assets and current liabilities:
Accounts receivable	(24,273		)	—			(12,380		)	(36,653		)
Finance receivables – accrued interest and other	—			(346		)	—			(346		)
Inventories	(46,474		)	—			—			(46,474		)
Accounts payable and accrued liabilities	(60,907		)	(5,096		)	12,380			(53,623		)
Restructuring reserves	(25,042		)	—			—			(25,042		)
Derivative instruments	(2,161		)	(28		)	—			(2,189		)
Prepaid and other	70,900			(2,219		)	—			68,681
Total adjustments	54,924			159,311			28,865			243,100
Net cash provided by operating activities	800,001			333,227			(156,135		)	977,093
Cash flows from investing activities:
Capital expenditures	(199,354		)	(8,967		)	—			(208,321		)
Origination of finance receivables	—			(7,140,533		)	3,896,528			(3,244,005		)
Collections of finance receivables	—			6,757,387			(3,925,393		)	2,831,994
Purchases of marketable securities	(4,998		)	—			—			(4,998		)
Sales and redemptions of marketable securities	40,108			—			—			40,108
Other	16,355			—			—			16,355
Net cash used by investing activities	(147,889		)	(392,113		)	(28,865		)	(568,867		)

103

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments		Consolidated
Cash flows from financing activities:
Repayments of medium-term notes	—			(27,858		)	—		(27,858		)
Intercompany borrowing activity	(50,000		)	50,000			—		—
Proceeds from securitization debt	—			647,516			—		647,516
Repayments of securitization debt	—			(840,387		)	—		(840,387		)
Borrowings of asset-backed commercial paper	—			88,456			—		88,456
Net increase in credit facilities and unsecured commercial paper	—			371,085			—		371,085
Repayments of asset-backed commercial paper	—			(78,765		)	—		(78,765		)
Net change in restricted cash	—			43,201			—		43,201
Dividends paid	(187,688		)	(185,000		)	185,000		(187,688		)
Purchase of common stock for treasury, net of issuances	(479,231		)	—			—		(479,231		)
Excess tax benefits from share based payments	19,895			—			—		19,895
Issuance of common stock under employee stock option plans	50,567			—			—		50,567
Net cash (used by) provided by financing activities	(646,457		)	68,248			185,000		(393,209		)
Effect of exchange rate changes on cash and cash equivalents	(14,459		)	(2,084		)	—		(16,543		)
Net (decrease) increase in cash and cash equivalents	$	(8,804	)	$	7,278		$	—	$	(1,526	)
Cash and cash equivalents:
Cash and cash equivalents – beginning of period	$	727,716		$	340,422		$	—	$	1,068,138
Net (decrease) increase in cash and cash equivalents	(8,804		)	7,278			—		(1,526		)
Cash and cash equivalents – end of period	$	718,912		$	347,700		$	—	$	1,066,612

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	677,048		$	171,877		$	(225,000	)	$	623,925
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	162,659			6,319			—			168,978
Amortization of deferred loan origination costs	—			78,592			—			78,592
Amortization of financing origination fees	473			9,496			—			9,969
Provision for employee long-term benefits	67,612			3,735			—			71,347
Contributions to pension and postretirement plans	(244,416		)	—			—			(244,416		)
Stock compensation expense	37,544			3,271			—			40,815
Net change in wholesale finance receivables	—			—			2,513			2,513
Provision for credit losses	—			22,239			—			22,239
Loss on debt extinguishment	—			4,323			—			4,323
Pension and postretirement healthcare plan curtailment and settlement expense	6,242			—			—			6,242
Deferred income taxes	117,772			10,680			—			128,452
Foreign currency adjustments	9,773			—			—			9,773
Other, net	(2,290		)	(4,926		)	—			(7,216		)

104

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Change in current assets and current liabilities:
Accounts receivable	9,323			—			(23,013		)	(13,690		)
Finance receivables – accrued interest and other	—			(4		)	—			(4		)
Inventories	21,459			—			—			21,459
Accounts payable and accrued liabilities	(6,368		)	(27,443		)	23,013			(10,798		)
Restructuring reserves	(16,087		)	—			—			(16,087		)
Derivative instruments	2,906			(148		)	—			2,758
Prepaid and other	(95,162		)	(2,554		)	—			(97,716		)
Total adjustments	71,440			103,580			2,513			177,533
Net cash provided by operating activities	748,488			275,457			(222,487		)	801,458
Cash flows from investing activities:
Capital expenditures	(180,416		)	(8,586		)	—			(189,002		)
Origination of finance receivables	—			(6,544,828		)	3,686,127			(2,858,701		)
Collections of finance receivables	—			6,456,729			(3,688,640		)	2,768,089
Purchases of marketable securities	(4,993		)	—			—			(4,993		)
Sales and redemptions of marketable securities	23,296			—			—			23,296
Net cash used by investing activities	(162,113		)	(96,685		)	(2,513		)	(261,311		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			993,737			—			993,737
Repayment of medium-term notes	—			(420,870		)	—			(420,870		)
Intercompany borrowing activity	(400,000		)	400,000			—			—
Proceeds from securitization debt	—			763,895			—			763,895
Repayments of securitization debt	—			(1,405,599		)	—			(1,405,599		)
Borrowings of asset-backed commercial paper	—			200,417			—			200,417
Net decrease in credit facilities and unsecured commercial paper	—			(744,724		)	—			(744,724		)
Repayments of asset-backed commercial paper	—			(24,301		)	—			(24,301		)
Net change in restricted cash	—			41,647			—			41,647
Dividends paid	(141,681		)	(225,000		)	225,000			(141,681		)
Purchase of common stock for treasury, net of issuances	(311,632		)	—			—			(311,632		)
Excess tax benefits from share based payments	13,065			—			—			13,065
Issuance of common stock under employee stock option plans	45,973			—			—			45,973
Net cash used by financing activities	(794,275		)	(420,798		)	225,000			(990,073		)
Effect of exchange rate changes on cash and cash equivalents	(7,714		)	(1,172		)	—			(8,886		)
Net decrease in cash and cash equivalents	$	(215,614	)	$	(243,198	)	$	—		$	(458,812	)
Cash and cash equivalents:
Cash and cash equivalents – beginning of period	$	943,330		$	583,620		$	—		$	1,526,950
Net decrease in cash and cash equivalents	(215,614		)	(243,198		)	—			(458,812		)
Cash and cash equivalents – end of period	$	727,716		$	340,422		$	—		$	1,068,138

22.    Subsequent Events

On January 22, 2015, HDFS issued $700.0 million of secured notes through a term asset-backed securitization transaction at a weighted average interest rate of 1.19%.

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SUPPLEMENTARY DATA

Quarterly financial data (unaudited)

(In millions, except per share data)

	1st Quarter				2nd Quarter				3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013		Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Motorcycles:
Revenue	$	1,571.7	$	1,414.2	$	1,834.3	$	1,631.5	$	1,130.6	$	1,180.3	$	1,031.2	$	1,032.3
Operating income(a)	$	347.7	$	276.8	$	473.3	$	357.7	$	146.3	$	175.5	$	35.9	$	60.7
Financial Services:
Revenue	$	154.4	$	157.0	$	166.4	$	162.8	$	171.0	$	163.4	$	169.0	$	158.3
Operating income	$	63.2	$	71.5	$	74.4	$	74.2	$	77.8	$	76.1	$	62.4	$	61.3
Consolidated:
Income before taxes	$	408.9	$	338.5	$	549.1	$	422.4	$	225.5	$	241.3	$	99.9	$	112.1
Net income	$	265.9	$	224.1	$	354.2	$	271.7	$	150.1	$	162.7	$	74.5	$	75.4
Earnings per common share:
Basic	$	1.21	$	1.00	$	1.63	$	1.22	$	0.70	$	0.73	$	0.35	$	0.34
Diluted	$	1.21	$	0.99	$	1.62	$	1.21	$	0.69	$	0.73	$	0.35	$	0.34

(a) Operating income for the Motorcycles segment includes restructuring expense (benefit) as discussed in Note 3 for the following periods (in millions):

	1st Quarter				2nd Quarter					3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013			Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Restructuring expense (benefit)	$	—	$	2.9	$	—	$	(5.3	)	$	—	$	0.6	$	—	$	(0.4	)

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s Chairman, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the Chairman, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chairman, President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

The report of management required under this Item 9A is contained in Item 8 of Part II of this Annual Report on Form 10-K under the heading “Management’s Report on Internal Control over Financial Reporting.”

106

Attestation Report of Independent Registered Public Accounting Firm

The attestation report required under this Item 9A is contained in Item 8 of Part II of this Annual Report on Form 10-K under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.”

Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

107

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information to be included in the Company’s definitive proxy statement for the 2015 annual meeting of shareholders, which will be filed on or about March 16, 2015 (the Proxy Statement), under the captions “Questions and Answers about the Company – Who are our Executive Officers for SEC Purposes?,” “Corporate Governance Principles and Board Matters – Audit Committee,” “Proposal I – Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Audit Committee Report,” and “Corporate Governance Principles and Board Matters – Independence of Directors” is incorporated by reference herein.

The Company has adopted the Harley-Davidson, Inc. Financial Code of Ethics applicable to the Company’s chief executive officer, the chief financial officer, the principal accounting officer and the controller and other persons performing similar finance functions. The Company has posted a copy of the Harley-Davidson, Inc. Financial Code of Ethics on the Company’s website at www.harley-davidson.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of the Securities and Exchange Commission’s Current Report on Form 8-K regarding amendments to, or waivers from, the Harley-Davidson, Inc. Financial Code of Ethics by posting such information on its website at www.harley-davidson.com. The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K. 

Item 11.    Executive Compensation

The information to be included in the Proxy Statement under the captions “Executive Compensation” and “Human Resources Committee Report on Executive Compensation” is incorporated by reference herein. 

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information to be included in the Proxy Statement under the caption “Common Stock Ownership of Certain Beneficial Owners and Management” is incorporated by reference herein.

The following table provides information about the Company’s equity compensation plans (including individual compensation arrangements) as of December 31, 2014:

Plan Category	Number of securities to be issued upon the exercise of outstanding options	Weighted- average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by shareholders:
Management employees	2,716,768	$	43.34	9,465,837
Equity compensation plans not approved by shareholders:
Union employees:
Kansas City, MO	—	$	—	26,718
York, PA	—	$	—	96,770
Non employees:
Board of Directors	—	$	—	142,449
	—	$	—	265,937
Total all plans	2,716,768			9,731,774

Plan documents for each of the Company’s equity compensation plans have been filed with the Securities and Exchange Commission on a timely basis and are included in the list of exhibits to this annual report on Form 10-K. Equity compensation plans not submitted to shareholders for approval were adopted prior to current regulations requiring such approval and have not been materially altered since adoption.

The material features of the union employees’ stock option awards are the same as those of the management employees’ stock option awards. Under the Company’s management and union plans, stock options have an exercise price equal to the fair

108

market value of the underlying stock at the date of grant and expire ten years from the date of grant. Stock options vest ratably over a three-year period with the first one-third of the grant becoming exercisable one year after the date of grant.

The Director Compensation Policy provides non-employee Directors with compensation that includes an annual retainer as well as a grant of share units. The payment of share units is deferred until a director ceases to serve as a director and the share units are payable at that time in actual shares of common stock. The Director Compensation Policy also provides that a non-employee Director may elect to receive 50% or 100% of the annual retainer to be paid in each calendar year in the form of common stock based upon the fair market value of the common stock at the time of the annual meeting of shareholders. Each Director must receive a minimum of one-half of his or her annual retainer in common stock until the Director reaches the Director stock ownership guidelines defined below.

In August 2002, the Board approved “Director and Senior Executive Stock Ownership Guidelines” (Ownership Guidelines) which were most recently revised in September 2012. The Ownership Guidelines stipulate that all Directors hold 15,000 shares of Common Stock and senior executives hold from 15,000 to 200,000 shares of the common stock, or certain rights to acquire common stock, depending on their level. The Directors and senior executives have five years from the date they are elected a Director or promoted to a senior executive to accumulate the appropriate number of shares of common stock. Restricted stock, restricted stock units, shares held in 401(k) accounts, vested unexercised stock options and stock appreciation rights, and shares of common stock held directly count toward satisfying the guidelines for common stock ownership.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information to be included in the Proxy Statement under the caption “Certain Transactions” and “Corporate Governance Principles and Board Matters – Independence of Directors” is incorporated by reference herein.

Item 14.     Principal Accounting Fees and Services

The information to be included in the Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm – Fees Paid to Ernst & Young LLP” is incorporated by reference herein.

109

PART IV

Item 15.     Exhibits and Financial Statements

(a) The following documents are filed as part of this Form 10-K:

(1	)	Financial Statements
		Consolidated statements of income for each of the three years in the period ended December 31, 2014	51
		Consolidated statements of comprehensive income for each of the three years in the period ended December 31, 2014	52
		Consolidated balance sheets at December 31, 2014 and December 31, 2013	53
		Consolidated statements of cash flows for each of the three years in the period ended December 31, 2014	55
		Consolidated statements of shareholders’ equity for each of the three years in the period ended December 31, 2014	56
		Notes to consolidated financial statements	57
(2	)	Financial Statement Schedule
		Schedule II – Valuation and qualifying accounts	111
(3	)	Exhibits	114

Reference is made to the separate Index to Exhibits contained on pages 114 through 117 filed herewith.

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules.

110

Schedule II

HARLEY-DAVIDSON, INC.

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2014, 2013 and 2012

(In thousands)

	2014			2013			2012
Accounts receivable – allowance for doubtful accounts
Balance, beginning of period	$	4,960		$	4,954		$	4,952
Provision charged to expense	(471		)	245			424
Reserve adjustments	(394		)	(136		)	(401		)
Write-offs, net of recoveries	(637		)	(103		)	(21		)
Balance, end of period	$	3,458		$	4,960		$	4,954
Finance receivables – allowance for credit losses
Balance, beginning of period	$	110,693		$	107,667		$	125,449
Provision for credit losses	80,946			60,008			22,239
Charge-offs, net of recoveries	(64,275		)	(56,982		)	(40,021		)
Balance, end of period	$	127,364		$	110,693		$	107,667
Inventories – allowance for obsolescence(a)
Balance, beginning of period	$	17,463		$	22,936		$	23,204
Provision charged to expense	19,044			5,254			9,489
Reserve adjustments	(399		)	(1,281		)	(696		)
Write-offs, net of recoveries	(18,333		)	(9,446		)	(9,061		)
Balance, end of period	$	17,775		$	17,463		$	22,936
Deferred tax assets – valuation allowance
Balance, beginning of period	$	21,818		$	16,314		$	14,914
Adjustments	3,644			5,504			1,400
Balance, end of period	$	25,462		$	21,818		$	16,314

(a) Inventory obsolescence reserves deducted from cost determined on first-in first-out (FIFO) basis, before deductions for last-in, first-out (LIFO) valuation reserves.

111

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 19, 2015.

HARLEY-DAVIDSON, INC.
By:	/S/ Keith E. Wandell
	Keith E. Wandell
	Chairman, President and Chief Executive Officer

112

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 19, 2015.

Name	Title
/S/ Keith E. Wandell	Chairman, President and Chief Executive Officer
Keith E. Wandell	(Principal executive officer)
/S/ Matthew S. Levatich	Director, HDMC President and Chief Operating Officer
Matthew S. Levatich
/S/ John A. Olin	Senior Vice President and Chief Financial Officer
John A. Olin	(Principal financial officer)
/S/ Mark R. Kornetzke	Chief Accounting Officer
Mark R. Kornetzke	(Principal accounting officer)
/S/ Barry K. Allen	Director
Barry K. Allen
/S/ R. John Anderson	Director
R. John Anderson
/S/ Richard I. Beattie	Presiding Director
Richard I. Beattie
/S/ Michael J. Cave	Director
Michael J. Cave
/S/ George H. Conrades	Director
George H. Conrades
/S/ Donald A. James	Director
Donald A. James
/S/ Sara L. Levinson	Director
Sara L. Levinson
/S/ N. Thomas Linebarger	Director
N. Thomas Linebarger
/S/ George L. Miles, Jr.	Director
George L. Miles, Jr.
/S/ James A. Norling	Director
James A. Norling
/S/ Jochen Zeitz	Director
Jochen Zeitz

113

INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No	Description
3.1	Restated Articles of Incorporation as September 8, 2011 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 8, 2011 (File No. 1-9183))
3.2	Harley-Davidson, Inc. By-Laws, as amended through December 4, 2012 (incorporated herein by reference by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-9183))
4.1	Indenture to provide for the issuance of indebtedness dated as of November 21, 2003 between Harley-Davidson Funding Corp., Issuer, Harley-Davidson Financial Services, Inc. and Harley-Davidson Credit Corp., Guarantors, to BNY Midwest Trust Company, Trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
4.2	4-Year Credit Agreement, dated as of April 28, 2011, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K dated April 28, 2011 (File No. 1-9183))
4.3	Amendment No. 1, dated as of April 13, 2012, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent, to 4-Year Credit Agreement dated as of April 28, 2011 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 (File No. 1-9183))
4.4	5-Year Credit Agreement, dated as of April 13, 2012 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 (File No. 1-9183))
4.5	Amendment No. 1 5-year Credit Agreement, dated as of July 10, 2013, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto, and JPMorgan Chase Bank, N.A., as, among other things, global administrative agent, including an Amended and Restated Syndicated Canadian Addendum, in each case relating to the 5-year Credit Agreement, dated as of April 13, 2012 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September, 29, 2013 (File No. 1-9183))
4.6	Indenture, dated as of March 4, 2011, among Harley-Davidson Financial Services, Inc., Issuer, Harley-Davidson Credit Corp., Guarantor, and Bank of New York Mellon Trust Company, N.A., Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated March 1, 2011 (File No. 1-9183))
4.7	Officers’ Certificate, dated March 4, 2011, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the forms of 3.875% Medium-Term Notes due 2016 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated March 1, 2011 (File No. 1-9183))
4.13	Officers’ Certificate, dated January 31, 2012, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the forms of 2.700% Medium-Term Notes due 2017 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated January 26, 2012 (File No. 1-9183))
4.14	Officers' Certificate, dated September 16, 2014, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the forms of 2.400% Medium-Term Notes due 2019
4.15	Officers' Certificate, dated November 18, 2014, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the forms of 1.550% Medium-Term Notes due 2017
10.1*	Harley-Davidson, Inc. 1995 Stock Option Plan as amended through April 28, 2007 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))

Various instruments relating to the Company’s long-term debt described in this report need not be filed herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant, by signing this report, agrees to furnish the Securities and Exchange Commission, upon its request, with a copy of any such instrument.

* Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.

114

INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No	Description
10.2	2001 York Hourly-Paid Employees Stock Option Plan (incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-9183))
10.3*	Harley-Davidson, Inc. 2004 Incentive Stock Plan as amended through April 28, 2007 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
10.4*	Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on April 25, 2009 filed on April 3, 2009 (File No. 1-9183))
10.5*	Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on April 26, 2014 filed on March 14, 2014 (File No. 1-9183))
10.6*	Amended and Restated Harley-Davidson, Inc. Director Stock Plan as amended effective December 1, 2014
10.7*	Director Compensation Policy effective April 28, 2012 (incorporated herein by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 (File No. 1-9183))
10.8*	Deferred Compensation Plan for Nonemployee Directors as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-9183))
10.9*	Harley-Davidson Management Deferred Compensation Plan as amended and restated effective January 1, 2009 and further amended March 2, 2009 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2009 (File No. 1-9183))
10.10*	Harley-Davidson, Inc. Employee Incentive Plan (incorporated herein by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held April 24, 2010 (File No. 1-9183))
10.11*	Harley-Davidson, Inc. Short-Term Incentive Plan for Senior Executives (incorporated herein by reference to Appendix D to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held April 30, 2011 (File No. 1-9183))
10.12*	Harley-Davidson Pension Benefit Restoration Plan as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-9183))
10.13*	Harley-Davidson Retiree Insurance Allowance Plan, effective January 1, 2009, together with amendments adopted through May 31, 2009 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2009 (File No. 1-9183))
10.14*	Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.15*	Form of Notice of Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.16*	Form of Notice of Special Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.17*	Form of Notice of Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.18*	Form of Notice of Award of Restricted Stock and Restricted Stock Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))

* Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.

115

INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No	Description
10.19*	Form of Notice of Grant of Stock Appreciation Rights and Stock Appreciation Rights Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.20*	Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.21*	Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.22*	Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.23*	Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan to each of Messrs. Hund, Levatich, Olin and Wandell (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 1, 2009 (File No. 1-9183))
10.24*	Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan to each of Messrs. Hund and Wandell (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 1, 2009 (File No. 1-9183))
10.25*	Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.21 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
10.26*	Form of Notice of Special Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.22 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
10.27*	Form of Notice of Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended March 29, 2009 (File No. 1-9183))
10.28*	Form of Notice of Special Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
10.29*	Form of Notice of Award of Restricted Stock Unit and Restricted Stock Unit Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
10.30*	Form of Amended and Restated Severance Benefits Agreement as amended through April 25, 2008 between the Registrant and Mr. Richer (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2008 (File No. 1-9183))
10.31*	Form of Severance Benefits Agreement between the Registrant and each of Messrs. Hund, Jones, Levatich, Olin and Wandell (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-9183))
10.32*	Form of Transition Agreement between the Registrant and each of Messrs. Levatich, Olin and Wandell (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-9183))

* Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.

116

INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No	Description
10.33*	Transition Agreement between the Registrant and Mr. Hund dated November 30, 2009 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-9183))
10.34*	Form of Aircraft Time Sharing Agreement between the Registrant and each of Messrs. Wandell, Levatich, Olin, Jones and Hund and Mesdames Bischmann and Calaway (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-9183))
21	List of Subsidiaries
23	Consent of Independent Registered Public Accounting Firm
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a)
31.2	Chief Financial Officer Certification pursuant to Rule 13a-14(a)
32	Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
101	Financial statements from the annual report on Form 10-K of Harley-Davidson, Inc. for the year ended December 31, 2014, filed on February 19, 2015 formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Shareholders' Equity; and (vi) the Notes to Consolidated Financial Statements.

Various instruments relating to the Company’s long-term debt described in this report need not be filed herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant, by signing this report, agrees to furnish the Securities and Exchange Commission, upon its request, with a copy of any such instrument.

* Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.

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EX-4.14

OFFICERS’ CERTIFICATEOFHARLEY-DAVIDSON FINANCIAL SERVICES, INC.

Pursuant to Sections 102 and 301 of the Indenture

Reference is made to the Indenture dated as of March 4, 2011 (the “Indenture”) among Harley-Davidson Financial Services, Inc. (the “Company”), Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”). Terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

Pursuant to Sections 102 and 301 of the Indenture, the undersigned, Ryan Green and James Darrell Thomas, in their respective capacities as Vice President and Chief Financial Officer and Vice President and Treasurer of the Company, hereby certify that:

(1)    There has been established a series of Securities under the Indenture titled Medium-Term Notes, Due Nine Months or More from Date of Issue (the “Notes”).

(2)    The form of note duly completed and attached hereto as Exhibit A is one of the Notes (the “Note”).

(3)    In addition to the terms provided in, or established pursuant to, the Indenture and the offering memorandum and the pricing supplement, both dated as of September 11, 2014, relating to the Notes (together referred to as the “Offering Memorandum”), the Note, as authenticated and delivered, shall have the terms set forth in Exhibit A (which terms are incorporated herein by reference and deemed to be set forth herein in full) (in the event of a conflict between the provisions of the Note and the Offering Memorandum, the provisions of the Note shall prevail).

(4)    The Note shall be registered in the name set forth on Exhibit A and the Note shall be delivered in the manner specified in the Administrative Procedures attached as Exhibit A to the Company Order delivered as of the date hereof and as described in the Private Placement Agency Agreement dated as of March 1, 2011 (the “Private Placement Agency Agreement”), among the Company, the Guarantor and the Agents party thereto.

(5)    The issuance of Notes designated as 2.400% Medium-Term Notes due 2019, in an initial aggregate principal amount of $600,000,000, have been approved and authorized in accordance with the provisions of the Indenture pursuant to resolutions adopted by the Board of Directors of the Company by unanimous written consent dated as of August 29, 2014 and by this Officers’ Certificate.

(6)    All covenants and conditions precedent provided for in the Indenture relating to the establishment of the Notes, the terms of the Notes and the authentication and issuance of the Notes have been complied with.

(7)    No Event of Default has occurred and is continuing and the execution and delivery of the Indenture will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the certificate of incorporation or bylaws of the Company, or any order of any court or administrative agency entered in any proceeding to which the Company is a party or by which it is bound or to which it is subject.

Each of the undersigned officers of the Company further states (a) that he has read the provisions of Section 301 of the Indenture and the definitions relating thereto, (b) that the statements made in this certificate are based upon an examination of the provisions of the Indenture and upon the relevant books and records of the Company, (c) in the opinion of such officer, he has made such examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the conditions set forth in the Indenture have been complied with and (d) in the opinion of such officer, such conditions have been complied with.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned officers of the Company has affixed his signature this 16th day of September, 2014.

/s/ Ryan Green                Name: Ryan Green

Title: Vice President and Chief Financial Officer of Harley-Davidson Financial Services, Inc.

/s/ James Darrell Thomas        Name: James Darrell Thomas

Title: Vice President and Treasurer of Harley-Davidson Financial Services, Inc.

[HDFS Officers’ Certificate Pursuant to Sections 102 and 301 of the Indenture]

Exhibit AtoOfficers’ Certificate Pursuant to Sections 102 and 301 of the Indenture

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
2.400% MEDIUM-TERM NOTES DUE 2019

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT

FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR

0

DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.

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HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
2.400% MEDIUM-TERM NOTES DUE 2019

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

No. S001        Principal Amount $33,980,000

CUSIP No. U24652 AD8     as revised by the Schedule of         

ISIN No. USU24652AD82        Increases and Decreases in Global

Note attached hereto

Issue Price: 99.617%	Maturity Date: September 15, 2019
Original Issue Date: September 16, 2014	Index Maturity:
	[ ] Original Issue Discount Note
	Total Amount of OID:
	Yield to Maturity: %
	Initial Accrual Period OID:
[X] Fixed Rate
Interest Rate: 2.400%
[ ] Floating Rate
Interest Rate Basis:
___ CD Rate	Specified Currency (if other than U.S. dollars): N/A
___ CMT Rate   [ ] CMT Reuters Page FRBCMT:
[ ] CMT Reuters Page FEDCMT:	Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
___ Commercial Paper Rate
___ Federal Funds Rate
___ LIBOR	Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
___ Prime Rate	Place of Payment (if other than as set forth in the Indenture): N/A

2

___ Treasury Rate
___ Other
Spread (Plus Or Minus):	Initial Redemption Date:
	Initial Redemption Percentage:
	Annual Redemption Percentage Reduction:
	Repayment Date:
Spread Multiplier: %	Renewable: [ ] Yes [ ] No
	Extendible: [ ] Yes [ ] No
Interest Category:
[ ] Regular Floating Rate Note	Final Maturity Date:
[ ] Floating Rate/Fixed Rate Note   Fixed Rate Commencement Date:
Fixed Interest Rate: %
[ ] Inverse Floating Rate Note
Initial Interest Reset Date:	Maximum Interest Rate: %
Interest Reset Dates:	Minimum Interest Rate: %
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
Regular Record Dates (if other than as set forth below): N/A
Interest Determination Dates (if other than as set forth below): N/A
Additional Amounts applicable for Company:
[ ] Yes
[X] No
Additional Amounts applicable for Guarantor:
[ ] Yes
[X] No
Addendum Attached	Other Provisions:
[ ] Yes
[X] No

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Authorized Denomination (only if non-U. S. dollar denominated Note): N/A

Calculation Agent (if other than the Trustee): N/A

Interest Payment Period: N/A

Harley-Davidson Financial Services, Inc., a corporation duly organized under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount specified above, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on the Maturity Date specified above and to pay to the registered holder of this Note (the “Holder”) interest on said Principal Amount at a rate per annum specified above and upon the terms provided below under either the heading “Provisions Applicable to Fixed Rate Notes Only” or “Provisions Applicable to Floating Rate Notes Only.”

This Note is one of a duly authorized issue of notes of the Company (herein referred to as the “Notes”), all issued or to be issued in one or more series under an indenture, dated as of March 4, 2011 (as may be supplemented from time to time, the “Indenture”), among the Company, Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes of this series are limited (except as otherwise provided in the Indenture) to the aggregate principal amount established from time to time by the Company Board of Directors. The Notes of this series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Indenture. The Notes of this series may be subject to redemption upon notice and in accordance with the provisions of this Note and the Indenture. The Company and the Guarantor may defease the Notes of this series in accordance with the provisions of the Indenture.

To secure the due and punctual payment of principal, any premium, any interest and Additional Amounts (as defined in the Indenture) on this Note by the Company under the Indenture, when and as the same shall become due and payable, whether at the Maturity Date, by declaration of acceleration, call for redemption or otherwise, the Guarantor has unconditionally guaranteed this Note pursuant to the terms of the Guarantee endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).

As used herein, the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York; provided, however, that if a Specified Currency is specified above, the day is also not a day on which

4

commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing such Specified Currency or, if such Specified Currency is the Euro, the day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; providedfurther that if LIBOR is indicated above to be an applicable Interest Rate Basis, the day is also a London Banking Day (as defined below).

“Principal Financial Center” means, unless otherwise provided in this Note, the capital city of the country issuing the Specified Currency; except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” will be the City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Johannesburg and Zurich, respectively.

“London Banking Day” means a day which commercial banks are open for business, including dealings in U.S. dollars, in London.

Provisions Applicable To Fixed Rate Notes Only:

If the “Fixed Rate” line above is checked, unless otherwise specified above, the Company will pay interest semiannually on March 15 and September 15 of each year (each such date fixed for the payment of interest, an “Interest Payment Date”) commencing on March 15, 2015, and on the Maturity Date or upon earlier redemption or repayment to the person to whom principal is payable. Interest shall accrue from the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for on this Note to, but excluding, the next following Interest Payment Date, Maturity Date, or earlier date of redemption or repayment, as the case may be. Interest on Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If any Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment) of this Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

Provisions Applicable To Floating Rate Notes Only:

If the “Floating Rate” line above is checked, the Company will pay interest on the Interest Payment Dates shown specified above at the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate determined in accordance with the provisions hereinafter set forth under the headings “Determination of CD Rate,” “Determination of CMT Rate,” “Determination of Commercial Paper Rate,” “Determination of Federal Funds Rate,” “Determination of LIBOR,” “Determination of Prime Rate” or “Determination of Treasury Rate,” depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or other Interest Rate Basis.

5

An interest payment shall be the amount of interest accrued from and including the Original Issue Date, or from and including the last Interest Payment Date to which interest has been paid, to, but excluding, the next following Interest Payment Date, Maturity Date, or date of earlier redemption or repayment, as the case may be (an “Interest Period”). Notwithstanding any provision herein to the contrary, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above.

If any Interest Payment Date for any Floating Rate Note, other than an Interest Payment Date at maturity, would fall on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day, and interest will continue to accrue to the following Business Day, except that if LIBOR is the applicable Interest Rate Basis, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day. If the Maturity Date (or date of earlier redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of earlier redemption or repayment).

Commencing with the first Interest Reset Date specified above following the Original Issue Date, the rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified above under “Interest Reset Dates.”

The interest rate borne by this Note will be determined as follows:

(i)    Unless the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other Provisions” or an Addendum hereto applies, in each case, relating to a different interest rate formula, this Note shall be designated as a “Regular Floating Rate Note” and, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the applicable Spread Multiplier, if any; in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified above; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

(ii)    If the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date specified above to the Maturity Date (or date of earlier

6

redemption or repayment) shall be the Fixed Interest Rate specified above or, if no Fixed Interest Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate Commencement Date.

(iii)    If the Interest Category of this Note is specified above as an “Inverse Floating Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at (a) the Fixed Interest Rate specified above minus (b) the rate determined by reference to the applicable Interest Rate Basis or Bases:

(x)    plus or minus the applicable Spread, if any, and/or

(y)    multiplied by the applicable Spread Multiplier, if any, in each case as specified above;

provided, however, that, unless otherwise specified above under “Other Provisions” or in an Addendum hereto, the interest rate hereon shall not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset on each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate set forth above.

The “Spread” is the number of basis points (one basis point equals one-hundredth of a percentage point) specified above to be added to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the “Spread Multiplier” is the percentage specified above by which the Interest Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a Spread Multiplier may be applicable to the Interest Rate Basis for a particular Floating Rate Note, as set forth above.

Each such adjusted Interest Rate Basis shall be applicable on and after the Interest Reset Date to which it relates but not including the next succeeding Interest Reset Date. If any Interest Reset Date is a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined by reference to LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. In addition, if the Treasury Rate is the applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then the Interest Reset Date will be postponed to the next succeeding Business Day. Subject to applicable provisions of law (including usury laws) and except as specified in this Note, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below.

With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of thereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period or from the last date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate

7

Notes or by the actual number of days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to any day that is an Interest Reset Date will be the interest rate effective on such Interest Reset Date. The interest rate applicable to any other day will be the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as specified above).

The “Calculation Date,” where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

For Floating Rate Notes, The Bank of New York Mellon Trust Company, N.A. shall be the calculation agent unless another calculation agent is specified above (the “Calculation Agent”). The interest rate applicable to each interest period will be determined by the Calculation Agent on or prior to the applicable Calculation Date. At the request of the Holder, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date.

All percentages resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward).

Determination of CD Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CD Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date calculated by the Calculation Agent on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the Index

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Maturity specified above in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in such sentence, the CD Rate shall be the CD Rate in effect on the applicable CD Interest Determination Date.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of CMT Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be, if “CMT Reuters Page FRBCMT” is specified above, the percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”) (“Reuters Page FRBCMT”). If the rate referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the applicable CMT Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.” In the event the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the rate on the applicable CMT Interest Determination Date for the period of the Index Maturity specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519). In the event the rate referred to in the preceding sentence is not published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three leading primary United States government securities dealers in the City of New York, which may include an agent of the Company or such agent’s affiliates (each a “Reference Dealer”), selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the

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Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service) (“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more

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than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

Determination of Commercial Paper Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial Paper Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial Paper Interest Determination Date”) and shall be the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity as indicated above, as such rate shall be published in H.15(519) under the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified above, published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m., New York City time, on the applicable Calculation Date, such rate is not yet published as provided in the preceding sentence, then the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date shall be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Interest Determination Date of three leading dealers of United States dollar commercial paper in the City of New York, which may include an agent of the Company or such agent’s

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affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity specified above, placed for industrial issuers whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on the applicable Commercial Paper Interest Determination Date.

“Money Market Yield” shall be a yield calculated in accordance with the following formula and expressed as a percentage:

Money market yield =	D × 360	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Federal Funds Rate, unless otherwise specified above, the “Federal Funds Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Federal Funds Interest Determination Date”) and shall be the rate on that date for United States dollar Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective),” as displayed on Reuters, Inc. (or any successor service) on page FEDFUND01 (or any other page as may replace the applicable page on that service) (“Reuters Page FEDFUND01”) or, if such rate does not appear on Reuters Page FEDFUND01, or is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the rate on the applicable Federal Funds Interest Determination Date for United States dollar Federal Funds will be the rate on such Federal Funds Interest Determination Date as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Federal Funds (Effective).” If such rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in the City of New York, which may include an agent of the Company or such agent’s affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time, on the applicable Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the applicable Federal Funds Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date will be determined by the Calculation Agent as of the second London Banking Day prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and shall be the rate

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(express as a percentage per annum) for deposits in U.S. dollars having a three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 a.m., London time, on the applicable LIBOR Interest Determination Date, or if Reuters LIBOR01 is not available on such date, the Calculation Agent will obtain such rate from Bloomberg’s page “BBAM.” If such rate does not appear on Reuters LIBOR01 or Bloomberg’s page “BBAM” on such LIBOR Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it to prime banks in the London interbank market for three‑month deposits in U.S. dollars in a principal amount of at least $1,000,000 at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date. If at least two such offered quotations are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum), offered by it for loans in U.S. dollars to leading European banks having a three‑month maturity in a principal amount of at least $1,000,000 at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date. If at least two such rates are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the rate in effect on the applicable LIBOR Interest Determination Date.

“Reuters LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, Inc. (or any successor service or page), for the purpose of displaying the London interbank rates of major banks for U.S. dollars.

Determination of Prime Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Prime Interest Determination Date”) and shall be the rate set forth on such date as published in H.15(519) under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate. will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the particular bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by

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the Calculation Agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Prime Interest Determination Date by three major banks, which may include an agent of the Company or such agent’s affiliates, in the City of New York selected by the Calculation Agent. However, if the banks selected by the Calculation Agent are not quoting as mentioned in the preceding sentence, the Prime Rate will be the Prime Rate in effect on the applicable Prime Interest Determination Date.

“Reuters Screen US PRIME 1 Page” means the display on the Reuter Money 3000 Service or any successor service on the “US PRIME 1 Page” or other page as may replace US PRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of Treasury Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” for each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, as specified above, as published under the caption “INVESTMENT RATE” on the display on Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may replace page USAUCTION 10 on that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11 on that service (“Reuters Page USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable Treasury Rate Determination Date, of three primary United States government

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securities dealers, which may include the agent or its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on the applicable Treasury Rate Determination Date.

The “Treasury Rate Determination Date” for any Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills would normally be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield =	D × N	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal; “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Provisions Applicable To Both Fixed Rate Notes And Floating Rate Notes:

The interest so payable on any Interest Payment Date will, subject to certain exceptions in the Indenture hereinafter referred to, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as defined below) immediately preceding such Interest Payment Date or, if the Interest Payment Date is the Maturity Date or the date of earlier redemption or repayment, to the person in whose name this Note is registered at the close of business on the Maturity Date or such earlier date of redemption or repayment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, interest for the period from and including the Original Issue Date to, but excluding, the Interest Payment Date relating to such Regular Record Date shall be paid on the next succeeding Interest Payment Date to the person in whose name this Note is registered on the close of business on the Regular Record Date preceding such Interest Payment Date. If this Note bears interest at a Fixed Rate, as specified above, unless otherwise specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the first day of March and September, preceding such Interest Payment Date, whether or not such date shall be a Business Day. If this Note bears interest at a Floating Rate, as specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the fifteenth calendar day next preceding such Interest Payment Date, whether or not such date shall be a Business Day.

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Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date or any earlier redemption or repayment date will be made in immediately available funds upon presentation and surrender of this Note; provided, however, that if a Specified Currency is specified above and such payment is to be made in such Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date or such earlier redemption or repayment date, as the case may be, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered at the Place of Payment specified above in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date, other than the Maturity Date or any earlier redemption or repayment date, will be made at the Place of Payment specified above.

Whenever in this Note or in the Indenture there is a reference, in any context, to the payment of the principal of, or interest, if any, on, or in respect of, the Notes, such payment shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in United States dollars or, if a Specified Currency is indicated above, in such Specified Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts of the country issuing such currency or, in the case of the Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union, such other currency which is then such legal tender in such country or in the adopting member states of the European Union, as the case may be). If a Specified Currency is specified above, except as otherwise provided below, any such amounts so payable by the Company will be converted by a New York clearing house bank designated by the Company (the “Exchange Rate Agent”) into United States dollars for payment to the Holder of this Note.

If a Specified Currency is specified above, the Holder of this Note may elect to receive any amount payable hereunder in such Specified Currency. If the Holder of this Note shall not have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in the City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes

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scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency.

If a Specified Currency is specified above, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency by submitting a written request for such payment to the Trustee at the Place of Payment on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be. Such written request may be mailed or hand delivered or sent by facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be.

If a Specified Currency is specified above and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, but such Specified Currency is not available for such payment due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date on which such payment is due. The “Market Exchange Rate” for the Specified Currency means the noon dollar buying rate in the City of New York for cable transfers of the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture).

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note.

In case an Event of Default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal amount (or, if the Note is an Original Issue Discount Note, such lesser portion of the principal amount as may be applicable) of the Notes of this series may be declared due and payable, and, with respect to certain Events of Default, shall automatically become due and payable, in each case in the manner and with the effect provided in the Indenture. If this Note is an Original Issue Discount Note, in the event of an acceleration of the Maturity Date hereof, the amount payable to the Holder of this Note upon such

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acceleration will be determined by this Note but will be an amount less than the amount payable at the Maturity Date of this Note.

The Indenture permits, with certain exceptions as therein provided, the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities (as defined in the Indenture) of each series to be affected by such modification under the Indenture at any time by the Company and the Guarantor with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding Securities (as defined in the Indenture) of each series to be affected by such modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

This Note is issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof or other Authorized Denomination specified above.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered in the Security Register of this series upon surrender of this Note for registration of transfer at the Place of Payment specified above, duly endorsed by or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon a new Note or Notes of this series of Authorized Denomination and for the same aggregate principal amount, with the Guarantee endorsed thereon, will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Trustee, and any agent of the Company or the Trustee may treat the person in whose name this Note is registered in the Security Register as the owner of this Note for all purposes (other than for the determination of any Additional Amounts payable) and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

If so specified above, this Note will be redeemable at the Company’s option on the date or dates specified prior to the Maturity Date at a price or prices, each as specified above, together with accrued interest to the date of redemption. This Note will not be subject to any sinking fund. If so redeemable, the Company may redeem this Note either in whole or from time to time in part, upon not less than 30, nor more than 60, days’ notice before the date of redemption. If less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

This Notes will be subject to redemption at the option of the Company, in whole or in part at any time prior to August 15, 2019 at a redemption price equal to the greater of (i) 100% of

18

the principal amount of this Note to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on this Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 12.5 basis points, and accrued interest on the principal amount redeemed to the date of redemption.

In addition, at any time on or after August 15, 2019, the Company may redeem some or all of this Note at its option, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, plus accrued and unpaid interest on such principal amount to the redemption date.

If any redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are obtained by the Quotation Agent, the average of all such quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (i) each of Goldman, Sachs & Co. and J.P. Morgan Securities LLC (and their respective successors), one Primary Treasury Dealer selected by Mitsubishi UFJ Securities (USA), Inc. or its successor, and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal

19

amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Notice of any redemption will be-mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its address as such address shall appear in the Security Register of the Company. Unless the Company defaults in the payment of the redemption price on and after the redemption date, interest will cease to accrue on the principal amount of this Note called for redemption.

If an HDI Change of Control Triggering Event (as defined below) occurs, unless the Company has previously or concurrently mailed a redemption notice with respect to this Note as described above, the Company will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”).

Within 30 days following any HDI Change of Control Triggering Event or, at the Company’s option, prior to any HDI Change of Control (as defined below), but after public announcement by HDI of the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice. Such date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the HDI Change of Control, state that the offer to purchase is conditioned on the HDI Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

If any Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with a Company Officers’ Certificate (as defined in the Indenture) stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company will not be required to comply with the obligations relating to repurchasing the Notes if a third party instead satisfies them.

20

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

If Holders of not less than 95% in aggregate principal amount of the Notes validly tender and do not withdraw such amount of the Notes in a Change of Control Offer, and the Company, or any third party making an offer to purchase the Notes in connection with an HDI Change of Control Triggering Event in lieu of the Company, purchase such amount of the Notes validly tendered and not withdrawn by such Holders, then the Company will have the right, upon notice described above, given not more than 30 days following the Change of Control Payment Date, to redeem all (but not less than all) of the aggregate principal amount of the Notes that remains outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record as of the close of business on the relevant Regular Record Date to receive interest on the applicable Interest Payment Date). If the redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period after the earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the intention of Harley-Davidson, Inc. (“HDI”) to effect an HDI Change of Control (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of HDI Change of Control Triggering Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable HDI Change of Control (whether or not the applicable HDI Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of HDI who (1) was a member of such Board of Directors on the date the Notes

21

were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of HDI in which such member was named as a nominee for election as a director).

“Fitch” means Fitch Inc.

“HDI Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than HDI or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of HDI and the assets of the subsidiaries of HDI, taken as a whole, to one or more “persons” (as that term is defined in the Indenture), other than HDI or one of its subsidiaries; or (3) the first day on which a majority of the members of the Board of Directors of HDI are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI Change of Control if (1) HDI becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of HDI immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“HDI Change of Control Triggering Event” means the occurrence of both an HDI Change of Control and a Below Investment Grade Rating Event.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

22

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Company may “reopen” a previously issued tranche of Notes and issue additional Notes of such tranche or establish additional terms of such tranche or issue notes with the same terms as previously issued Notes.

The Company may at any time purchase this Note at any price in the open market or otherwise. Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

By acceptance of this Note, the Holder hereof agrees to be bound by the provisions of the Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture.

23

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.

By:    
Name:
Title:    

By:    
Name:
Title:    

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:     Authorized Signatory

GUARANTEE

For value received, undersigned hereby fully, irrevocably and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article Fourteen of the Indenture, to the Holder of this Note and to the Trustee, on behalf of the Holder, the due and punctual payment of the principal of, and any premium, interest and any Additional Amounts on, this Note, when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of this Note and the Indenture. This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Note upon which this Guarantee is endorsed.

Dated:
	HARLEY-DAVIDSON CREDIT CORP.
	a Nevada corporation
	By:  Name: Title:
Attest:
By: Name: Title:

ABBREVIATIONS

The following abbreviations, when used in the inscription on this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT - _______ Custodian ______         (Cust) (Minor)
TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship and not as tenant in common	(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(Please insert social security or other identifying number of assignee)

(Name and address of assignee, including zip code,
must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________ attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made

Date of Exchange Amount of increase in Principal Amount of this Global Note Amount of decrease in Principal Amount of this Global Note Principal Amount of this Global Note following each decrease or increase Signature of authorized signatory of Trustee

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
2.400% MEDIUM-TERM NOTES DUE 2019

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE

0

REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

1

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
2.400% MEDIUM-TERM NOTES DUE 2019

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

No. A001        Principal Amount $500,000,000

CUSIP No. 41283L AD7     as revised by the Schedule of         

ISIN No. US41283LAD73        Increases and Decreases in Global

Note attached hereto

Issue Price: 99.617%	Maturity Date: September 15, 2019
Original Issue Date: September 16, 2014	Index Maturity:
	[ ] Original Issue Discount Note
	Total Amount of OID:
	Yield to Maturity: %
	Initial Accrual Period OID:
[X] Fixed Rate
Interest Rate: 2.400%
[ ] Floating Rate
Interest Rate Basis:
___ CD Rate	Specified Currency (if other than U.S. dollars): N/A
___ CMT Rate   [ ] CMT Reuters Page FRBCMT:
[ ] CMT Reuters Page FEDCMT:	Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
___ Commercial Paper Rate
___ Federal Funds Rate
___ LIBOR	Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
___ Prime Rate	Place of Payment (if other than as set forth in the Indenture): N/A

2

___ Treasury Rate
___ Other
Spread (Plus Or Minus):	Initial Redemption Date:
	Initial Redemption Percentage:
	Annual Redemption Percentage Reduction:
	Repayment Date:
Spread Multiplier: %	Renewable: [ ] Yes [ ] No
	Extendible: [ ] Yes [ ] No
Interest Category:
[ ] Regular Floating Rate Note	Final Maturity Date:
[ ] Floating Rate/Fixed Rate Note   Fixed Rate Commencement Date:
Fixed Interest Rate: %
[ ] Inverse Floating Rate Note
Initial Interest Reset Date:	Maximum Interest Rate: %
Interest Reset Dates:	Minimum Interest Rate: %
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
Regular Record Dates (if other than as set forth below): N/A
Interest Determination Dates (if other than as set forth below): N/A
Additional Amounts applicable for Company:
[ ] Yes
[X] No
Additional Amounts applicable for Guarantor:
[ ] Yes
[X] No
Addendum Attached	Other Provisions:
[ ] Yes
[X] No

3

Authorized Denomination (only if non-U. S. dollar denominated Note): N/A

Calculation Agent (if other than the Trustee): N/A

Interest Payment Period: N/A

Harley-Davidson Financial Services, Inc., a corporation duly organized under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount specified above, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on the Maturity Date specified above and to pay to the registered holder of this Note (the “Holder”) interest on said Principal Amount at a rate per annum specified above and upon the terms provided below under either the heading “Provisions Applicable to Fixed Rate Notes Only” or “Provisions Applicable to Floating Rate Notes Only.”

This Note is one of a duly authorized issue of notes of the Company (herein referred to as the “Notes”), all issued or to be issued in one or more series under an indenture, dated as of March 4, 2011 (as may be supplemented from time to time, the “Indenture”), among the Company, Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes of this series are limited (except as otherwise provided in the Indenture) to the aggregate principal amount established from time to time by the Company Board of Directors. The Notes of this series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Indenture. The Notes of this series may be subject to redemption upon notice and in accordance with the provisions of this Note and the Indenture. The Company and the Guarantor may defease the Notes of this series in accordance with the provisions of the Indenture.

To secure the due and punctual payment of principal, any premium, any interest and Additional Amounts (as defined in the Indenture) on this Note by the Company under the Indenture, when and as the same shall become due and payable, whether at the Maturity Date, by declaration of acceleration, call for redemption or otherwise, the Guarantor has unconditionally guaranteed this Note pursuant to the terms of the Guarantee endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).

As used herein, the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York; provided, however, that if a Specified Currency is specified above, the day is also not a day on which

4

commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing such Specified Currency or, if such Specified Currency is the Euro, the day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; providedfurther that if LIBOR is indicated above to be an applicable Interest Rate Basis, the day is also a London Banking Day (as defined below).

“Principal Financial Center” means, unless otherwise provided in this Note, the capital city of the country issuing the Specified Currency; except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” will be the City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Johannesburg and Zurich, respectively.

“London Banking Day” means a day which commercial banks are open for business, including dealings in U.S. dollars, in London.

Provisions Applicable To Fixed Rate Notes Only:

If the “Fixed Rate” line above is checked, unless otherwise specified above, the Company will pay interest semiannually on March 15 and September 15 of each year (each such date fixed for the payment of interest, an “Interest Payment Date”) commencing on March 15, 2015, and on the Maturity Date or upon earlier redemption or repayment to the person to whom principal is payable. Interest shall accrue from the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for on this Note to, but excluding, the next following Interest Payment Date, Maturity Date, or earlier date of redemption or repayment, as the case may be. Interest on Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If any Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment) of this Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

Provisions Applicable To Floating Rate Notes Only:

If the “Floating Rate” line above is checked, the Company will pay interest on the Interest Payment Dates shown specified above at the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate determined in accordance with the provisions hereinafter set forth under the headings “Determination of CD Rate,” “Determination of CMT Rate,” “Determination of Commercial Paper Rate,” “Determination of Federal Funds Rate,” “Determination of LIBOR,” “Determination of Prime Rate” or “Determination of Treasury Rate,” depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or other Interest Rate Basis.

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An interest payment shall be the amount of interest accrued from and including the Original Issue Date, or from and including the last Interest Payment Date to which interest has been paid, to, but excluding, the next following Interest Payment Date, Maturity Date, or date of earlier redemption or repayment, as the case may be (an “Interest Period”). Notwithstanding any provision herein to the contrary, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above.

If any Interest Payment Date for any Floating Rate Note, other than an Interest Payment Date at maturity, would fall on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day, and interest will continue to accrue to the following Business Day, except that if LIBOR is the applicable Interest Rate Basis, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day. If the Maturity Date (or date of earlier redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of earlier redemption or repayment).

Commencing with the first Interest Reset Date specified above following the Original Issue Date, the rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified above under “Interest Reset Dates.”

The interest rate borne by this Note will be determined as follows:

(i)    Unless the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other Provisions” or an Addendum hereto applies, in each case, relating to a different interest rate formula, this Note shall be designated as a “Regular Floating Rate Note” and, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the applicable Spread Multiplier, if any; in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified above; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

(ii)    If the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date specified above to the Maturity Date (or date of earlier

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redemption or repayment) shall be the Fixed Interest Rate specified above or, if no Fixed Interest Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate Commencement Date.

(iii)    If the Interest Category of this Note is specified above as an “Inverse Floating Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at (a) the Fixed Interest Rate specified above minus (b) the rate determined by reference to the applicable Interest Rate Basis or Bases:

(x)    plus or minus the applicable Spread, if any, and/or

(y)    multiplied by the applicable Spread Multiplier, if any, in each case as specified above;

provided, however, that, unless otherwise specified above under “Other Provisions” or in an Addendum hereto, the interest rate hereon shall not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset on each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate set forth above.

The “Spread” is the number of basis points (one basis point equals one-hundredth of a percentage point) specified above to be added to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the “Spread Multiplier” is the percentage specified above by which the Interest Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a Spread Multiplier may be applicable to the Interest Rate Basis for a particular Floating Rate Note, as set forth above.

Each such adjusted Interest Rate Basis shall be applicable on and after the Interest Reset Date to which it relates but not including the next succeeding Interest Reset Date. If any Interest Reset Date is a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined by reference to LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. In addition, if the Treasury Rate is the applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then the Interest Reset Date will be postponed to the next succeeding Business Day. Subject to applicable provisions of law (including usury laws) and except as specified in this Note, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below.

With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of thereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period or from the last date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate

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Notes or by the actual number of days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to any day that is an Interest Reset Date will be the interest rate effective on such Interest Reset Date. The interest rate applicable to any other day will be the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as specified above).

The “Calculation Date,” where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

For Floating Rate Notes, The Bank of New York Mellon Trust Company, N.A. shall be the calculation agent unless another calculation agent is specified above (the “Calculation Agent”). The interest rate applicable to each interest period will be determined by the Calculation Agent on or prior to the applicable Calculation Date. At the request of the Holder, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date.

All percentages resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward).

Determination of CD Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CD Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date calculated by the Calculation Agent on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the Index

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Maturity specified above in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in such sentence, the CD Rate shall be the CD Rate in effect on the applicable CD Interest Determination Date.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of CMT Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be, if “CMT Reuters Page FRBCMT” is specified above, the percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”) (“Reuters Page FRBCMT”). If the rate referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the applicable CMT Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.” In the event the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the rate on the applicable CMT Interest Determination Date for the period of the Index Maturity specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519). In the event the rate referred to in the preceding sentence is not published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three leading primary United States government securities dealers in the City of New York, which may include an agent of the Company or such agent’s affiliates (each a “Reference Dealer”), selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the

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Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service) (“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more

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than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

Determination of Commercial Paper Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial Paper Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial Paper Interest Determination Date”) and shall be the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity as indicated above, as such rate shall be published in H.15(519) under the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified above, published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m., New York City time, on the applicable Calculation Date, such rate is not yet published as provided in the preceding sentence, then the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date shall be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Interest Determination Date of three leading dealers of United States dollar commercial paper in the City of New York, which may include an agent of the Company or such agent’s

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affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity specified above, placed for industrial issuers whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on the applicable Commercial Paper Interest Determination Date.

“Money Market Yield” shall be a yield calculated in accordance with the following formula and expressed as a percentage:

Money market yield =	D × 360	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Federal Funds Rate, unless otherwise specified above, the “Federal Funds Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Federal Funds Interest Determination Date”) and shall be the rate on that date for United States dollar Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective),” as displayed on Reuters, Inc. (or any successor service) on page FEDFUND01 (or any other page as may replace the applicable page on that service) (“Reuters Page FEDFUND01”) or, if such rate does not appear on Reuters Page FEDFUND01, or is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the rate on the applicable Federal Funds Interest Determination Date for United States dollar Federal Funds will be the rate on such Federal Funds Interest Determination Date as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Federal Funds (Effective).” If such rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in the City of New York, which may include an agent of the Company or such agent’s affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time, on the applicable Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the applicable Federal Funds Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date will be determined by the Calculation Agent as of the second London Banking Day prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and shall be the rate

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(express as a percentage per annum) for deposits in U.S. dollars having a three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 a.m., London time, on the applicable LIBOR Interest Determination Date, or if Reuters LIBOR01 is not available on such date, the Calculation Agent will obtain such rate from Bloomberg’s page “BBAM.” If such rate does not appear on Reuters LIBOR01 or Bloomberg’s page “BBAM” on such LIBOR Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it to prime banks in the London interbank market for three‑month deposits in U.S. dollars in a principal amount of at least $1,000,000 at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date. If at least two such offered quotations are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum), offered by it for loans in U.S. dollars to leading European banks having a three‑month maturity in a principal amount of at least $1,000,000 at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date. If at least two such rates are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the rate in effect on the applicable LIBOR Interest Determination Date.

“Reuters LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, Inc. (or any successor service or page), for the purpose of displaying the London interbank rates of major banks for U.S. dollars.

Determination of Prime Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Prime Interest Determination Date”) and shall be the rate set forth on such date as published in H.15(519) under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate. will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the particular bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by

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the Calculation Agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Prime Interest Determination Date by three major banks, which may include an agent of the Company or such agent’s affiliates, in the City of New York selected by the Calculation Agent. However, if the banks selected by the Calculation Agent are not quoting as mentioned in the preceding sentence, the Prime Rate will be the Prime Rate in effect on the applicable Prime Interest Determination Date.

“Reuters Screen US PRIME 1 Page” means the display on the Reuter Money 3000 Service or any successor service on the “US PRIME 1 Page” or other page as may replace US PRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of Treasury Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” for each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, as specified above, as published under the caption “INVESTMENT RATE” on the display on Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may replace page USAUCTION 10 on that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11 on that service (“Reuters Page USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable Treasury Rate Determination Date, of three primary United States government

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securities dealers, which may include the agent or its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on the applicable Treasury Rate Determination Date.

The “Treasury Rate Determination Date” for any Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills would normally be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield =	D × N	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal; “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Provisions Applicable To Both Fixed Rate Notes And Floating Rate Notes:

The interest so payable on any Interest Payment Date will, subject to certain exceptions in the Indenture hereinafter referred to, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as defined below) immediately preceding such Interest Payment Date or, if the Interest Payment Date is the Maturity Date or the date of earlier redemption or repayment, to the person in whose name this Note is registered at the close of business on the Maturity Date or such earlier date of redemption or repayment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, interest for the period from and including the Original Issue Date to, but excluding, the Interest Payment Date relating to such Regular Record Date shall be paid on the next succeeding Interest Payment Date to the person in whose name this Note is registered on the close of business on the Regular Record Date preceding such Interest Payment Date. If this Note bears interest at a Fixed Rate, as specified above, unless otherwise specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the first day of March and September, preceding such Interest Payment Date, whether or not such date shall be a Business Day. If this Note bears interest at a Floating Rate, as specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the fifteenth calendar day next preceding such Interest Payment Date, whether or not such date shall be a Business Day.

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Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date or any earlier redemption or repayment date will be made in immediately available funds upon presentation and surrender of this Note; provided, however, that if a Specified Currency is specified above and such payment is to be made in such Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date or such earlier redemption or repayment date, as the case may be, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered at the Place of Payment specified above in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date, other than the Maturity Date or any earlier redemption or repayment date, will be made at the Place of Payment specified above.

Whenever in this Note or in the Indenture there is a reference, in any context, to the payment of the principal of, or interest, if any, on, or in respect of, the Notes, such payment shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in United States dollars or, if a Specified Currency is indicated above, in such Specified Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts of the country issuing such currency or, in the case of the Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union, such other currency which is then such legal tender in such country or in the adopting member states of the European Union, as the case may be). If a Specified Currency is specified above, except as otherwise provided below, any such amounts so payable by the Company will be converted by a New York clearing house bank designated by the Company (the “Exchange Rate Agent”) into United States dollars for payment to the Holder of this Note.

If a Specified Currency is specified above, the Holder of this Note may elect to receive any amount payable hereunder in such Specified Currency. If the Holder of this Note shall not have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in the City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes

16

scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency.

If a Specified Currency is specified above, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency by submitting a written request for such payment to the Trustee at the Place of Payment on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be. Such written request may be mailed or hand delivered or sent by facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be.

If a Specified Currency is specified above and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, but such Specified Currency is not available for such payment due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date on which such payment is due. The “Market Exchange Rate” for the Specified Currency means the noon dollar buying rate in the City of New York for cable transfers of the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture).

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note.

In case an Event of Default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal amount (or, if the Note is an Original Issue Discount Note, such lesser portion of the principal amount as may be applicable) of the Notes of this series may be declared due and payable, and, with respect to certain Events of Default, shall automatically become due and payable, in each case in the manner and with the effect provided in the Indenture. If this Note is an Original Issue Discount Note, in the event of an acceleration of the Maturity Date hereof, the amount payable to the Holder of this Note upon such

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acceleration will be determined by this Note but will be an amount less than the amount payable at the Maturity Date of this Note.

The Indenture permits, with certain exceptions as therein provided, the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities (as defined in the Indenture) of each series to be affected by such modification under the Indenture at any time by the Company and the Guarantor with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding Securities (as defined in the Indenture) of each series to be affected by such modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

This Note is issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof or other Authorized Denomination specified above.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered in the Security Register of this series upon surrender of this Note for registration of transfer at the Place of Payment specified above, duly endorsed by or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon a new Note or Notes of this series of Authorized Denomination and for the same aggregate principal amount, with the Guarantee endorsed thereon, will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Trustee, and any agent of the Company or the Trustee may treat the person in whose name this Note is registered in the Security Register as the owner of this Note for all purposes (other than for the determination of any Additional Amounts payable) and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

If so specified above, this Note will be redeemable at the Company’s option on the date or dates specified prior to the Maturity Date at a price or prices, each as specified above, together with accrued interest to the date of redemption. This Note will not be subject to any sinking fund. If so redeemable, the Company may redeem this Note either in whole or from time to time in part, upon not less than 30, nor more than 60, days’ notice before the date of redemption. If less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

This Notes will be subject to redemption at the option of the Company, in whole or in part at any time prior to August 15, 2019 at a redemption price equal to the greater of (i) 100% of

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the principal amount of this Note to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on this Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 12.5 basis points, and accrued interest on the principal amount redeemed to the date of redemption.

In addition, at any time on or after August 15, 2019, the Company may redeem some or all of this Note at its option, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, plus accrued and unpaid interest on such principal amount to the redemption date.

If any redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are obtained by the Quotation Agent, the average of all such quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (i) each of Goldman, Sachs & Co. and J.P. Morgan Securities LLC (and their respective successors), one Primary Treasury Dealer selected by Mitsubishi UFJ Securities (USA), Inc. or its successor, and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal

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amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Notice of any redemption will be-mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its address as such address shall appear in the Security Register of the Company. Unless the Company defaults in the payment of the redemption price on and after the redemption date, interest will cease to accrue on the principal amount of this Note called for redemption.

If an HDI Change of Control Triggering Event (as defined below) occurs, unless the Company has previously or concurrently mailed a redemption notice with respect to this Note as described above, the Company will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”).

Within 30 days following any HDI Change of Control Triggering Event or, at the Company’s option, prior to any HDI Change of Control (as defined below), but after public announcement by HDI of the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice. Such date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the HDI Change of Control, state that the offer to purchase is conditioned on the HDI Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

If any Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with a Company Officers’ Certificate (as defined in the Indenture) stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company will not be required to comply with the obligations relating to repurchasing the Notes if a third party instead satisfies them.

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The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

If Holders of not less than 95% in aggregate principal amount of the Notes validly tender and do not withdraw such amount of the Notes in a Change of Control Offer, and the Company, or any third party making an offer to purchase the Notes in connection with an HDI Change of Control Triggering Event in lieu of the Company, purchase such amount of the Notes validly tendered and not withdrawn by such Holders, then the Company will have the right, upon notice described above, given not more than 30 days following the Change of Control Payment Date, to redeem all (but not less than all) of the aggregate principal amount of the Notes that remains outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record as of the close of business on the relevant Regular Record Date to receive interest on the applicable Interest Payment Date). If the redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period after the earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the intention of Harley-Davidson, Inc. (“HDI”) to effect an HDI Change of Control (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of HDI Change of Control Triggering Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable HDI Change of Control (whether or not the applicable HDI Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of HDI who (1) was a member of such Board of Directors on the date the Notes

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were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of HDI in which such member was named as a nominee for election as a director).

“Fitch” means Fitch Inc.

“HDI Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than HDI or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of HDI and the assets of the subsidiaries of HDI, taken as a whole, to one or more “persons” (as that term is defined in the Indenture), other than HDI or one of its subsidiaries; or (3) the first day on which a majority of the members of the Board of Directors of HDI are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI Change of Control if (1) HDI becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of HDI immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“HDI Change of Control Triggering Event” means the occurrence of both an HDI Change of Control and a Below Investment Grade Rating Event.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

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“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Company may “reopen” a previously issued tranche of Notes and issue additional Notes of such tranche or establish additional terms of such tranche or issue notes with the same terms as previously issued Notes.

The Company may at any time purchase this Note at any price in the open market or otherwise. Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

By acceptance of this Note, the Holder hereof agrees to be bound by the provisions of the Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.

By:    
Name:
Title:    

By:    
Name:
Title:    

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:     Authorized Signatory

GUARANTEE

For value received, undersigned hereby fully, irrevocably and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article Fourteen of the Indenture, to the Holder of this Note and to the Trustee, on behalf of the Holder, the due and punctual payment of the principal of, and any premium, interest and any Additional Amounts on, this Note, when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of this Note and the Indenture. This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Note upon which this Guarantee is endorsed.

Dated:
	HARLEY-DAVIDSON CREDIT CORP.
	a Nevada corporation
	By:  Name: Title:
Attest:
By: Name: Title:

ABBREVIATIONS

The following abbreviations, when used in the inscription on this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT - _______ Custodian ______         (Cust) (Minor)
TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship and not as tenant in common	(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(Please insert social security or other identifying number of assignee)

(Name and address of assignee, including zip code,
must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________ attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made

Date of Exchange Amount of increase in Principal Amount of this Global Note Amount of decrease in Principal Amount of this Global Note Principal Amount of this Global Note following each decrease or increase Signature of authorized signatory of Trustee

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
2.400% MEDIUM-TERM NOTES DUE 2019

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE

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REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

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HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
2.400% MEDIUM-TERM NOTES DUE 2019

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

No. A002        Principal Amount $66,020,000

CUSIP No. 41283L AD7     as revised by the Schedule of         

ISIN No. US41283LAD73        Increases and Decreases in Global

Note attached hereto

Issue Price: 99.617%	Maturity Date: September 15, 2019
Original Issue Date: September 16, 2014	Index Maturity:
	[ ] Original Issue Discount Note
	Total Amount of OID:
	Yield to Maturity: %
	Initial Accrual Period OID:
[X] Fixed Rate
Interest Rate: 2.400%
[ ] Floating Rate
Interest Rate Basis:
___ CD Rate	Specified Currency (if other than U.S. dollars): N/A
___ CMT Rate   [ ] CMT Reuters Page FRBCMT:
[ ] CMT Reuters Page FEDCMT:	Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
___ Commercial Paper Rate
___ Federal Funds Rate
___ LIBOR	Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
___ Prime Rate	Place of Payment (if other than as set forth in the Indenture): N/A

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___ Treasury Rate
___ Other
Spread (Plus Or Minus):	Initial Redemption Date:
	Initial Redemption Percentage:
	Annual Redemption Percentage Reduction:
	Repayment Date:
Spread Multiplier: %	Renewable: [ ] Yes [ ] No
	Extendible: [ ] Yes [ ] No
Interest Category:
[ ] Regular Floating Rate Note	Final Maturity Date:
[ ] Floating Rate/Fixed Rate Note   Fixed Rate Commencement Date:
Fixed Interest Rate: %
[ ] Inverse Floating Rate Note
Initial Interest Reset Date:	Maximum Interest Rate: %
Interest Reset Dates:	Minimum Interest Rate: %
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
Regular Record Dates (if other than as set forth below): N/A
Interest Determination Dates (if other than as set forth below): N/A
Additional Amounts applicable for Company:
[ ] Yes
[X] No
Additional Amounts applicable for Guarantor:
[ ] Yes
[X] No
Addendum Attached	Other Provisions:
[ ] Yes
[X] No

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Authorized Denomination (only if non-U. S. dollar denominated Note): N/A

Calculation Agent (if other than the Trustee): N/A

Interest Payment Period: N/A

Harley-Davidson Financial Services, Inc., a corporation duly organized under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount specified above, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on the Maturity Date specified above and to pay to the registered holder of this Note (the “Holder”) interest on said Principal Amount at a rate per annum specified above and upon the terms provided below under either the heading “Provisions Applicable to Fixed Rate Notes Only” or “Provisions Applicable to Floating Rate Notes Only.”

This Note is one of a duly authorized issue of notes of the Company (herein referred to as the “Notes”), all issued or to be issued in one or more series under an indenture, dated as of March 4, 2011 (as may be supplemented from time to time, the “Indenture”), among the Company, Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes of this series are limited (except as otherwise provided in the Indenture) to the aggregate principal amount established from time to time by the Company Board of Directors. The Notes of this series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Indenture. The Notes of this series may be subject to redemption upon notice and in accordance with the provisions of this Note and the Indenture. The Company and the Guarantor may defease the Notes of this series in accordance with the provisions of the Indenture.

To secure the due and punctual payment of principal, any premium, any interest and Additional Amounts (as defined in the Indenture) on this Note by the Company under the Indenture, when and as the same shall become due and payable, whether at the Maturity Date, by declaration of acceleration, call for redemption or otherwise, the Guarantor has unconditionally guaranteed this Note pursuant to the terms of the Guarantee endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).

As used herein, the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York; provided, however, that if a Specified Currency is specified above, the day is also not a day on which

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commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing such Specified Currency or, if such Specified Currency is the Euro, the day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; providedfurther that if LIBOR is indicated above to be an applicable Interest Rate Basis, the day is also a London Banking Day (as defined below).

“Principal Financial Center” means, unless otherwise provided in this Note, the capital city of the country issuing the Specified Currency; except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” will be the City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Johannesburg and Zurich, respectively.

“London Banking Day” means a day which commercial banks are open for business, including dealings in U.S. dollars, in London.

Provisions Applicable To Fixed Rate Notes Only:

If the “Fixed Rate” line above is checked, unless otherwise specified above, the Company will pay interest semiannually on March 15 and September 15 of each year (each such date fixed for the payment of interest, an “Interest Payment Date”) commencing on March 15, 2015, and on the Maturity Date or upon earlier redemption or repayment to the person to whom principal is payable. Interest shall accrue from the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for on this Note to, but excluding, the next following Interest Payment Date, Maturity Date, or earlier date of redemption or repayment, as the case may be. Interest on Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If any Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment) of this Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

Provisions Applicable To Floating Rate Notes Only:

If the “Floating Rate” line above is checked, the Company will pay interest on the Interest Payment Dates shown specified above at the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate determined in accordance with the provisions hereinafter set forth under the headings “Determination of CD Rate,” “Determination of CMT Rate,” “Determination of Commercial Paper Rate,” “Determination of Federal Funds Rate,” “Determination of LIBOR,” “Determination of Prime Rate” or “Determination of Treasury Rate,” depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or other Interest Rate Basis.

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An interest payment shall be the amount of interest accrued from and including the Original Issue Date, or from and including the last Interest Payment Date to which interest has been paid, to, but excluding, the next following Interest Payment Date, Maturity Date, or date of earlier redemption or repayment, as the case may be (an “Interest Period”). Notwithstanding any provision herein to the contrary, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above.

If any Interest Payment Date for any Floating Rate Note, other than an Interest Payment Date at maturity, would fall on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day, and interest will continue to accrue to the following Business Day, except that if LIBOR is the applicable Interest Rate Basis, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day. If the Maturity Date (or date of earlier redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of earlier redemption or repayment).

Commencing with the first Interest Reset Date specified above following the Original Issue Date, the rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified above under “Interest Reset Dates.”

The interest rate borne by this Note will be determined as follows:

(i)    Unless the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other Provisions” or an Addendum hereto applies, in each case, relating to a different interest rate formula, this Note shall be designated as a “Regular Floating Rate Note” and, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the applicable Spread Multiplier, if any; in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified above; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

(ii)    If the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date specified above to the Maturity Date (or date of earlier

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redemption or repayment) shall be the Fixed Interest Rate specified above or, if no Fixed Interest Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate Commencement Date.

(iii)    If the Interest Category of this Note is specified above as an “Inverse Floating Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at (a) the Fixed Interest Rate specified above minus (b) the rate determined by reference to the applicable Interest Rate Basis or Bases:

(x)    plus or minus the applicable Spread, if any, and/or

(y)    multiplied by the applicable Spread Multiplier, if any, in each case as specified above;

provided, however, that, unless otherwise specified above under “Other Provisions” or in an Addendum hereto, the interest rate hereon shall not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset on each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate set forth above.

The “Spread” is the number of basis points (one basis point equals one-hundredth of a percentage point) specified above to be added to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the “Spread Multiplier” is the percentage specified above by which the Interest Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a Spread Multiplier may be applicable to the Interest Rate Basis for a particular Floating Rate Note, as set forth above.

Each such adjusted Interest Rate Basis shall be applicable on and after the Interest Reset Date to which it relates but not including the next succeeding Interest Reset Date. If any Interest Reset Date is a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined by reference to LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. In addition, if the Treasury Rate is the applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then the Interest Reset Date will be postponed to the next succeeding Business Day. Subject to applicable provisions of law (including usury laws) and except as specified in this Note, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below.

With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of thereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period or from the last date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate

7

Notes or by the actual number of days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to any day that is an Interest Reset Date will be the interest rate effective on such Interest Reset Date. The interest rate applicable to any other day will be the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as specified above).

The “Calculation Date,” where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

For Floating Rate Notes, The Bank of New York Mellon Trust Company, N.A. shall be the calculation agent unless another calculation agent is specified above (the “Calculation Agent”). The interest rate applicable to each interest period will be determined by the Calculation Agent on or prior to the applicable Calculation Date. At the request of the Holder, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date.

All percentages resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward).

Determination of CD Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CD Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date calculated by the Calculation Agent on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the Index

8

Maturity specified above in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in such sentence, the CD Rate shall be the CD Rate in effect on the applicable CD Interest Determination Date.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of CMT Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be, if “CMT Reuters Page FRBCMT” is specified above, the percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”) (“Reuters Page FRBCMT”). If the rate referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the applicable CMT Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.” In the event the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the rate on the applicable CMT Interest Determination Date for the period of the Index Maturity specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519). In the event the rate referred to in the preceding sentence is not published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three leading primary United States government securities dealers in the City of New York, which may include an agent of the Company or such agent’s affiliates (each a “Reference Dealer”), selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the

9

Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service) (“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more

10

than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

Determination of Commercial Paper Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial Paper Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial Paper Interest Determination Date”) and shall be the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity as indicated above, as such rate shall be published in H.15(519) under the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified above, published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m., New York City time, on the applicable Calculation Date, such rate is not yet published as provided in the preceding sentence, then the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date shall be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Interest Determination Date of three leading dealers of United States dollar commercial paper in the City of New York, which may include an agent of the Company or such agent’s

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affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity specified above, placed for industrial issuers whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on the applicable Commercial Paper Interest Determination Date.

“Money Market Yield” shall be a yield calculated in accordance with the following formula and expressed as a percentage:

Money market yield =	D × 360	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Federal Funds Rate, unless otherwise specified above, the “Federal Funds Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Federal Funds Interest Determination Date”) and shall be the rate on that date for United States dollar Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective),” as displayed on Reuters, Inc. (or any successor service) on page FEDFUND01 (or any other page as may replace the applicable page on that service) (“Reuters Page FEDFUND01”) or, if such rate does not appear on Reuters Page FEDFUND01, or is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the rate on the applicable Federal Funds Interest Determination Date for United States dollar Federal Funds will be the rate on such Federal Funds Interest Determination Date as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Federal Funds (Effective).” If such rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in the City of New York, which may include an agent of the Company or such agent’s affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time, on the applicable Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the applicable Federal Funds Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date will be determined by the Calculation Agent as of the second London Banking Day prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and shall be the rate

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(express as a percentage per annum) for deposits in U.S. dollars having a three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 a.m., London time, on the applicable LIBOR Interest Determination Date, or if Reuters LIBOR01 is not available on such date, the Calculation Agent will obtain such rate from Bloomberg’s page “BBAM.” If such rate does not appear on Reuters LIBOR01 or Bloomberg’s page “BBAM” on such LIBOR Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it to prime banks in the London interbank market for three‑month deposits in U.S. dollars in a principal amount of at least $1,000,000 at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date. If at least two such offered quotations are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum), offered by it for loans in U.S. dollars to leading European banks having a three‑month maturity in a principal amount of at least $1,000,000 at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date. If at least two such rates are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the rate in effect on the applicable LIBOR Interest Determination Date.

“Reuters LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, Inc. (or any successor service or page), for the purpose of displaying the London interbank rates of major banks for U.S. dollars.

Determination of Prime Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Prime Interest Determination Date”) and shall be the rate set forth on such date as published in H.15(519) under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate. will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the particular bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by

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the Calculation Agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Prime Interest Determination Date by three major banks, which may include an agent of the Company or such agent’s affiliates, in the City of New York selected by the Calculation Agent. However, if the banks selected by the Calculation Agent are not quoting as mentioned in the preceding sentence, the Prime Rate will be the Prime Rate in effect on the applicable Prime Interest Determination Date.

“Reuters Screen US PRIME 1 Page” means the display on the Reuter Money 3000 Service or any successor service on the “US PRIME 1 Page” or other page as may replace US PRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of Treasury Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” for each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, as specified above, as published under the caption “INVESTMENT RATE” on the display on Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may replace page USAUCTION 10 on that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11 on that service (“Reuters Page USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable Treasury Rate Determination Date, of three primary United States government

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securities dealers, which may include the agent or its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on the applicable Treasury Rate Determination Date.

The “Treasury Rate Determination Date” for any Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills would normally be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield =	D × N	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal; “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Provisions Applicable To Both Fixed Rate Notes And Floating Rate Notes:

The interest so payable on any Interest Payment Date will, subject to certain exceptions in the Indenture hereinafter referred to, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as defined below) immediately preceding such Interest Payment Date or, if the Interest Payment Date is the Maturity Date or the date of earlier redemption or repayment, to the person in whose name this Note is registered at the close of business on the Maturity Date or such earlier date of redemption or repayment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, interest for the period from and including the Original Issue Date to, but excluding, the Interest Payment Date relating to such Regular Record Date shall be paid on the next succeeding Interest Payment Date to the person in whose name this Note is registered on the close of business on the Regular Record Date preceding such Interest Payment Date. If this Note bears interest at a Fixed Rate, as specified above, unless otherwise specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the first day of March and September, preceding such Interest Payment Date, whether or not such date shall be a Business Day. If this Note bears interest at a Floating Rate, as specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the fifteenth calendar day next preceding such Interest Payment Date, whether or not such date shall be a Business Day.

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Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date or any earlier redemption or repayment date will be made in immediately available funds upon presentation and surrender of this Note; provided, however, that if a Specified Currency is specified above and such payment is to be made in such Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date or such earlier redemption or repayment date, as the case may be, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered at the Place of Payment specified above in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date, other than the Maturity Date or any earlier redemption or repayment date, will be made at the Place of Payment specified above.

Whenever in this Note or in the Indenture there is a reference, in any context, to the payment of the principal of, or interest, if any, on, or in respect of, the Notes, such payment shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in United States dollars or, if a Specified Currency is indicated above, in such Specified Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts of the country issuing such currency or, in the case of the Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union, such other currency which is then such legal tender in such country or in the adopting member states of the European Union, as the case may be). If a Specified Currency is specified above, except as otherwise provided below, any such amounts so payable by the Company will be converted by a New York clearing house bank designated by the Company (the “Exchange Rate Agent”) into United States dollars for payment to the Holder of this Note.

If a Specified Currency is specified above, the Holder of this Note may elect to receive any amount payable hereunder in such Specified Currency. If the Holder of this Note shall not have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in the City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes

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scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency.

If a Specified Currency is specified above, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency by submitting a written request for such payment to the Trustee at the Place of Payment on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be. Such written request may be mailed or hand delivered or sent by facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be.

If a Specified Currency is specified above and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, but such Specified Currency is not available for such payment due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date on which such payment is due. The “Market Exchange Rate” for the Specified Currency means the noon dollar buying rate in the City of New York for cable transfers of the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture).

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note.

In case an Event of Default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal amount (or, if the Note is an Original Issue Discount Note, such lesser portion of the principal amount as may be applicable) of the Notes of this series may be declared due and payable, and, with respect to certain Events of Default, shall automatically become due and payable, in each case in the manner and with the effect provided in the Indenture. If this Note is an Original Issue Discount Note, in the event of an acceleration of the Maturity Date hereof, the amount payable to the Holder of this Note upon such

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acceleration will be determined by this Note but will be an amount less than the amount payable at the Maturity Date of this Note.

The Indenture permits, with certain exceptions as therein provided, the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities (as defined in the Indenture) of each series to be affected by such modification under the Indenture at any time by the Company and the Guarantor with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding Securities (as defined in the Indenture) of each series to be affected by such modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

This Note is issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof or other Authorized Denomination specified above.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered in the Security Register of this series upon surrender of this Note for registration of transfer at the Place of Payment specified above, duly endorsed by or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon a new Note or Notes of this series of Authorized Denomination and for the same aggregate principal amount, with the Guarantee endorsed thereon, will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Trustee, and any agent of the Company or the Trustee may treat the person in whose name this Note is registered in the Security Register as the owner of this Note for all purposes (other than for the determination of any Additional Amounts payable) and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

If so specified above, this Note will be redeemable at the Company’s option on the date or dates specified prior to the Maturity Date at a price or prices, each as specified above, together with accrued interest to the date of redemption. This Note will not be subject to any sinking fund. If so redeemable, the Company may redeem this Note either in whole or from time to time in part, upon not less than 30, nor more than 60, days’ notice before the date of redemption. If less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

This Notes will be subject to redemption at the option of the Company, in whole or in part at any time prior to August 15, 2019 at a redemption price equal to the greater of (i) 100% of

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the principal amount of this Note to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on this Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 12.5 basis points, and accrued interest on the principal amount redeemed to the date of redemption.

In addition, at any time on or after August 15, 2019, the Company may redeem some or all of this Note at its option, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, plus accrued and unpaid interest on such principal amount to the redemption date.

If any redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are obtained by the Quotation Agent, the average of all such quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (i) each of Goldman, Sachs & Co. and J.P. Morgan Securities LLC (and their respective successors), one Primary Treasury Dealer selected by Mitsubishi UFJ Securities (USA), Inc. or its successor, and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal

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amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Notice of any redemption will be-mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its address as such address shall appear in the Security Register of the Company. Unless the Company defaults in the payment of the redemption price on and after the redemption date, interest will cease to accrue on the principal amount of this Note called for redemption.

If an HDI Change of Control Triggering Event (as defined below) occurs, unless the Company has previously or concurrently mailed a redemption notice with respect to this Note as described above, the Company will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”).

Within 30 days following any HDI Change of Control Triggering Event or, at the Company’s option, prior to any HDI Change of Control (as defined below), but after public announcement by HDI of the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice. Such date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the HDI Change of Control, state that the offer to purchase is conditioned on the HDI Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

If any Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with a Company Officers’ Certificate (as defined in the Indenture) stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company will not be required to comply with the obligations relating to repurchasing the Notes if a third party instead satisfies them.

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The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

If Holders of not less than 95% in aggregate principal amount of the Notes validly tender and do not withdraw such amount of the Notes in a Change of Control Offer, and the Company, or any third party making an offer to purchase the Notes in connection with an HDI Change of Control Triggering Event in lieu of the Company, purchase such amount of the Notes validly tendered and not withdrawn by such Holders, then the Company will have the right, upon notice described above, given not more than 30 days following the Change of Control Payment Date, to redeem all (but not less than all) of the aggregate principal amount of the Notes that remains outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record as of the close of business on the relevant Regular Record Date to receive interest on the applicable Interest Payment Date). If the redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period after the earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the intention of Harley-Davidson, Inc. (“HDI”) to effect an HDI Change of Control (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of HDI Change of Control Triggering Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable HDI Change of Control (whether or not the applicable HDI Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of HDI who (1) was a member of such Board of Directors on the date the Notes

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were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of HDI in which such member was named as a nominee for election as a director).

“Fitch” means Fitch Inc.

“HDI Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than HDI or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of HDI and the assets of the subsidiaries of HDI, taken as a whole, to one or more “persons” (as that term is defined in the Indenture), other than HDI or one of its subsidiaries; or (3) the first day on which a majority of the members of the Board of Directors of HDI are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI Change of Control if (1) HDI becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of HDI immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“HDI Change of Control Triggering Event” means the occurrence of both an HDI Change of Control and a Below Investment Grade Rating Event.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

22

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Company may “reopen” a previously issued tranche of Notes and issue additional Notes of such tranche or establish additional terms of such tranche or issue notes with the same terms as previously issued Notes.

The Company may at any time purchase this Note at any price in the open market or otherwise. Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

By acceptance of this Note, the Holder hereof agrees to be bound by the provisions of the Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture.

23

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.

By:    
Name:
Title:    

By:    
Name:
Title:    

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:     Authorized Signatory

GUARANTEE

For value received, undersigned hereby fully, irrevocably and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article Fourteen of the Indenture, to the Holder of this Note and to the Trustee, on behalf of the Holder, the due and punctual payment of the principal of, and any premium, interest and any Additional Amounts on, this Note, when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of this Note and the Indenture. This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Note upon which this Guarantee is endorsed.

Dated:
	HARLEY-DAVIDSON CREDIT CORP.
	a Nevada corporation
	By:  Name: Title:
Attest:
By: Name: Title:

ABBREVIATIONS

The following abbreviations, when used in the inscription on this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT - _______ Custodian ______         (Cust) (Minor)
TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship and not as tenant in common	(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(Please insert social security or other identifying number of assignee)

(Name and address of assignee, including zip code,
must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________ attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made

Date of Exchange Amount of increase in Principal Amount of this Global Note Amount of decrease in Principal Amount of this Global Note Principal Amount of this Global Note following each decrease or increase Signature of authorized signatory of Trustee

EX-4.15

OFFICERS’ CERTIFICATEOFHARLEY-DAVIDSON FINANCIAL SERVICES, INC.

Pursuant to Sections 102 and 301 of the Indenture

Reference is made to the Indenture dated as of March 4, 2011 (the “Indenture”) among Harley-Davidson Financial Services, Inc. (the “Company”), Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”). Terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

Pursuant to Sections 102 and 301 of the Indenture, the undersigned, Ryan Green and James Darrell Thomas, in their respective capacities as Vice President and Chief Financial Officer, and Vice President and Treasurer of the Company, hereby certify that:

(1)    There has been established a series of Securities under the Indenture titled Medium-Term Notes, Due Nine Months or More from Date of Issue (the “Notes”).

(2)    The form of note duly completed and attached hereto as Exhibit A is one of the Notes (the “Note”).

(3)    In addition to the terms provided in, or established pursuant to, the Indenture and the offering memorandum and the pricing supplement, both dated as of November 13, 2014, relating to the Notes (together referred to as the “Offering Memorandum”), the Note, as authenticated and delivered, shall have the terms set forth in Exhibit A (which terms are incorporated herein by reference and deemed to be set forth herein in full) (in the event of a conflict between the provisions of the Note and the Offering Memorandum, the provisions of the Note shall prevail).

(4)    The Note shall be registered in the name set forth on Exhibit A and the Note shall be delivered in the manner specified in the Administrative Procedures attached as Exhibit A to the Company Order delivered as of the date hereof and as described in the Private Placement Agency Agreement dated as of March 1, 2011 (the “Private Placement Agency Agreement”), among the Company, the Guarantor and the agents party thereto.

(5)    The issuance of Notes designated as 1.550% Medium-Term Notes due 2017, in an initial aggregate principal amount of $400,000,000, have been approved and authorized in accordance with the provisions of the Indenture pursuant to resolutions adopted by the Board of Directors of the Company by unanimous written consent dated as of November 3, 2014 and by this Officers’ Certificate.

(6)    All covenants and conditions precedent provided for in the Indenture relating to the establishment of the Notes, the terms of the Notes and the authentication and issuance of the Notes have been complied with.

(7)    No Event of Default has occurred and is continuing and the execution and delivery of the Indenture will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the certificate of incorporation or bylaws of the Company, or any order of any court or administrative agency entered in any proceeding to which the Company is a party or by which it is bound or to which it is subject.

Each of the undersigned officers of the Company further states (a) that he has read the provisions of Section 301 of the Indenture and the definitions relating thereto, (b) that the statements made in this certificate are based upon an examination of the provisions of the Indenture and upon the relevant books and records of the Company, (c) in the opinion of such officer, he has made such examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the conditions set forth in the Indenture have been complied with and (d) in the opinion of such officer, such conditions have been complied with.

[Signature page follows]

2

IN WITNESS WHEREOF, each of the undersigned officers of the Company has affixed his signature this 18th day of November, 2014.

/s/ Ryan Green                
Name: Ryan Green

Title: Vice President and Chief Financial Officer of Harley-Davidson Financial Services, Inc.

/s/ James Darrell Thomas        
Name: James Darrell Thomas

Title: Vice President and Treasurer of Harley-Davidson Financial Services, Inc.

[HDFS Officers’ Certificate Pursuant to Sections 102 and 301 of the Indenture]

Exhibit AtoOfficers’ Certificate Pursuant to Sections 102 and 301 of the Indenture

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
1.550% MEDIUM-TERM NOTES DUE 2017

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER

1

SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

2

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
1.550% MEDIUM-TERM NOTES DUE 2017

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

No. A001        Principal Amount $355,920,000

CUSIP No. 41283LAE5     as revised by the Schedule of         

ISIN No. US41283LAE56        Increases and Decreases in Global

Note attached hereto

Issue Price: 99.860%	Maturity Date: November 17, 2017
Original Issue Date: November 18, 2014	Index Maturity:
	[ ] Original Issue Discount Note
	Total Amount of OID:
	Yield to Maturity: %
	Initial Accrual Period OID:
[X] Fixed Rate
Interest Rate: 1.550%
[ ] Floating Rate
Interest Rate Basis:
___ CD Rate	Specified Currency (if other than U.S. dollars): N/A
___ CMT Rate   [ ] CMT Reuters Page FRBCMT:
[ ] CMT Reuters Page FEDCMT:	Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
___ Commercial Paper Rate
___ Federal Funds Rate
___ LIBOR	Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
___ Prime Rate	Place of Payment (if other than as set forth in the Indenture): N/A

3

___ Treasury Rate
___ Other
Spread (Plus Or Minus):	Initial Redemption Date:
	Initial Redemption Percentage:
	Annual Redemption Percentage Reduction:
	Repayment Date:
Spread Multiplier: %	Renewable: [ ] Yes [ ] No
	Extendible: [ ] Yes [ ] No
Interest Category:
[ ] Regular Floating Rate Note	Final Maturity Date:
[ ] Floating Rate/Fixed Rate Note   Fixed Rate Commencement Date:
Fixed Interest Rate: %
[ ] Inverse Floating Rate Note
Initial Interest Reset Date:	Maximum Interest Rate: %
Interest Reset Dates:	Minimum Interest Rate: %
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
Regular Record Dates (if other than as set forth below): N/A
Interest Determination Dates (if other than as set forth below): N/A
Additional Amounts applicable for Company:
[ ] Yes
[X] No
Additional Amounts applicable for Guarantor:
[ ] Yes
[X] No
Addendum Attached	Other Provisions:
[ ] Yes
[X] No

4

Authorized Denomination (only if non-U. S. dollar denominated Note): N/A

Calculation Agent (if other than the Trustee): N/A

Interest Payment Period: N/A

Harley-Davidson Financial Services, Inc., a corporation duly organized under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount specified above, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on the Maturity Date specified above and to pay to the registered holder of this Note (the “Holder”) interest on said Principal Amount at a rate per annum specified above and upon the terms provided below under either the heading “Provisions Applicable to Fixed Rate Notes Only” or “Provisions Applicable to Floating Rate Notes Only.”

This Note is one of a duly authorized issue of notes of the Company (herein referred to as the “Notes”), all issued or to be issued in one or more series under an indenture, dated as of March 4, 2011 (as may be supplemented from time to time, the “Indenture”), among the Company, Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes of this series are limited (except as otherwise provided in the Indenture) to the aggregate principal amount established from time to time by the Company Board of Directors. The Notes of this series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Indenture. The Notes of this series may be subject to redemption upon notice and in accordance with the provisions of this Note and the Indenture. The Company and the Guarantor may defease the Notes of this series in accordance with the provisions of the Indenture.

To secure the due and punctual payment of principal, any premium, any interest and Additional Amounts (as defined in the Indenture) on this Note by the Company under the Indenture, when and as the same shall become due and payable, whether at the Maturity Date, by declaration of acceleration, call for redemption or otherwise, the Guarantor has unconditionally guaranteed this Note pursuant to the terms of the Guarantee endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).

As used herein, the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York; provided, however, that if a Specified Currency is specified above, the day is also not a day on which

5

commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing such Specified Currency or, if such Specified Currency is the Euro, the day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; providedfurther that if LIBOR is indicated above to be an applicable Interest Rate Basis, the day is also a London Banking Day (as defined below).

“Principal Financial Center” means, unless otherwise provided in this Note, the capital city of the country issuing the Specified Currency; except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” will be the City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Johannesburg and Zurich, respectively.

“London Banking Day” means a day which commercial banks are open for business, including dealings in U.S. dollars, in London.

Provisions Applicable To Fixed Rate Notes Only:

If the “Fixed Rate” line above is checked, unless otherwise specified above, the Company will pay interest semiannually on May 17 and November 17 of each year (each such date fixed for the payment of interest, an “Interest Payment Date”) commencing on May 17, 2015, and ending on the Maturity Date or upon earlier redemption or repayment to the person to whom principal is payable. Interest shall accrue from the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for on this Note to, but excluding, the next following Interest Payment Date, Maturity Date, or earlier date of redemption or repayment, as the case may be. Interest on Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If any Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment) of this Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

Provisions Applicable To Floating Rate Notes Only:

If the “Floating Rate” line above is checked, the Company will pay interest on the Interest Payment Dates shown specified above at the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate determined in accordance with the provisions hereinafter set forth under the headings “Determination of CD Rate,” “Determination of CMT Rate,” “Determination of Commercial Paper Rate,” “Determination of Federal Funds Rate,” “Determination of LIBOR,” “Determination of Prime Rate” or “Determination of Treasury Rate,” depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or other Interest Rate Basis.

6

An interest payment shall be the amount of interest accrued from and including the Original Issue Date, or from and including the last Interest Payment Date to which interest has been paid, to, but excluding, the next following Interest Payment Date, Maturity Date, or date of earlier redemption or repayment, as the case may be (an “Interest Period”). Notwithstanding any provision herein to the contrary, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above.

If any Interest Payment Date for any Floating Rate Note, other than an Interest Payment Date at maturity, would fall on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day, and interest will continue to accrue to the following Business Day, except that if LIBOR is the applicable Interest Rate Basis, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day. If the Maturity Date (or date of earlier redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of earlier redemption or repayment).

Commencing with the first Interest Reset Date specified above following the Original Issue Date, the rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified above under “Interest Reset Dates.”

The interest rate borne by this Note will be determined as follows:

(i)    Unless the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other Provisions” or an Addendum hereto applies, in each case, relating to a different interest rate formula, this Note shall be designated as a “Regular Floating Rate Note” and, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the applicable Spread Multiplier, if any; in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified above; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

(ii)    If the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date specified above to the Maturity Date (or date of earlier

7

redemption or repayment) shall be the Fixed Interest Rate specified above or, if no Fixed Interest Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate Commencement Date.

(iii)    If the Interest Category of this Note is specified above as an “Inverse Floating Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at (a) the Fixed Interest Rate specified above minus (b) the rate determined by reference to the applicable Interest Rate Basis or Bases:

(x)    plus or minus the applicable Spread, if any, and/or

(y)    multiplied by the applicable Spread Multiplier, if any, in each case as specified above;

provided, however, that, unless otherwise specified above under “Other Provisions” or in an Addendum hereto, the interest rate hereon shall not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset on each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate set forth above.

The “Spread” is the number of basis points (one basis point equals one-hundredth of a percentage point) specified above to be added to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the “Spread Multiplier” is the percentage specified above by which the Interest Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a Spread Multiplier may be applicable to the Interest Rate Basis for a particular Floating Rate Note, as set forth above.

Each such adjusted Interest Rate Basis shall be applicable on and after the Interest Reset Date to which it relates but not including the next succeeding Interest Reset Date. If any Interest Reset Date is a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined by reference to LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. In addition, if the Treasury Rate is the applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then the Interest Reset Date will be postponed to the next succeeding Business Day. Subject to applicable provisions of law (including usury laws) and except as specified in this Note, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below.

With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of thereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period or from the last date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate

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Notes or by the actual number of days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to any day that is an Interest Reset Date will be the interest rate effective on such Interest Reset Date. The interest rate applicable to any other day will be the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as specified above).

The “Calculation Date,” where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

For Floating Rate Notes, The Bank of New York Mellon Trust Company, N.A. shall be the calculation agent unless another calculation agent is specified above (the “Calculation Agent”). The interest rate applicable to each interest period will be determined by the Calculation Agent on or prior to the applicable Calculation Date. At the request of the Holder, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date.

All percentages resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward).

Determination of CD Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CD Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date calculated by the Calculation Agent on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the Index

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Maturity specified above in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in such sentence, the CD Rate shall be the CD Rate in effect on the applicable CD Interest Determination Date.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of CMT Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be, if “CMT Reuters Page FRBCMT” is specified above, the percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”) (“Reuters Page FRBCMT”). If the rate referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the applicable CMT Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.” In the event the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the rate on the applicable CMT Interest Determination Date for the period of the Index Maturity specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519). In the event the rate referred to in the preceding sentence is not published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three leading primary United States government securities dealers in the City of New York, which may include an agent of the Company or such agent’s affiliates (each a “Reference Dealer”), selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the

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Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service) (“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more

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than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

Determination of Commercial Paper Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial Paper Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial Paper Interest Determination Date”) and shall be the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity as indicated above, as such rate shall be published in H.15(519) under the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified above, published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m., New York City time, on the applicable Calculation Date, such rate is not yet published as provided in the preceding sentence, then the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date shall be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Interest Determination Date of three leading dealers of United States dollar commercial paper in the City of New York, which may include an agent of the Company or such agent’s

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affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity specified above, placed for industrial issuers whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on the applicable Commercial Paper Interest Determination Date.

“Money Market Yield” shall be a yield calculated in accordance with the following formula and expressed as a percentage:

Money market yield =	D × 360	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Federal Funds Rate, unless otherwise specified above, the “Federal Funds Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Federal Funds Interest Determination Date”) and shall be the rate on that date for United States dollar Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective),” as displayed on Reuters, Inc. (or any successor service) on page FEDFUND01 (or any other page as may replace the applicable page on that service) (“Reuters Page FEDFUND01”) or, if such rate does not appear on Reuters Page FEDFUND01, or is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the rate on the applicable Federal Funds Interest Determination Date for United States dollar Federal Funds will be the rate on such Federal Funds Interest Determination Date as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Federal Funds (Effective).” If such rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in the City of New York, which may include an agent of the Company or such agent’s affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time, on the applicable Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the applicable Federal Funds Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date will be determined by the Calculation Agent as of the second London Banking Day prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and shall be the rate

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(express as a percentage per annum) for deposits in U.S. dollars having a three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 a.m., London time, on the applicable LIBOR Interest Determination Date, or if Reuters LIBOR01 is not available on such date, the Calculation Agent will obtain such rate from Bloomberg’s page “BBAM.” If such rate does not appear on Reuters LIBOR01 or Bloomberg’s page “BBAM” on such LIBOR Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it to prime banks in the London interbank market for three‑month deposits in U.S. dollars in a principal amount of at least $1,000,000 at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date. If at least two such offered quotations are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum), offered by it for loans in U.S. dollars to leading European banks having a three‑month maturity in a principal amount of at least $1,000,000 at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date. If at least two such rates are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the rate in effect on the applicable LIBOR Interest Determination Date.

“Reuters LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, Inc. (or any successor service or page), for the purpose of displaying the London interbank rates of major banks for U.S. dollars.

Determination of Prime Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Prime Interest Determination Date”) and shall be the rate set forth on such date as published in H.15(519) under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate. will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the particular bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by

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the Calculation Agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Prime Interest Determination Date by three major banks, which may include an agent of the Company or such agent’s affiliates, in the City of New York selected by the Calculation Agent. However, if the banks selected by the Calculation Agent are not quoting as mentioned in the preceding sentence, the Prime Rate will be the Prime Rate in effect on the applicable Prime Interest Determination Date.

“Reuters Screen US PRIME 1 Page” means the display on the Reuter Money 3000 Service or any successor service on the “US PRIME 1 Page” or other page as may replace US PRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of Treasury Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” for each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, as specified above, as published under the caption “INVESTMENT RATE” on the display on Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may replace page USAUCTION 10 on that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11 on that service (“Reuters Page USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable Treasury Rate Determination Date, of three primary United States government

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securities dealers, which may include the agent or its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on the applicable Treasury Rate Determination Date.

The “Treasury Rate Determination Date” for any Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills would normally be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield =	D × N	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal; “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Provisions Applicable To Both Fixed Rate Notes And Floating Rate Notes:

The interest so payable on any Interest Payment Date will, subject to certain exceptions in the Indenture hereinafter referred to, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as defined below) immediately preceding such Interest Payment Date or, if the Interest Payment Date is the Maturity Date or the date of earlier redemption or repayment, to the person in whose name this Note is registered at the close of business on the Maturity Date or such earlier date of redemption or repayment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, interest for the period from and including the Original Issue Date to, but excluding, the Interest Payment Date relating to such Regular Record Date shall be paid on the next succeeding Interest Payment Date to the person in whose name this Note is registered on the close of business on the Regular Record Date preceding such Interest Payment Date. If this Note bears interest at a Fixed Rate, as specified above, unless otherwise specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the first day of May and November, preceding such Interest Payment Date, whether or not such date shall be a Business Day. If this Note bears interest at a Floating Rate, as specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the fifteenth calendar day next preceding such Interest Payment Date, whether or not such date shall be a Business Day.

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Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date or any earlier redemption or repayment date will be made in immediately available funds upon presentation and surrender of this Note; provided, however, that if a Specified Currency is specified above and such payment is to be made in such Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date or such earlier redemption or repayment date, as the case may be, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered at the Place of Payment specified above in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date, other than the Maturity Date or any earlier redemption or repayment date, will be made at the Place of Payment specified above.

Whenever in this Note or in the Indenture there is a reference, in any context, to the payment of the principal of, or interest, if any, on, or in respect of, the Notes, such payment shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in United States dollars or, if a Specified Currency is indicated above, in such Specified Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts of the country issuing such currency or, in the case of the Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union, such other currency which is then such legal tender in such country or in the adopting member states of the European Union, as the case may be). If a Specified Currency is specified above, except as otherwise provided below, any such amounts so payable by the Company will be converted by a New York clearing house bank designated by the Company (the “Exchange Rate Agent”) into United States dollars for payment to the Holder of this Note.

If a Specified Currency is specified above, the Holder of this Note may elect to receive any amount payable hereunder in such Specified Currency. If the Holder of this Note shall not have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in the City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes

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scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency.

If a Specified Currency is specified above, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency by submitting a written request for such payment to the Trustee at the Place of Payment on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be. Such written request may be mailed or hand delivered or sent by facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be.

If a Specified Currency is specified above and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, but such Specified Currency is not available for such payment due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date on which such payment is due. The “Market Exchange Rate” for the Specified Currency means the noon dollar buying rate in the City of New York for cable transfers of the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture).

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note.

In case an Event of Default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal amount (or, if the Note is an Original Issue Discount Note, such lesser portion of the principal amount as may be applicable) of the Notes of this series may be declared due and payable, and, with respect to certain Events of Default, shall automatically become due and payable, in each case in the manner and with the effect provided in the Indenture. If this Note is an Original Issue Discount Note, in the event of an acceleration of the Maturity Date hereof, the amount payable to the Holder of this Note upon such

18

acceleration will be determined by this Note but will be an amount less than the amount payable at the Maturity Date of this Note.

The Indenture permits, with certain exceptions as therein provided, the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities (as defined in the Indenture) of each series to be affected by such modification under the Indenture at any time by the Company and the Guarantor with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding Securities (as defined in the Indenture) of each series to be affected by such modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

This Note is issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof or other Authorized Denomination specified above.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered in the Security Register of this series upon surrender of this Note for registration of transfer at the Place of Payment specified above, duly endorsed by or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon a new Note or Notes of this series of Authorized Denomination and for the same aggregate principal amount, with the Guarantee endorsed thereon, will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Trustee, and any agent of the Company or the Trustee may treat the person in whose name this Note is registered in the Security Register as the owner of this Note for all purposes (other than for the determination of any Additional Amounts payable) and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

If so specified above, this Note will be redeemable at the Company’s option on the date or dates specified prior to the Maturity Date at a price or prices, each as specified above, together with accrued interest to the date of redemption. This Note will not be subject to any sinking fund. If so redeemable, the Company may redeem this Note either in whole or from time to time in part, upon not less than 30, nor more than 60, days’ notice before the date of redemption. If less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

This Note will be subject to redemption at the option of the Company, in whole or in part at any time prior to the Maturity Date, at a redemption price equal to the greater of (i) 100% of

19

the principal amount of this Note to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on this Note to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points, and accrued interest on the principal amount redeemed to the date of redemption.

If any redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are obtained by the Quotation Agent, the average of all such quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (i) (1) each of Citigroup Global Markets Inc. and RBS Securities Inc. (and their respective successors), (2) one Primary Treasury Dealer (as defined herein) selected by Wells Fargo Securities, LLC or its successor and (3) two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Notice of any redemption will be-mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its address as such address shall

20

appear in the Security Register of the Company. Unless the Company defaults in the payment of the redemption price on and after the redemption date, interest will cease to accrue on the principal amount of this Note called for redemption.

If an HDI Change of Control Triggering Event (as defined below) occurs, unless the Company has previously or concurrently mailed a redemption notice with respect to this Note as described above, the Company will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”).

Within 30 days following any HDI Change of Control Triggering Event or, at the Company’s option, prior to any HDI Change of Control (as defined below), but after public announcement by HDI of the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice. Such date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the HDI Change of Control, state that the offer to purchase is conditioned on the HDI Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

If any Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with a Company Officers’ Certificate (as defined in the Indenture) stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company will not be required to comply with the obligations relating to repurchasing the Notes if a third party instead satisfies them.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be

21

deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

If Holders of not less than 95% in aggregate principal amount of the Notes validly tender and do not withdraw such amount of the Notes in a Change of Control Offer, and the Company, or any third party making an offer to purchase the Notes in connection with an HDI Change of Control Triggering Event in lieu of the Company, purchase such amount of the Notes validly tendered and not withdrawn by such Holders, then the Company will have the right, upon notice described above, given not more than 30 days following the Change of Control Payment Date, to redeem all (but not less than all) of the aggregate principal amount of the Notes that remains outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record as of the close of business on the relevant Regular Record Date to receive interest on the applicable Interest Payment Date). If the redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period after the earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the intention of Harley-Davidson, Inc. (“HDI”) to effect an HDI Change of Control (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of HDI Change of Control Triggering Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable HDI Change of Control (whether or not the applicable HDI Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of HDI who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of HDI in which such member was named as a nominee for election as a director).

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“Fitch” means Fitch Inc.

“HDI Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than HDI or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of HDI and the assets of the subsidiaries of HDI, taken as a whole, to one or more “persons” (as that term is defined in the Indenture), other than HDI or one of its subsidiaries; or (3) the first day on which a majority of the members of the Board of Directors of HDI are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI Change of Control if (1) HDI becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of HDI immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“HDI Change of Control Triggering Event” means the occurrence of both an HDI Change of Control and a Below Investment Grade Rating Event.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

23

The Company may “reopen” a previously issued tranche of Notes and issue additional Notes of such tranche or establish additional terms of such tranche or issue notes with the same terms as previously issued Notes (except for the Original Issue Date, Issue Price and, if applicable, the initial Interest Payment Date).

The Company may at any time purchase this Note at any price in the open market or otherwise. Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

By acceptance of this Note, the Holder hereof agrees to be bound by the provisions of the Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture.

24

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.

By:    
Name:
Title:    

By:    
Name:
Title:    

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:     Authorized Signatory

GUARANTEE

For value received, undersigned hereby fully, irrevocably and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article Fourteen of the Indenture, to the Holder of this Note and to the Trustee, on behalf of the Holder, the due and punctual payment of the principal of, and any premium, interest and any Additional Amounts on, this Note, when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of this Note and the Indenture. This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Note upon which this Guarantee is endorsed.

Dated:
	HARLEY-DAVIDSON CREDIT CORP.
	a Nevada corporation
	By:  Name: Title:
Attest:
By: Name: Title:

ABBREVIATIONS

The following abbreviations, when used in the inscription on this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT - _______ Custodian ______         (Cust) (Minor)
TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship and not as tenant in common	(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(Please insert social security or other identifying number of assignee)

(Name and address of assignee, including zip code,
must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________ attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made

Date of Exchange Amount of increase in Principal Amount of this Global Note Amount of decrease in Principal Amount of this Global Note Principal Amount of this Global Note following each decrease or increase Signature of authorized signatory of Trustee

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
1.550% MEDIUM-TERM NOTES DUE 2017

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER

1

SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE

2

UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.

3

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
1.550% MEDIUM-TERM NOTES DUE 2017

Fully and Unconditionally Guaranteed
by Harley-Davidson Credit Corp.

No. S001        Principal Amount $44,080,000

CUSIP No. U24652AE6     as revised by the Schedule of         

ISIN No. USU24652AE65        Increases and Decreases in Global

Note attached hereto

Issue Price: 99.860%	Maturity Date: November 17, 2017
Original Issue Date: November 18, 2014	Index Maturity:
	[ ] Original Issue Discount Note
	Total Amount of OID:
	Yield to Maturity: %
	Initial Accrual Period OID:
[X] Fixed Rate
Interest Rate: 1.550%
[ ] Floating Rate
Interest Rate Basis:
___ CD Rate	Specified Currency (if other than U.S. dollars): N/A
___ CMT Rate   [ ] CMT Reuters Page FRBCMT:
[ ] CMT Reuters Page FEDCMT:	Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
___ Commercial Paper Rate
___ Federal Funds Rate
___ LIBOR	Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
___ Prime Rate	Place of Payment (if other than as set forth in the Indenture): N/A

4

___ Treasury Rate
___ Other
Spread (Plus Or Minus):	Initial Redemption Date:
	Initial Redemption Percentage:
	Annual Redemption Percentage Reduction:
	Repayment Date:
Spread Multiplier: %	Renewable: [ ] Yes [ ] No
	Extendible: [ ] Yes [ ] No
Interest Category:
[ ] Regular Floating Rate Note	Final Maturity Date:
[ ] Floating Rate/Fixed Rate Note   Fixed Rate Commencement Date:
Fixed Interest Rate: %
[ ] Inverse Floating Rate Note
Initial Interest Reset Date:	Maximum Interest Rate: %
Interest Reset Dates:	Minimum Interest Rate: %
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
Regular Record Dates (if other than as set forth below): N/A
Interest Determination Dates (if other than as set forth below): N/A
Additional Amounts applicable for Company:
[ ] Yes
[X] No
Additional Amounts applicable for Guarantor:
[ ] Yes
[X] No
Addendum Attached	Other Provisions:
[ ] Yes
[X] No

5

Authorized Denomination (only if non-U. S. dollar denominated Note): N/A

Calculation Agent (if other than the Trustee): N/A

Interest Payment Period: N/A

Harley-Davidson Financial Services, Inc., a corporation duly organized under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount specified above, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on the Maturity Date specified above and to pay to the registered holder of this Note (the “Holder”) interest on said Principal Amount at a rate per annum specified above and upon the terms provided below under either the heading “Provisions Applicable to Fixed Rate Notes Only” or “Provisions Applicable to Floating Rate Notes Only.”

This Note is one of a duly authorized issue of notes of the Company (herein referred to as the “Notes”), all issued or to be issued in one or more series under an indenture, dated as of March 4, 2011 (as may be supplemented from time to time, the “Indenture”), among the Company, Harley-Davidson Credit Corp. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes of this series are limited (except as otherwise provided in the Indenture) to the aggregate principal amount established from time to time by the Company Board of Directors. The Notes of this series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates and may otherwise vary, all as provided in the Indenture. The Notes of this series may be subject to redemption upon notice and in accordance with the provisions of this Note and the Indenture. The Company and the Guarantor may defease the Notes of this series in accordance with the provisions of the Indenture.

To secure the due and punctual payment of principal, any premium, any interest and Additional Amounts (as defined in the Indenture) on this Note by the Company under the Indenture, when and as the same shall become due and payable, whether at the Maturity Date, by declaration of acceleration, call for redemption or otherwise, the Guarantor has unconditionally guaranteed this Note pursuant to the terms of the Guarantee endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).

As used herein, the term “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York; provided, however, that if a Specified Currency is specified above, the day is also not a day on which

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commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing such Specified Currency or, if such Specified Currency is the Euro, the day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open; providedfurther that if LIBOR is indicated above to be an applicable Interest Rate Basis, the day is also a London Banking Day (as defined below).

“Principal Financial Center” means, unless otherwise provided in this Note, the capital city of the country issuing the Specified Currency; except that with respect to United States dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” will be the City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Johannesburg and Zurich, respectively.

“London Banking Day” means a day which commercial banks are open for business, including dealings in U.S. dollars, in London.

Provisions Applicable To Fixed Rate Notes Only:

If the “Fixed Rate” line above is checked, unless otherwise specified above, the Company will pay interest semiannually on May 17 and November 17 of each year (each such date fixed for the payment of interest, an “Interest Payment Date”) commencing on May 17, 2015, and ending on the Maturity Date or upon earlier redemption or repayment to the person to whom principal is payable. Interest shall accrue from the Original Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for on this Note to, but excluding, the next following Interest Payment Date, Maturity Date, or earlier date of redemption or repayment, as the case may be. Interest on Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If any Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment) of this Fixed Rate Note falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

Provisions Applicable To Floating Rate Notes Only:

If the “Floating Rate” line above is checked, the Company will pay interest on the Interest Payment Dates shown specified above at the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Original Issue Date specified above and thereafter at a rate determined in accordance with the provisions hereinafter set forth under the headings “Determination of CD Rate,” “Determination of CMT Rate,” “Determination of Commercial Paper Rate,” “Determination of Federal Funds Rate,” “Determination of LIBOR,” “Determination of Prime Rate” or “Determination of Treasury Rate,” depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or other Interest Rate Basis.

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An interest payment shall be the amount of interest accrued from and including the Original Issue Date, or from and including the last Interest Payment Date to which interest has been paid, to, but excluding, the next following Interest Payment Date, Maturity Date, or date of earlier redemption or repayment, as the case may be (an “Interest Period”). Notwithstanding any provision herein to the contrary, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified above.

If any Interest Payment Date for any Floating Rate Note, other than an Interest Payment Date at maturity, would fall on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day, and interest will continue to accrue to the following Business Day, except that if LIBOR is the applicable Interest Rate Basis, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day. If the Maturity Date (or date of earlier redemption or repayment) of any Floating Rate Note would fall on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date (or the date of earlier redemption or repayment).

Commencing with the first Interest Reset Date specified above following the Original Issue Date, the rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified above under “Interest Reset Dates.”

The interest rate borne by this Note will be determined as follows:

(i)    Unless the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other Provisions” or an Addendum hereto applies, in each case, relating to a different interest rate formula, this Note shall be designated as a “Regular Floating Rate Note” and, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the applicable Spread Multiplier, if any; in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified above; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

(ii)    If the Interest Category of this Note is specified above as a “Floating Rate/Fixed Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified above. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date specified above to the Maturity Date (or date of earlier

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redemption or repayment) shall be the Fixed Interest Rate specified above or, if no Fixed Interest Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate Commencement Date.

(iii)    If the Interest Category of this Note is specified above as an “Inverse Floating Rate Note” then, except as set forth below or specified above under “Other Provisions” or in an Addendum hereto, this Note shall bear interest at (a) the Fixed Interest Rate specified above minus (b) the rate determined by reference to the applicable Interest Rate Basis or Bases:

(x)    plus or minus the applicable Spread, if any, and/or

(y)    multiplied by the applicable Spread Multiplier, if any, in each case as specified above;

provided, however, that, unless otherwise specified above under “Other Provisions” or in an Addendum hereto, the interest rate hereon shall not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset on each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate set forth above.

The “Spread” is the number of basis points (one basis point equals one-hundredth of a percentage point) specified above to be added to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the “Spread Multiplier” is the percentage specified above by which the Interest Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a Spread Multiplier may be applicable to the Interest Rate Basis for a particular Floating Rate Note, as set forth above.

Each such adjusted Interest Rate Basis shall be applicable on and after the Interest Reset Date to which it relates but not including the next succeeding Interest Reset Date. If any Interest Reset Date is a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that if the rate of interest on this Note shall be determined by reference to LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. In addition, if the Treasury Rate is the applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then the Interest Reset Date will be postponed to the next succeeding Business Day. Subject to applicable provisions of law (including usury laws) and except as specified in this Note, on each Interest Reset Date, the rate of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below.

With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of thereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period or from the last date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate

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Notes or by the actual number of days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to any day that is an Interest Reset Date will be the interest rate effective on such Interest Reset Date. The interest rate applicable to any other day will be the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as specified above).

The “Calculation Date,” where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or the Maturity Date (or the date of earlier redemption or repayment), as the case may be.

For Floating Rate Notes, The Bank of New York Mellon Trust Company, N.A. shall be the calculation agent unless another calculation agent is specified above (the “Calculation Agent”). The interest rate applicable to each interest period will be determined by the Calculation Agent on or prior to the applicable Calculation Date. At the request of the Holder, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date.

All percentages resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward).

Determination of CD Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CD Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market).” If the rate referred to in the preceding sentence is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable CD Interest Determination Date calculated by the Calculation Agent on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the Index

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Maturity specified above in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in such sentence, the CD Rate shall be the CD Rate in effect on the applicable CD Interest Determination Date.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of CMT Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be, if “CMT Reuters Page FRBCMT” is specified above, the percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”) (“Reuters Page FRBCMT”). If the rate referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the applicable CMT Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.” In the event the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the rate on the applicable CMT Interest Determination Date for the period of the Index Maturity specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519). In the event the rate referred to in the preceding sentence is not published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three leading primary United States government securities dealers in the City of New York, which may include an agent of the Company or such agent’s affiliates (each a “Reference Dealer”), selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the

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Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service) (“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more

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than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Index Maturity specified above, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

Determination of Commercial Paper Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial Paper Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial Paper Interest Determination Date”) and shall be the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity as indicated above, as such rate shall be published in H.15(519) under the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not published prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified above, published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m., New York City time, on the applicable Calculation Date, such rate is not yet published as provided in the preceding sentence, then the Commercial Paper Rate on the applicable Commercial Paper Interest Determination Date shall be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Interest Determination Date of three leading dealers of United States dollar commercial paper in the City of New York, which may include an agent of the Company or such agent’s

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affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity specified above, placed for industrial issuers whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect on the applicable Commercial Paper Interest Determination Date.

“Money Market Yield” shall be a yield calculated in accordance with the following formula and expressed as a percentage:

Money market yield =	D × 360	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Federal Funds Rate, unless otherwise specified above, the “Federal Funds Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Federal Funds Interest Determination Date”) and shall be the rate on that date for United States dollar Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective),” as displayed on Reuters, Inc. (or any successor service) on page FEDFUND01 (or any other page as may replace the applicable page on that service) (“Reuters Page FEDFUND01”) or, if such rate does not appear on Reuters Page FEDFUND01, or is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the rate on the applicable Federal Funds Interest Determination Date for United States dollar Federal Funds will be the rate on such Federal Funds Interest Determination Date as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Federal Funds (Effective).” If such rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in the City of New York, which may include an agent of the Company or such agent’s affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time, on the applicable Federal Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the applicable Federal Funds Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date will be determined by the Calculation Agent as of the second London Banking Day prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and shall be the rate

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(express as a percentage per annum) for deposits in U.S. dollars having a three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 a.m., London time, on the applicable LIBOR Interest Determination Date, or if Reuters LIBOR01 is not available on such date, the Calculation Agent will obtain such rate from Bloomberg’s page “BBAM.” If such rate does not appear on Reuters LIBOR01 or Bloomberg’s page “BBAM” on such LIBOR Interest Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it to prime banks in the London interbank market for three‑month deposits in U.S. dollars in a principal amount of at least $1,000,000 at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date. If at least two such offered quotations are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum), offered by it for loans in U.S. dollars to leading European banks having a three‑month maturity in a principal amount of at least $1,000,000 at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date. If at least two such rates are so provided, LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR determined on the applicable LIBOR Interest Determination Date calculated by the Calculation Agent will be the rate in effect on the applicable LIBOR Interest Determination Date.

“Reuters LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, Inc. (or any successor service or page), for the purpose of displaying the London interbank rates of major banks for U.S. dollars.

Determination of Prime Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with respect to each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Prime Interest Determination Date”) and shall be the rate set forth on such date as published in H.15(519) under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate. will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the particular bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by

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the Calculation Agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Prime Interest Determination Date by three major banks, which may include an agent of the Company or such agent’s affiliates, in the City of New York selected by the Calculation Agent. However, if the banks selected by the Calculation Agent are not quoting as mentioned in the preceding sentence, the Prime Rate will be the Prime Rate in effect on the applicable Prime Interest Determination Date.

“Reuters Screen US PRIME 1 Page” means the display on the Reuter Money 3000 Service or any successor service on the “US PRIME 1 Page” or other page as may replace US PRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of Treasury Rate. If the Interest Rate Basis, as specified above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” for each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, as specified above, as published under the caption “INVESTMENT RATE” on the display on Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may replace page USAUCTION 10 on that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11 on that service (“Reuters Page USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable Treasury Rate Determination Date, of three primary United States government

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securities dealers, which may include the agent or its affiliates, selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on the applicable Treasury Rate Determination Date.

The “Treasury Rate Determination Date” for any Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills would normally be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield =	D × N	× 100
	360 - (D × M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal; “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Provisions Applicable To Both Fixed Rate Notes And Floating Rate Notes:

The interest so payable on any Interest Payment Date will, subject to certain exceptions in the Indenture hereinafter referred to, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as defined below) immediately preceding such Interest Payment Date or, if the Interest Payment Date is the Maturity Date or the date of earlier redemption or repayment, to the person in whose name this Note is registered at the close of business on the Maturity Date or such earlier date of redemption or repayment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, interest for the period from and including the Original Issue Date to, but excluding, the Interest Payment Date relating to such Regular Record Date shall be paid on the next succeeding Interest Payment Date to the person in whose name this Note is registered on the close of business on the Regular Record Date preceding such Interest Payment Date. If this Note bears interest at a Fixed Rate, as specified above, unless otherwise specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the first day of May and November, preceding such Interest Payment Date, whether or not such date shall be a Business Day. If this Note bears interest at a Floating Rate, as specified above, the “Regular Record Date” with respect to any Interest Payment Date shall be the fifteenth calendar day next preceding such Interest Payment Date, whether or not such date shall be a Business Day.

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Payment of principal, premium, if any, and interest in respect of this Note due on the Maturity Date or any earlier redemption or repayment date will be made in immediately available funds upon presentation and surrender of this Note; provided, however, that if a Specified Currency is specified above and such payment is to be made in such Specified Currency in accordance with the provisions set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank designated by the Holder hereof at least 15 calendar days prior to the Maturity Date or such earlier redemption or repayment date, as the case may be, provided that such bank has appropriate facilities therefor and that this Note is presented and surrendered at the Place of Payment specified above in time for the Trustee to make such payment in such funds in accordance with its normal procedures. Payment of interest due on any Interest Payment Date, other than the Maturity Date or any earlier redemption or repayment date, will be made at the Place of Payment specified above.

Whenever in this Note or in the Indenture there is a reference, in any context, to the payment of the principal of, or interest, if any, on, or in respect of, the Notes, such payment shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in United States dollars or, if a Specified Currency is indicated above, in such Specified Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts of the country issuing such currency or, in the case of the Euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union, such other currency which is then such legal tender in such country or in the adopting member states of the European Union, as the case may be). If a Specified Currency is specified above, except as otherwise provided below, any such amounts so payable by the Company will be converted by a New York clearing house bank designated by the Company (the “Exchange Rate Agent”) into United States dollars for payment to the Holder of this Note.

If a Specified Currency is specified above, the Holder of this Note may elect to receive any amount payable hereunder in such Specified Currency. If the Holder of this Note shall not have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, any United States dollar amount to be received by the Holder of this Note will be based on the highest bid quotation in the City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes

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scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. If three such bid quotations are not available, payments on this Note will be made in the Specified Currency.

If a Specified Currency is specified above, the Holder of this Note may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency by submitting a written request for such payment to the Trustee at the Place of Payment on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be. Such written request may be mailed or hand delivered or sent by facsimile transmission. The Holder of this Note may elect to receive all or a specified portion of all future payments in the Specified Currency in respect of such principal, premium, if any, and/or interest and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or repayment date), as the case may be.

If a Specified Currency is specified above and the Holder of this Note shall have duly made an election to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in respect of this Note in such Specified Currency, but such Specified Currency is not available for such payment due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payment in United States dollars on the basis of the Market Exchange Rate (as defined below) determined by the Exchange Rate Agent on the second Business Day prior to such payment date or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date on which such payment is due. The “Market Exchange Rate” for the Specified Currency means the noon dollar buying rate in the City of New York for cable transfers of the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in United States dollars under such circumstances shall not constitute an Event of Default (as defined in the Indenture).

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note.

In case an Event of Default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal amount (or, if the Note is an Original Issue Discount Note, such lesser portion of the principal amount as may be applicable) of the Notes of this series may be declared due and payable, and, with respect to certain Events of Default, shall automatically become due and payable, in each case in the manner and with the effect provided in the Indenture. If this Note is an Original Issue Discount Note, in the event of an acceleration of the Maturity Date hereof, the amount payable to the Holder of this Note upon such

19

acceleration will be determined by this Note but will be an amount less than the amount payable at the Maturity Date of this Note.

The Indenture permits, with certain exceptions as therein provided, the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities (as defined in the Indenture) of each series to be affected by such modification under the Indenture at any time by the Company and the Guarantor with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding Securities (as defined in the Indenture) of each series to be affected by such modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities of each series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

This Note is issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof or other Authorized Denomination specified above.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered in the Security Register of this series upon surrender of this Note for registration of transfer at the Place of Payment specified above, duly endorsed by or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon a new Note or Notes of this series of Authorized Denomination and for the same aggregate principal amount, with the Guarantee endorsed thereon, will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Trustee, and any agent of the Company or the Trustee may treat the person in whose name this Note is registered in the Security Register as the owner of this Note for all purposes (other than for the determination of any Additional Amounts payable) and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

If so specified above, this Note will be redeemable at the Company’s option on the date or dates specified prior to the Maturity Date at a price or prices, each as specified above, together with accrued interest to the date of redemption. This Note will not be subject to any sinking fund. If so redeemable, the Company may redeem this Note either in whole or from time to time in part, upon not less than 30, nor more than 60, days’ notice before the date of redemption. If less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

This Note will be subject to redemption at the option of the Company, in whole or in part at any time prior to the Maturity Date, at a redemption price equal to the greater of (i) 100% of

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the principal amount of this Note to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on this Note to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points, and accrued interest on the principal amount redeemed to the date of redemption.

If any redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are obtained by the Quotation Agent, the average of all such quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (i) (1) each of Citigroup Global Markets Inc. and RBS Securities Inc. (and their respective successors), (2) one Primary Treasury Dealer (as defined herein) selected by Wells Fargo Securities, LLC or its successor and (3) two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Notice of any redemption will be-mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its address as such address shall

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appear in the Security Register of the Company. Unless the Company defaults in the payment of the redemption price on and after the redemption date, interest will cease to accrue on the principal amount of this Note called for redemption.

If an HDI Change of Control Triggering Event (as defined below) occurs, unless the Company has previously or concurrently mailed a redemption notice with respect to this Note as described above, the Company will be required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”).

Within 30 days following any HDI Change of Control Triggering Event or, at the Company’s option, prior to any HDI Change of Control (as defined below), but after public announcement by HDI of the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes, or would constitute upon consummation thereof, the HDI Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice. Such date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the HDI Change of Control, state that the offer to purchase is conditioned on the HDI Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

If any Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with a Company Officers’ Certificate (as defined in the Indenture) stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company will not be required to comply with the obligations relating to repurchasing the Notes if a third party instead satisfies them.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the Notes. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be

22

deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

If Holders of not less than 95% in aggregate principal amount of the Notes validly tender and do not withdraw such amount of the Notes in a Change of Control Offer, and the Company, or any third party making an offer to purchase the Notes in connection with an HDI Change of Control Triggering Event in lieu of the Company, purchase such amount of the Notes validly tendered and not withdrawn by such Holders, then the Company will have the right, upon notice described above, given not more than 30 days following the Change of Control Payment Date, to redeem all (but not less than all) of the aggregate principal amount of the Notes that remains outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record as of the close of business on the relevant Regular Record Date to receive interest on the applicable Interest Payment Date). If the redemption date falls on a day that is not a Business Day, the related payment of the redemption price and interest will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period after the earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the intention of Harley-Davidson, Inc. (“HDI”) to effect an HDI Change of Control (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of HDI Change of Control Triggering Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable HDI Change of Control (whether or not the applicable HDI Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of HDI who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of HDI in which such member was named as a nominee for election as a director).

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“Fitch” means Fitch Inc.

“HDI Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than HDI or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of HDI and the assets of the subsidiaries of HDI, taken as a whole, to one or more “persons” (as that term is defined in the Indenture), other than HDI or one of its subsidiaries; or (3) the first day on which a majority of the members of the Board of Directors of HDI are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI Change of Control if (1) HDI becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of HDI immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“HDI Change of Control Triggering Event” means the occurrence of both an HDI Change of Control and a Below Investment Grade Rating Event.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

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The Company may “reopen” a previously issued tranche of Notes and issue additional Notes of such tranche or establish additional terms of such tranche or issue notes with the same terms as previously issued Notes (except for the Original Issue Date, Issue Price and, if applicable, the initial Interest Payment Date).

The Company may at any time purchase this Note at any price in the open market or otherwise. Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

By acceptance of this Note, the Holder hereof agrees to be bound by the provisions of the Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.

By:    
Name:
Title:    

By:    
Name:
Title:    

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:     Authorized Signatory

GUARANTEE

For value received, undersigned hereby fully, irrevocably and unconditionally guarantees, pursuant to the terms of the Guarantee contained in Article Fourteen of the Indenture, to the Holder of this Note and to the Trustee, on behalf of the Holder, the due and punctual payment of the principal of, and any premium, interest and any Additional Amounts on, this Note, when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of this Note and the Indenture. This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Note upon which this Guarantee is endorsed.

Dated:
	HARLEY-DAVIDSON CREDIT CORP.
	a Nevada corporation
	By:  Name: Title:
Attest:
By: Name: Title:

ABBREVIATIONS

The following abbreviations, when used in the inscription on this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT - _______ Custodian ______         (Cust) (Minor)
TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship and not as tenant in common	(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(Please insert social security or other identifying number of assignee)

(Name and address of assignee, including zip code,
must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________ attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made

Date of Exchange Amount of increase in Principal Amount of this Global Note Amount of decrease in Principal Amount of this Global Note Principal Amount of this Global Note following each decrease or increase Signature of authorized signatory of Trustee

EX-10.6

HARLEY-DAVIDSON, INC.

DIRECTOR STOCK PLAN

(As Amended and Restated Effective December 1, 2014)

ARTICLE 1

Purpose

The purpose of the Harley-Davidson, Inc. Director Stock Plan is to facilitate payment of compensation to nonemployee directors in the form of Common Stock of Harley-Davidson, Inc. or in a form the value of which is based upon the value of Common Stock of Harley-Davidson, Inc. Such payment should provide a method for nonemployee directors to meet the requirements of the Director and Senior Executive Stock Ownership Guidelines for Harley-Davidson, Inc. and an increased incentive for nonemployee directors to contribute to the future success and prosperity of Harley-Davidson, Inc. We believe this will, in turn, enhance the value of the stock for the benefit of the shareholders, and increase the ability of Harley-Davidson, Inc. to attract and retain directors of exceptional skill upon whom, in large measure, its sustained growth and profitability depend.

ARTICLE 2

Definitions

The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article:

2.1. Affiliate: Each corporation, trade or business that, with the Company, forms part of a controlled group of corporations or group of trades or businesses under common control within the meaning of Code Sections 414(b) or (c); provided that for purpose of determining when an Outside Director has incurred a Separation from Service, the phrase “at least fifty percent (50%)” shall be used in place of “at least eighty percent (80%)” each place it appears in Code Section 414(b) and (c) and the regulations thereunder.

2.2. Annual Retainer Fee: The annual retainer fee then in effect for service by an Outside Director as a director, board committee chair and/or committee member, excluding grants of “Share Units” pursuant to Article 9.

2.3. Board: The Board of Directors of the Company.

2.4. Change of Control Event: A change of control event as defined in regulations promulgated by the Secretary of the Treasury for purposes of Code Section 409A, with respect to Harley-Davidson, Inc.

2.5. Code: The Internal Revenue Code of 1986, as amended.

2.6. Committee: The Nominating and Corporate Governance Committee of the Board; provided that if any member of the Nominating and Corporate Governance Committee is not a Disinterested Person, the Committee shall be comprised of only those members of the Nominating and Corporate Governance Committee who are Disinterested Persons.

2.7. Common Stock: The common stock of the Company.

2.8. Company: Harley-Davidson, Inc.

2.9. Deferral Election: An election by an Outside Director to defer receiving all or any portion of the shares of Common Stock that would otherwise be transferred to such Outside Director pursuant to a Share Election.

2.10. Deferral Share Account: See Section 8.2.

2.11. Disinterested Persons: Nonemployee directors within the meaning of Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as amended.

2.12. Fair Market Value: (From and after February 14, 2007) On the date as of which Fair Market Value is being determined, if the Common Stock is listed for trading on the New York Stock Exchange, the closing sales price on the date in question as reported in The Wall Street Journal, or if no sales of Common Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange. If the Common Stock is not listed or admitted to trading on the New York Stock Exchange on the date in question, then “Fair Market Value” means, on the date as of which Fair Market Value is being determined, (i) the closing sales price on the date in question on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if no sales of Common Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange; or (ii) if the Common Stock is not listed or admitted to trading on any national securities exchange, the closing quoted sale price on the date in question, or if no sales of Common Stock occur on the date in question, on the last preceding date on which there was a sale; or (iii) if not so quoted, the mean of the closing bid and asked prices on the date in question in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or such other system then in use, or if no sales of Common Stock occur on the date in question, on the last preceding date on which there was a sale; or (iv) if on any such date the Common Stock is not quoted by any such organization, the mean of the closing bid and asked prices on the date in question as furnished by a professional market maker making a market in the Common Stock selected by the Board for the date in question, or if no sales of Common Stock occur on the date in question, on the last preceding date on which there was a sale; or (v) if on any such date no market maker is making a market in the Common Stock, the price as determined in good faith by the Committee.

2.13. Option: A stock option granted under the Plan.

2.13 Option Price: The purchase price of a share of Common Stock under an Option.

2.14. Optionee: A person who has been granted one or more Options.

2.15. Grant Share Account: See Section 9.4.

2.16. Outside Director: Each member of the Board who is not also an employee of the Company or any Subsidiary (including members of the Committee).

2.17. Plan: The Harley-Davidson, Inc. Director Stock Plan.

2.18. Separation from Service: The date on which an Outside Director ceases service as a director of the Company and all Affiliates, provided that such cessation of service constitutes a separation from service for purposes of Code Section 409A.

2.19. Share Accounts. An Outside Director’s Deferral Share Account and/or Grant Share Account.

2.20. Share Election: An election by an Outside Director to receive either 50% or 100% of his or her Annual Retainer Fee in the form of Common Stock (subject to any Deferral Election by an Outside Director), with the receipt of such shares of Common Stock to be in lieu of any cash payment for that portion of his or her Annual Retainer Fee; provided, however, that if, at the time an Annual Retainer Fee is payable, an Outside Director satisfies, through the ownership of Common Stock and/or Share Units credited to his or her Share Accounts, the stock ownership guidelines for directors then in effect that the Board or any committee of the Board has established, then the Outside Director may make a Share Election to receive 0% of such Annual Retainer Fee in the form of Common Stock.

2.21. Share Unit: A hypothetical share of Common Stock.

2.22. Subsidiary: A corporation, limited partnership, general partnership, limited liability company, business trust or other entity of which more than fifty percent (50%) of the voting power or ownership interest is directly and/or indirectly held by the Company.

2.23. Termination Date: The day preceding the tenth anniversary of the date on which the Option is granted.

ARTICLE 3

Administration

3.1. The Committee: In addition to the authority specifically granted to the Committee in the Plan, the Committee has full discretionary authority to administer the Plan, including but not limited to the authority to (i) interpret the provisions of the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations necessary or advisable for the administration of the Plan.

3.2. Actions Final: Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive.

ARTICLE 4

Shares Subject to the Plan

4.1. The total number of shares of Common Stock available for delivery under the Plan shall be 300,000 as of April 24, 2010. The foregoing amount shall be subject to adjustment in accordance with Article 10. If an Option or portion thereof shall expire, be canceled or terminate for any reason without having been exercised in full, the unpurchased shares covered by such Options shall be available for future grants of Options. Shares of Common Stock to be delivered under the Plan shall be made available from authorized and unissued shares or from issued shares of Common Stock reacquired and held as treasury shares. In no event shall the Company be required to deliver a fractional share of Common Stock under the Plan. Whenever under the terms of the Plan a fractional share of Common Stock would otherwise be required to be delivered, there shall be delivered in lieu thereof one full share of Common Stock. Payments in respect of an Outside Director’s Share Accounts that are made in cash shall not reduce the number of shares of Common Stock available for delivery under the Plan.

ARTICLE 5

Eligibility

5.1. Only Outside Directors shall be entitled to participate in the Plan.

ARTICLE 6

Options

6.1. Option Grants: Prior to December 31, 2002, each Outside Director who served as a member of the Board immediately following an annual meeting of shareholders of the Company was automatically granted on the first business day after such meeting (the “Annual Grant Date”) an Option for the purchase of such number of shares of Common Stock (rounded up to the nearest multiple of 100) whose Fair Market Value on the Annual Grant Date equaled three (3) times the Optionee’s Annual Retainer Fee other than committee chair retainer fees. No such Option shall be granted under the Plan after December 31, 2002.

6.2. Option Agreements: All Options shall be evidenced by written agreements executed by the Company. Such options shall be subject to the applicable provisions of the Plan, and shall contain such provisions as are required by the Plan and any other provisions the Committee may prescribe. All agreements evidencing Options shall specify the total number of shares subject to each grant, the Option Price and the Termination Date.

6.3. Option Price: The Option Price shall be the Fair Market Value of a share of Common Stock on the Annual Grant Date.

6.4. Period of Exercise: Options shall be exercisable from and after the Annual Grant Date and shall terminate one year after the Optionee ceases to serve as a member of the Board for any reason, except that as to any Optionee who is removed from the Board for cause in accordance with the Company’s Restated Articles of Incorporation, the Options held by the Optionee shall terminate immediately on such removal. In any event, no Option or portion thereof shall be exercisable after the Termination Date.

6.5. Manner of Exercise and Payment: An Option, or portion thereof, shall be exercised by delivery of a written notice of exercise to the Company and provision (in a manner acceptable to the Committee) for payment of the full price of the shares being purchased pursuant to the Option and any withholding taxes due thereon.

6.6. Nontransferability of Options: Except as may be otherwise provided by the Committee, each Option shall, during the Optionee’s lifetime, be exercisable only by the Optionee and neither it nor any right hereunder shall be transferable otherwise than by will or the laws of descent and distribution or be subject to attachment, execution or other similar process. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of an Option or of any right hereunder, except as provided for herein, or in the event of any levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and the Option shall thereupon become null and void.

ARTICLE 7

Share Election

7.1. Share Election:

a. Initial Share Election. Within 30 days of the date on which an Outside Director first becomes an Outside Director, the Outside Director shall make a Share Election that will specify the portion of the Outside Director’s Annual Retainer Fee that is to be paid in shares of Common Stock (subject to any deferral by the Outside Director under Section 7.2) and the portion that is to be paid in cash (subject to any deferral by the Outside Director under the Company’s Deferred Compensation Plan for Nonemployee Directors (the “Cash Deferral Plan”)). An Outside Director’s Share Election (i) must be in writing and delivered to the Treasurer of the Company, (ii) shall be effective with respect to the portion of the Outside Director’s Annual Retainer Fee that will be earned on and after the date the Treasurer of the Company receives the Share Election, or as soon thereafter as is administratively practicable, and (iii) shall remain in effect from year-to-year thereafter unless modified or revoked by a subsequent Share Election that becomes effective in accordance with the provisions hereof. If an Outside Director elects (or is deemed to have elected) to receive only 50% of his or her Annual Retainer Fee in the form of shares of Common Stock, then the remaining 50% shall be paid in cash (subject to any deferral by the Outside Director under the Cash Deferral Plan). If an Outside Director who is entitled to do so elects to receive 0% of his or her Annual Retainer Fee in the form of shares of Common Stock, then all of his or her Annual Retainer Fee shall be paid in cash (subject to any deferral by the Outside Director under the Cash Deferral Plan). If an Outside Director has not made a Share Election, the Director will be deemed to have made a Share Election to receive 50% of his or her Annual Retainer Fee in the form of Common Stock.

b. Revised Share Election. Except to the extent that the Company is permitted and elects to give earlier effect to an Outside Director’s modification or revocation to his or her Share Election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, an Outside Director’s Share Election, once effective with respect to a calendar year, may not be revoked or modified with respect to the Outside Director’s Annual Retainer Fee for that calendar year. An Outside Director may revoke or modify his or her then current Share Election by filing a revised Share Election form, properly completed and signed, with the Treasurer of the Company. However, except to the extent that the Company is permitted and elects to give earlier effect to a Director’s revised election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, the revised Share Election will become effective on January 1 of the calendar year following the calendar year during which the revised Share Election is received by the Treasurer of the Company, or as soon thereafter as is administratively practicable. An Outside Director’s revised Share Election, once effective, shall remain in effect until again modified by the Outside Director or otherwise revoked in accordance with the provisions hereof.

7.2. Transfer of Shares: Subject to any Deferral Election by an Outside Director, shares of Common Stock issuable to an Outside Director pursuant to a Share Election shall be transferred to such Outside Director as of the first business day following each annual meeting of the shareholders of the Company, except that, for an Outside Director elected to the Board at a time other than at an annual meeting of the shareholders of the Company, shares of Common Stock issuable to the Outside Director pursuant to a Share Election shall be transferred to such Outside Director as of the first business day following the first meeting of the Board or a committee of the Board that the Outside Director attends. The total number of shares of Common Stock to be so transferred shall be determined by dividing (x) the dollar amount of the Annual Retainer Fee payable to which the Share Election applies, by (y) the Fair Market Value of a share of Common Stock on the day on which the Annual Retainer Fee is payable to the Outside Director.

ARTICLE 8

Deferral Elections

8.1. Deferral Election: Each Outside Director may make a Deferral Election to defer receiving all, 50% or none of the shares of Common Stock that would otherwise be transferred to such Outside Director pursuant to a Share Election with respect to any Annual Retainer Fees otherwise earned after the effective date of the Deferral Election.

a. Initial Deferral Election. An Outside Director may make a Deferral Election within 30 days of the date on which an Outside Director first becomes an Outside Director. If an Outside Director has not made a Deferral Election during this period, the Director will be deemed to have made a Deferral Election to defer none of the shares covered by the Director’s Share Election. An Outside Director’s Deferral Election (i) must be in writing and delivered to the Treasurer of the Company, and (ii) shall remain in effect from year-to-year thereafter unless modified or revoked by a subsequent Deferral Election that becomes effective in accordance with the provisions hereof.

b. Revised Deferral Election. Except to the extent that the Company is permitted and elects to give earlier effect to an Outside Director’s modification or revocation to his or her Deferral Election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, an Outside Director’s Deferral Election, once effective with respect to a calendar year, may not be revoked or modified for that calendar year. An Outside Director may revoke or modify his or her then current Deferral Election by filing a revised Deferral Election form, properly completed and signed, with the Treasurer of the Company. However, except to the extent that the Company is permitted and elects to give earlier effect to a Director’s revised election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, the revised Deferral Election will become effective on January 1 of the calendar year following the calendar year during which the revised Deferral Election is received by the Treasurer of the Company, or as soon thereafter as is administratively practicable. An Outside Director’s revised Deferral Election, once effective, shall remain in effect until again modified by the Outside Director or otherwise revoked in accordance with the provisions hereof.

8.2. Deferral Share Accounts: An Outside Director who makes a Deferral Election shall have the number of deferred shares of Common Stock (including fractions of a share) that would otherwise be transferred pursuant to Section 7.2 credited as whole and fractional Share Units, with fractional units calculated to four decimal places, to a “Deferral Share Account” for the Outside Director, for recordkeeping purposes only.

8.3. Cash Dividends and Deferral Share Accounts: Whenever cash dividends are paid by the Company on outstanding Common Stock, on the payment date therefor there shall be credited to the Outside Director’s Deferral Share Account a number of additional Share Units, with fractional units calculated to four decimal places, equal to (i) the aggregate dividend that would be payable on outstanding shares of Common Stock equal to the number of Share Units credited to such Deferral Share Account on the record date for the dividend, divided by (ii) the Fair Market Value of a share of Common Stock on the last business day immediately preceding the date of payment of the dividend.

8.4. Distribution of Deferral Share Account. Following an Outside Director’s Separation from Service for any reason, or following the occurrence of a Change of Control Event, the Company will make (or in the case of installment distributions, commence) payments to the Outside Director (or, in case of the death of the Outside Director, to his or her beneficiary designated in accordance with Section 13.5 or, if no such beneficiary is designated, to his or her estate), as compensation for prior service as a director, in respect of the Outside Director’s Deferral Share Account. All payments in respect of the Deferral Share Account shall be made in shares of Common Stock by converting Share Units into Common Stock on a one-for-one basis. However, to the extent shares of Common Stock are not available for delivery under the Plan, the Committee may direct that all or any part of the payments in respect of the Deferral Share Account be made in cash rather than by delivery of Common Stock, in which case the cash payment shall be determined by multiplying the number of Share Units in the Deferral Share Account that are the subject of the cash payment by the Fair Market Value of a share of Common Stock on the last business day preceding the date on which payment is made. Similarly, any distribution payable under the Plan with respect to a fraction of a Share Unit shall be made in cash, with the amount of the cash payment determined by multiplying the fractional Share Unit by the Fair Market Value of a share of Common Stock on the last business day preceding the date on which payment is made.

a. Form of Payments: At the time that an Outside Director first makes a Deferral Election under the Plan or first makes a deferral election under the Cash Deferral Plan, whichever occurs earlier, the Outside Director shall make a payment election which shall govern distribution of both the Outside Director’s Deferral Share Account under the Plan and the Outside Director’s Deferred Benefit Account under the Cash Deferral Plan. In such payment election, the Outside Director may elect to have payments made either in (i) a single payment, or (ii) annual installments. Under the installment payment option, the Outside Director may select the number of years over which benefits are to be paid to the Outside Director, up to a maximum of 5 years, except that the number of installments selected may not result in any one installment payment with respect to less than 100 Share Units. The payment option elected shall apply to the Outside Director’s entire Deferral Share Account under the Plan and the Outside Director’s entire Deferred Benefit Account under the Cash Deferral Plan. The installment payment option does not apply upon the occurrence of a Change of Control Event. An Outside Director who fails to make a payment election with respect to the Outside Director’s Deferral Share Account under the Plan and the Outside Director’s Deferred Benefit Account under the Cash Deferral Plan shall be deemed to have elected the single payment option. An Outside Director may modify his or her distribution election (or deemed distribution election) only if (i) the revised distribution election is submitted to the Treasurer of the Company at least twelve (12) months prior to the first scheduled payment date under the Outside Director’s then-current distribution election and the revised election is not given effect for twelve (12) months after the date on which the revised election is submitted, and (ii) except as permitted under Code Section 409A, payment pursuant to the revised distribution election is deferred for at least five (5) years from the date payment would otherwise have been made under the Outside Director’s prior distribution election. For purposes of applying the rules of Code Section 409A, a series of installment payments will be considered a single payment form.

b. If the Outside Director has elected the single payment option, then the Company will make payment to the Outside Director in respect of the number of Share Units credited to the Outside Director’s Deferral Share Account within 30 days after the end of the calendar quarter in which occurs the Outside Director’s Separation from Service. In addition, the Company will make payment to the Outside Director in respect of the number of Share Units credited to the Outside Director’s Deferral Share Account within 30 days following the occurrence of a Change of Control Event.

8.5. Installment Payments: If the Outside Director has elected the installment payment option, then the first installment will be made within 30 days after the end of the calendar quarter in which occurs the Outside Director’s Separation from Service, and each subsequent installment shall be paid in July of each calendar year during the installment period following the calendar year in which the first installment is paid to the Outside Director. The annual installment payment amount for any calendar year shall be initially determined by dividing the number of Share Units credited to the Outside Director’s Deferral Share Account as of January 1 of the year for which the payment is being made and for which such an election is in effect by the number of installment payments remaining to be made, and then rounding the quotient obtained to the next lowest whole number; provided that the final installment shall be the entire remaining undistributed balance.

8.6. Hardship Payments: The Committee may, in its sole discretion, upon the finding that an Outside Director has suffered an “unforeseeable emergency”, pay to the Outside Director part or all of his or her Deferral Share Account, as needed to meet the Outside Director’s need. An “unforeseeable emergency” means a severe financial hardship to the Outside Director resulting from an illness or accident of the Outside Director, the Outside Director’s spouse, or the Outside Director’s dependent (as defined in Code Section 152(a) without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Outside Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Outside Director. The amount authorized by the Committee for distribution with respect to an emergency may not exceed the amounts necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Outside Director’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship.

ARTICLE 9

Share Unit Grants

9.1. Share Unit Grants. Each Outside Director shall automatically be granted Share Units under the Plan in the manner set forth in this Article 9. All grants of Share Units pursuant to this Article 9 shall immediately vest in full on the date of grant.

9.2. Annual Share Unit Grants to Outside Directors. Beginning with the annual meeting of shareholders held April 24, 2010, each Outside Director shall, as of the first business day following each annual meeting, receive a grant of such number of Share Units as the Board shall determine at the meeting of the Boardcoinciding with such annual meeting.

9.3. Grant of Share Units to Newly-Elected Outside Directors. Any person who is first elected as an Outside Director after April 26, 2010 at a time other than at an annual meeting of the shareholders of the Company shall automatically be granted, as of the first business day following the first meeting of the Board or a committee of the Board that the Outside Director attends, a number of Share Units equal to the number of Share Units last granted to each of the Outside Directors pursuant to Section 9.2.

9.4. Grant Share Accounts: An Outside Director who receives a grant of Share Units pursuant to Section 9.2 or Section 9.3 shall have the number of Share Units granted to such Outside Director credited to a “Grant Share Account” established for the Outside Director, for recordkeeping purposes only. An Outside Director’s Grant Share Account shall include separate subaccounts, for recordkeeping purposes only, to reflect (a) the portion of the Outside Director’s Grant Share Account that is attributable to Share Grants made prior to January 1, 2015, together with any additional Share Units credited pursuant to Section 9.5 with respect to such Share Grants (the “Pre-2015 Grant Share Account”), and (b) the portion of the Outside Director’s Grant Share Account that is attributable to Share Grants made after December 31, 2014, together with any additional Share Units credited pursuant to Section 9.5 with respect to such Share Units (the “Post-2014 Grant Share Account”). As needed for the administration of this Article 9, the Post-2014 Grant Share Account may include separate balances to reflect the portion of the account that is attributable to Share Units granted in any calendar year and the earnings on such Share Units.

9.5. Cash Dividends and Grant Share Accounts: Whenever cash dividends are paid by the Company on outstanding Common Stock, on the payment date therefor there shall be credited to the Outside Director’s Grant Share Account a number of additional Share Units, with fractional units calculated to four decimal places, equal to (i) the aggregate dividend that would be payable on outstanding shares of Common Stock equal to the number of Share Units credited to such Grant Share Account on the record date for the dividend, divided by (ii) the Fair Market Value of a share of Common Stock on the last business day immediately preceding the date of payment of the dividend.  

9.6. Payments:

a.    Pre-2015 Grant Share Account. Within 30 days following an Outside Director’s Separation from Service for any reason, or within 30 days following the occurrence of a Change of Control Event, the Company will make a payment to the Outside Director (or, in case of the death of the Outside Director, to his or her beneficiary designated in accordance with Section 13.5 or, if no such beneficiary is designated, to his or her estate), as compensation for prior service as a director, in respect of the Outside Director’s Pre-2015 Grant Share Account. All payments in respect of an Outside Director’s Pre-2015 Grant Share Account shall be made in a single sum in shares of Common Stock by converting Share Units into Common Stock on a one-for-one basis. However, to the extent shares of Common Stock are not available for delivery under the Plan, the Committee may direct that all or any part of the payments in respect of a Pre-2015 Grant Share Account be made in cash rather than by delivery of Common Stock, in which case the cash payment shall be determined by multiplying the number of Share Units in the Pre-2015 Grant Share Account that are the subject of the cash payment by the Fair Market Value of a share of Common Stock on the last business day preceding the date on which payment is made. Similarly, any distribution payable under the Plan with respect to a fraction of a Share Unit shall be made in cash, with the amount of the cash payment determined by multiplying the fractional Share Unit by the Fair Market Value of a share of Common Stock on the last business day preceding the date on which payment is made.

b.    Post-2014 Grant Share Account. Subject to the terms of any election that the Outside Director has in effect pursuant to Section 9.7, upon the first anniversary of the grant date of any Share Units credited to the Outside Director’s Post-2014 Grant Share Account pursuant to Sections 9.2 or 9.3, the Company will make a payment to the Outside Director (or, in case of the death of the Outside Director, to his or her beneficiary designated in accordance with Section 13.5 or, if no such beneficiary is designated, to his or her estate), as compensation for prior service as a director, in respect of such Share Units (and any associated Share Units that are credited pursuant to Section 9.5 as a dividend credit with respect to such Share Units); provided that within 30 days following the occurrence of a Change in Control Event, the Company will make payment in respect to all Share Units credited to the Post-2014 Grant Share Account. All payments in respect of an Outside Director’s Post-2014 Grant Share Account shall be made in a single sum in shares of Common Stock by converting Share Units into Common Stock on a one-for-one basis. However, to the extent shares of Common Stock are not available for delivery under the Plan, the Committee may direct that all or any part of the payments in respect of the Post-2014 Grant Share Account be made in cash rather than by delivery of Common Stock, in which case the cash payment shall be determined by multiplying the number of Share Units in the Post-2014 Grant Share Account that are the subject of the cash payment by the Fair Market Value of a share of Common Stock on the last business day preceding the date on which payment is made. Similarly, any distribution payable under the Plan with respect to a fraction of a Share Unit shall be made in cash, with the amount of the cash payment determined by multiplying the fractional Share Unit by the Fair Market Value of a share of Common Stock on the last business day preceding the date on which payment is made.

9.7    Deferral of Common Stock Delivery. Each Outside Director may elect to defer receipt of all, 50% or none of the shares of Common Stock that, in the absence of the deferral, would be transferred to such Outside Director pursuant to Section 9.6 in respect of the Outside Director’s Post-2014 Grant Share Account. Such election with respect to the Share Units granted in any calendar year (and any associated Share Units that are credited pursuant to Section 9.5 as a dividend credit with respect to such Share Units) must be in electronic or written form and be delivered to the Treasurer of the Company (or his delegate) no later than December 31 of the year preceding the year in which the Share Units are granted, or within such other time period as permitted under Code Section 409A. If the Outside Director, for the year in which the Share Units are granted, has in effect a payment election under Section 8.4, payment with respect to any Share Units deferred under this Section 9.7 with respect to such calendar year will be governed by the Outside Director’s payment election under Section 8.4. If the Outside Director, for the year in which the Share Units are granted, does not have in effect a payment election under Section 8.4, the Outside Director may make a payment election, in accordance with the rules described in Section 8.4, which will be applicable to the Share Units deferred under this Section 9.7 with respect to such calendar year. An Outside Director who fails to make (and does not otherwise have in effect) a payment election under Section 8.4 with respect to any portion of the Outside Director’s Post-2014 Grant Share Account that has been deferred pursuant to this Section 9.7 shall be deemed to have elected, with respect to such portion, the single payment option with payment to be made within 30 days following the Outside Director’s Separation from Service for any reason or within 30 days following the occurrence of a Change of Control Event.

ARTICLE 10

Adjustments

10.1. If (a) the Company shall at any time be involved in a merger or other transaction in which the Common Stock is changed or exchanged; or (b) the Company shall subdivide or combine its Common Stock or the Company shall declare a dividend payable in its Common Stock, other securities (other than any associated preferred stock purchase rights issued pursuant to that certain Rights Agreement, dated February 17, 2000, between the Company and ComputerShare Investor Services, LLC, as successor rights agent, or similar stock purchase rights that the Company might authorize and issue in the future) or other property; or (c) the Company shall effect a cash dividend the amount of which exceeds 15% of the trading price of the Common Stock at the time the dividend is declared or any other dividend or other distribution on the Common Stock in the form of cash, or a repurchase of Common Stock, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Common Stock; or (d) any other event shall occur which, in the case of this clause (d), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of securities subject to the Plan; (ii) the number and type of securities subject to outstanding Options; (iii) the Option Price with respect to any Option; and (iv) the number of Share Units credited to each Outside Director’s Share Accounts; provided, however, that Options subject to grant or previously granted to Optionees and the number of Share Units credited to each Outside Director’s Share Accounts under the Plan at the time of any such event shall be subject to only such adjustment as shall be necessary to maintain the proportionate interest of the Optionee or Outside Director and preserve, without exceeding, the value of such Options and Outside Director’s Share Accounts. Unless the Committee determines otherwise, any such adjustment to an Option that is exempt from Code Section 409A shall be made in manner that permits the Option to continue to be so exempt, and any adjustment to an Option that is subject to Code Section 409A shall be made in a manner that complies with the provisions thereof. The judgment of the Committee with respect to any matter referred to in this Article shall be conclusive and binding upon each Optionee and Outside Director.

ARTICLE 11

Amendment and Termination of Plan

11.1. General Powers: The Nominating Committee of the Board of Directors may at any time terminate or suspend the Plan. Subject to applicable limitations set forth in New York Stock Exchange rules, the Code or Rule 16b-3 under the Securities Exchange Act of 1934, the Nominating Committee of the Board of Directors may amend the Plan as it shall deem advisable including (without limiting the generality of the foregoing) any amendments deemed by the Nominating Committee of the Board of Directors to be necessary or advisable to assure conformity of the Plan with any requirements of state and federal laws or regulations now or hereafter in effect. In addition, no amendment shall be made to any Option to reduce the Option Price thereof except as permitted by Section 10.1, and any amendment or other action that is required, under applicable law or under applicable stock exchange rules, to be adopted by the Board of Directors shall be valid only if it is adopted by the full Board of Directors rather than by the Nominating Committee of the Board of Directors.

11.2. No Impairment: No amendment, suspension or termination of the Plan shall, without the Outside Director’s consent, alter or impair any of the rights or obligations under any Option theretofore granted to an Outside Director under the Plan or other entitlement of an Outside Director under the Plan. But, the Committee need not obtain Outside Director (or other interested party) consent for the adoption, amendment or rescission of rules and regulations relating to the Plan that do not materially and adversely affect the Outside Director in respect of any Option or other entitlement of an Outside Director under the Plan then outstanding.

11.3. Section 409A: The provisions of Code Section 409A are incorporated herein by reference to the extent necessary for any Option or other entitlement of an Outside Director under the Plan that is subject to Code Section 409A to comply therewith.

11.4. Distribution of Benefits Following Plan Termination. Termination of the Plan will operate to accelerate distribution of benefits only to the extent permitted under Code Section 409A, including:

a. The Plan is terminated within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts accrued under the Plan but not yet paid are distributed to Outside Directors or their beneficiaries, as applicable, in a single sum payment, regardless of any distribution election then in effect, by the latest of: (1) the last day of the calendar year in which the Plan termination and liquidation occurs, (2) the last day of the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (3) the last day of the first calendar year in which payment is administratively practicable.

b. The Plan is terminated at any other time, provided that such termination does not occur proximate to a downturn in the financial health of the Company or an Affiliate. In such event, all amounts accrued under the Plan but not yet paid will be distributed to all Outside Directors and their beneficiaries, as applicable, in a single sum payment no earlier than twelve (12) months (and no later than twenty-four (24) months) after the date of termination, regardless of any distribution election then in effect. This provision shall not be effective unless all other plans required to be aggregated with the Plan under Code Section 409A are also terminated and liquidated. Notwithstanding the foregoing, any payment that would otherwise be paid during the twelve (12)-month period beginning on the Plan termination date pursuant to the terms of the Plan shall be paid in accordance with such terms. In addition, the Company or any Affiliate shall be prohibited from adopting a similar arrangement within three (3) years following the date of the Plan’s termination, unless any individual who was eligible under the Plan is excluded from participating thereunder for such three (3) year period.

Except as provided in Paragraphs a. and b. above or as otherwise permitted in regulations promulgated by the Secretary of the Treasury under Code Section 409A, any action that terminates the Plan but that does not qualify for accelerated distribution under Code Section 409A shall instead be construed as an amendment to discontinue further benefit accruals, but the Plan will continue to operate, in accordance with its terms as from time to time amended and in accordance with applicable elections by the Outside Director, with respect to the Outside Director’s benefit accrued through the date of termination, and in no event shall any such action purporting to terminate the Plan form the basis for accelerating distributions to the Outside Director or a beneficiary.

ARTICLE 12

Government and Other Regulations

12.1. The obligation of the Company to make payments or issue or transfer and deliver shares of Common Stock under the Plan shall be subject to all applicable laws, regulations, rules, orders and approvals which shall then be in effect and required by governmental entities and the stock exchanges on which Common Stock is traded.

ARTICLE 13

Miscellaneous Provisions

13.1. Plan Does Not Confer Shareholder Rights: Neither an Outside Director nor any person entitled to exercise the Outside Director’s rights in the event of the Outside Director’s death shall have any rights of a shareholder with respect to the shares subject to an Option, Share Election or any Share Units held in the Outside Director’s Share Accounts, except to the extent that, and until, such shares shall have been issued upon the exercise of each Option, transfer of shares pursuant to a Share Election or the delivery of shares in respect of the Outside Director’s Share Accounts.

13.2. No Assets: No stock, cash or other property shall be deliverable to an Outside Director in respect of the Outside Director’s Share Accounts until the date or dates identified pursuant to Article 8 or Article 9, and an Outside Director’s Share Units shall be reflected in an unfunded account established for such Outside Director by the Company. Payment of the Company’s obligation with respect to an Outside Director’s Share Accounts shall be from general funds, and no special assets (stock, cash or otherwise) have been or shall be set aside as security for this obligation.

13.3. No Transfers: An Outside Director’s rights to payments under Article 8 and/or Article 9 are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by an Outside Director’s creditors or the creditors of his or her beneficiaries, whether by operation of law or otherwise, and any attempted sale, transfer, assignment, pledge, or encumbrance with respect to such payment shall be null and void, and shall be without legal effect and shall not be recognized by the Company.

13.4. Unsecured Creditor; No Trust Fund: The right of an Outside Director to receive payments under Article 8 and/or Article 9 is that of a general, unsecured creditor of the Company, and the obligation of the Company to make payments constitutes a mere promise by the Company to pay such benefits in the future. Further, the arrangements contemplated by Article 8 and Article 9 are intended to be unfunded for tax purposes and for purposes of Title I of ERISA.

13.5. Designation of Beneficiary: Each Outside Director or former Outside Director entitled to any payments under Article 8 and/or Article 9 from time to time may designate a beneficiary or beneficiaries to whom any such payments are to be paid in case of the Outside Director’s death before receipt of any or all of such payments. Any designation shall revoke all prior designations by the Outside Director or former Outside Director, shall be in a form prescribed by the Company and shall be effective only when filed by the Outside Director or former Outside Director, during his or her lifetime, in writing with the Treasurer of the Company. References in the Plan to an Outside Director’s “beneficiary” at any date shall include such persons designated as concurrent beneficiaries on the director’s beneficiary designation form then in effect. In the absence of any such designation, any balance remaining in an Outside Director’s or former Outside Director’s Share Accounts at the time of the director’s death shall be paid to such Outside Director’s estate.

13.6. Plan Expenses: Any expenses of administering the Plan shall be borne by the Company.

13.7. Use of Exercise Proceeds: Payment received from Optionees upon the exercise of Options shall be used for the general corporate purposes of the Company, except that any stock received in payment may be retired, or retained in the Company’s treasury and reissued.

13.8. Indemnification: In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee and the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act in connection with the adoption, administration, amendment or termination of the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member’s own behalf. To the extent that Code Section 409A applies to payments made pursuant to this Section, the payments shall be completed on or before the latest date permitted for payments made pursuant to an indemnification or expense reimbursement provision.

13.9. Withholding Taxes: The Company may, in its discretion, require an Outside Director to pay to the Company at the time of exercise of an Option or issuance of Common Stock under the Plan the amount that the Company deems necessary to satisfy its obligation, if any, to withhold Federal, state or local income, FICA or other taxes incurred by the reason of the exercise or issuance. An Outside Director shall satisfy the federal, state and local withholding tax obligations arising in connection with the exercise of an Option or issuance of Common Stock under the Plan in a manner acceptable to the Committee.

13.10. No Guarantee Of Tax Treatment: The Company does not guarantee to any Outside Director or any other person with an interest in an Option or other entitlement of an Outside Director under the Plan that any such Option or other entitlement intended to be exempt from Code Section 409A shall be so exempt, or that any Option or other entitlement intended to comply with Code Section 409A shall so comply, and nothing in the Plan obligates the Company or any affiliate to indemnify, defend or hold harmless any individual with respect to the tax consequences of any such failure.

13.11. Miscellaneous Distribution Rules.

a. Accelerated Distribution Following Section 409A Failure. If an amount under the Plan is required to be included in a Participant’s income under Code Section 409A prior to the date such amount is actually distributed, the Outside Director shall receive a distribution, in a single sum, within ninety (90) days after the date it is finally determined that the Plan fails to meet the requirements of Code Section 409A. The distribution shall equal the amount required to be included in the Outside Director’s income as a result of such failure.

b. Permitted Delay in Payment. If a distribution required under the terms of the Plan would jeopardize the ability of the Company or of an Affiliate to continue as a going concern, the Company or the Affiliate shall not be required to make such distribution. Rather, the distribution shall be delayed until the first date that making the distribution does not jeopardize the ability of the Company or of an Affiliate to continue as a going concern. Further, if any distribution pursuant to the Plan will violate the terms of Section 16(b) of the Securities Exchange Act of 1934 or other Federal securities laws, or any other applicable law, then the distribution shall be delayed until the earliest date on which making the distribution will not violate such law.

ARTICLE 14

Effective Date

14.1. The Plan became effective on May 2, 1998 and was amended on May 3, 2003, April 29, 2006, January 1, 2009 and April 24, 2010. The Plan, as further amended herein, shall become effective on December 1, 2014.

EX-21

Exhibit 21

HARLEY-DAVIDSON, INC.

SUBSIDIARIES

	State/Country
	Of
Name	Incorporation
H-D U.S.A., LLC	Michigan
Harley-Davidson Motor Company Group, LLC	Wisconsin
Harley-Davidson Motor Company Operations, Inc.	Wisconsin
H-D Franklin, LLC	Wisconsin
H-D Tomahawk Somo, LLC	Wisconsin
H-D Tomahawk Industrial Park, LLC	Wisconsin
H-D Tomahawk Kaphaem Road, LLC	Wisconsin
H-D Capitol Drive, LLC	Wisconsin
H-D Pilgrim Road, LLC	Wisconsin
Harley-Davidson Motor Company, Inc.	Wisconsin
Harley-Davidson Museum, LLC	Wisconsin
Buell Distribution Company, LLC	Wisconsin
H-D F&R, LLC	Wisconsin
Harley-Davidson Latin America, LLC	Wisconsin
Harley-Davidson Asia Pacific, LLC	Wisconsin
Buell Motorcycle Company, LLC	Wisconsin
HDWA, LLC	Wisconsin
Harley-Davidson Dealer Systems, Inc.	Ohio
H-D International Holding Co., Inc.	Wisconsin
Harley-Davidson Holding Co., Inc.	Delaware
Harley-Davidson Benelux B.V.	Netherlands
Harley-Davidson France SAS	France
Harley-Davidson Germany GmbH	Germany
Harley-Davidson Italia S.r.l.	Italy
Harley-Davidson Japan KK	Japan
Harley-Davidson Europe Limited	England
Harley-Davidson do Brazil Ltda.	Brazil
Harley-Davidson do Brazil Fabricacao De Componentes Ltda.	Brazil
Harley-Davidson Australia Pty. Limited	Australia
Harley-Davidson (Shanghai) Commercial and Trading Co., Ltd.	China
H-D Hong Kong Limited	Hong Kong
Harley-Davidson Espana S.L.	Spain
Harley-Davidson Switzerland GmbH	Switzerland
New Castalloy Pty. Limited	Australia
Harley-Davidson De Mexico, S. De R.L. De C.V.	Mexico
Harley-Davidson De Mexico Management, S. De R.L. De C.V.	Mexico
Harley-Davidson Africa (Pty) Limited	South Africa
Harley-Davidson Asia Pacific Pte. Ltd.	Singapore
Harley-Davidson Central and Eastern Europe s.r.o.	Czech Republic
H-D Motor Company India Private Limited	India
Harley-Davidson Austria GmbH	Austria

Harley-Davidson RUS LLC	Russia
Harley-Davidson MENA DMCC	Dubai
Harley-Davidson South East Europe Single Member E.P.E.	Greece
Renovation Realty Investment Services, Inc.	Wisconsin
HR, LLC	Indiana
HR Holding Corp.	Wisconsin
Harley-Davidson Financial Services, Inc.	Delaware
Harley-Davidson Insurance Services, Inc.	Nevada
Harley-Davidson Credit Corp.	Nevada
Harley-Davidson Insurance Services of Illinois, Inc.	Illinois
Harley-Davidson Customer Funding Corp	Nevada
Harley-Davidson Motorcycle Trust 2010-1	Delaware
Harley-Davidson Motorcycle Trust 2011-1	Delaware
Harley-Davidson Motorcycle Trust 2011-2	Delaware
Harley-Davidson Motorcycle Trust 2012-1	Delaware
Harley-Davidson Motorcycle Trust 2013-1	Delaware
Harley-Davidson Motorcycle Trust 2014-1	Delaware
Harley-Davidson Motorcycle Trust 2015-1	Delaware
Eaglemark Savings Bank	Nevada
Harley-Davidson Leasing, Inc.	Nevada
Harley-Davidson Warehouse Funding Corp.	Nevada
Harley-Davidson Financial Services International, Inc.	Delaware
Harley-Davidson Financial Services Europe Limited	England
Harley-Davidson Financial Services Canada, Inc.	Canada

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-51741) pertaining to the Harley-Davidson, Inc. Director Stock Plan;

(2) Registration Statement (Form S-8 No. 333-75347) pertaining to the Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan;

(3) Registration Statement (Form S-8 No. 333-60840) pertaining to the Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan;

(4) Registration Statement (Form S-8 No. 333-123405) pertaining to the Harley-Davidson, Inc. 2004 Incentive Stock Plan;

(5) Registration Statement (Form S-8 No. 333-166549) pertaining to the Harley-Davidson, Inc. 2009 Incentive Stock Plan;

(6) Registration Statement (Form S-8 No. 333-171813) pertaining to the Harley-Davidson, Inc. Stock Purchase Plan;

(7) Registration Statement (Form S-3 No. 333-177767) of Harley-Davidson, Inc. and the related Prospectus;

(8) Registration Statement (Form S-8 Nos. 333-181761) of Harley-Davidson, Inc. pertaining to the Harley-Davidson Retirement Savings Plan for Salaried Employees, the Harley-Davidson Retirement Savings Plan for Milwaukee and Tomahawk Hourly Bargaining Unit Employees, the Harley-Davidson Retirement Savings Plan for Kansas City Hourly Bargaining Unit Employees, the Harley-Davidson Retirement Savings Plan for York Hourly Bargaining Unit Employees, and the Harley-Davidson Financial Services, Inc. 401(k) Profit Sharing Plan; and

(9) Registration Statement (Form S-8 No. 333-199972) pertaining to the Harley-Davidson, Inc. 2014 Incentive Stock Plan;

of our reports dated February 19, 2015, with respect to the consolidated financial statements and schedule of Harley-Davidson, Inc. and the effectiveness of internal control over financial reporting of Harley-Davidson, Inc., included in this Annual Report (Form 10-K) of Harley-Davidson for the year ended December 31, 2014.

/s/ Ernst & Young LLP

Milwaukee, WI

February 19, 2015

EX-31.1

Exhibit 31.1

Chief Executive Officer Certification

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, Keith E. Wandell, certify that:

1. I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.    

Date: February 19, 2015	/S/ Keith E. Wandell
	Keith E. Wandell, Chairman, President
	and Chief Executive Officer

EX-31.2

Exhibit 31.2

Chief Financial Officer Certification

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, John A. Olin, certify that:

1. I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.    

Date: February 19, 2015	/S/ John A. Olin
	John A. Olin
	Senior Vice President and
	Chief Financial Officer

EX-32

Exhibit 32

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. sec. 1350

Solely for the purpose of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of Harley-Davidson, Inc. (the “Company”), hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 19, 2015
	/S/ Keith E. Wandell
	Keith E. Wandell
	Chairman, President and Chief Executive Officer
	/S/ John A. Olin
	John A. Olin
	Senior Vice President and
	Chief Financial Officer

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31 (in thousands):

	Balance as of 2014		Quoted Prices  in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	737,024	$	482,686	$	254,338	$	—
Marketable securities	91,140		33,815		57,325		—
Derivatives	32,244		—		32,244		—
Total	$	860,408	$	516,501	$	343,907	$	—
Liabilities:
Derivatives	$	2,027	$	—	$	2,027	$	—

	Balance as of 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	836,387	$	516,173	$	320,214	$	—
Marketable securities	129,181		30,172		99,009		—
Derivatives	1,932		—		1,932		—
Total	$	967,500	$	546,345	$	421,155	$	—
Liabilities:
Derivatives	$	3,925	$	—	$	3,925	$	—

XML

Share-Based Awards (Assumptions Used In Calculating Fair Value Of Stock Appreciation Rights) (Details) (Stock Appreciation Rights (SARs) [Member])	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (minimum)	25.00%	24.00%
Expected volatility (maximum)	31.00%	32.00%
Expected dividend yield	1.70%	1.20%
Risk-free interest rate (minimum)	0.00%	0.10%
Risk-free interest rate (maximum)	2.30%	3.00%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected average term (in years)	5 years 5 months 0 days	4 years 3 months 17 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected average term (in years)	3 years 6 months 0 days	3 years 6 months 0 days

XML

Summary Of Significant Accounting Policies (Marketable Securities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Available-for-sale securities: corporate bonds	$ 57,325	$ 99,009
Trading securities: mutual funds	33,815	30,172
Marketable Securities	$ 91,140	$ 129,181

XML

Share-Based Awards (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

Assumptions used in calculating the lattice-based fair value of options granted during 2014, 2013 and 2012 were as follows:

	2014		2013		2012
Expected average term (in years)	6.1		6.1		6.3
Expected volatility	25% - 34%		27% - 36%		32% - 50%
Weighted average volatility	32	%	33	%	41	%
Expected dividend yield	1.8	%	1.6	%	1.1	%
Risk-free interest rate	0.1% - 2.8%		0.1% - 2.1%		0.1% - 2.1%

Summary Of Stock Option Transactions

The following table summarizes the stock option transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Options		Weighted- Average Price
Options outstanding, beginning of period	3,391		$	40
Options granted	401		$	62
Options exercised	(1,002	)	$	38
Options forfeited	(73	)	$	58
Options outstanding, end of period	2,717		$	43
Exercisable, end of period	1,938		$	38

Summary Of The Aggregate Intrinsic Value Related To Options Outstanding, Exercisable And Exercised

The following table summarizes the aggregate intrinsic value related to options outstanding, exercisable and exercised as of and for the years ended December 31 (in thousands):

	2014		2013		2012
Exercised	$	31,623	$	28,879	$	34,443
Outstanding	$	61,947	$	100,054	$	60,963
Exercisable	$	54,071	$	81,930	$	35,873

Stock Options Outstanding By Price Range

Stock options outstanding at December 31, 2014 (options in thousands):

Price Range	Weighted-Average Contractual Life	Options	Weighted-Average Exercise Price
$10.01 to $20	4.0	409	$	13
$20.01 to $30	5.1	233	$	23
$30.01 to $40	3.1	262	$	39
$40.01 to $50	6.6	659	$	44
$50.01 to $60	6.7	494	$	52
$60.01 to $70	5.8	660	$	64
Options outstanding	5.6	2,717	$	43
Options exercisable	4.4	1,938	$	38

Assumptions Used In Calculating Fair Value Of Options

The assumptions used to determine the fair value of the SAR awards at December 31, 2014 and 2013 were as follows:

	2014		2013
Expected average term (in years)	3.7 - 5.4		3.5 - 4.3
Expected volatility	25% - 31%		24% - 32%
Expected dividend yield	1.7	%	1.2	%
Risk-free interest rate	0.0% - 2.3%		0.1% - 3.0%

Summary Of Stock Appreciation Right Transactions

The following table summarizes the SAR transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	SARs		Weighted-Average Price
Outstanding, beginning of period	210		$	26
Granted	12		$	62
Exercised	(46	)	$	20
Forfeited	—		$	—
Outstanding, end of period	176		$	30
Exercisable, end of period	148		$	25

Summary Of Restricted Stock Unit Transactions

The fair value of RSUIs is determined based on the market price of the Company’s shares on the grant date. The following table summarizes the RSUI transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Restricted Stock Unit		Weighted-Average Grant Date Fair Value Per Share
Nonvested, beginning of period	147		$	66
Granted	72		$	66
Vested	(74	)	$	63
Forfeited	(16	)	$	66
Nonvested, end of period	129		$	66

The fair value of RSUs settled in stock and restricted stock is determined based on the market price of the Company’s shares on the grant date. The following table summarizes the RSUs settled in stock and restricted stock transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Restricted Shares		Grant Date Fair Value Per Share
Nonvested, beginning of period	982		$	47
Granted	459		$	62
Vested	(464	)	$	46
Forfeited	(57	)	$	56
Nonvested, end of period	920		$	54

XML

Supplemental Consolidating Data (Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenue:
Motorcycles and Related Products	$ 1,031,200	$ 1,130,600	$ 1,834,300	$ 1,571,700	$ 1,032,300	$ 1,180,300	$ 1,631,500	$ 1,414,200	$ 5,567,681	[1]	$ 5,258,290	[1]	$ 4,942,582	[1]
Financial Services	169,000	171,000	166,400	154,400	158,300	163,400	162,800	157,000	660,827	[1]	641,582	[1]	637,924	[1]
Total revenue									6,228,508		5,899,872		5,580,506
Costs and expenses:
Motorcycles and Related Products cost of goods sold									3,542,601		3,395,918		3,222,394
Financial Services interest expense									164,476		165,491		195,990
Provision for employee long-term benefits									80,946		60,008		22,239
Selling, administrative and engineering expense									1,159,502		1,126,884		1,111,232
Restructuring expense									0		(2,131)		28,475
Total costs and expenses									4,947,525		4,746,170		4,580,330
Operating income									1,280,983		1,153,702		1,000,176
Investment income									6,499		5,859		7,369
Interest expense									4,162		45,256		46,033
Loss on debt extinguishment									3,942		4,947		4,323
Income before provision for income taxes	99,900	225,500	549,100	408,900	112,100	241,300	422,400	338,500	1,283,320		1,114,305		961,512
Provision for income taxes									438,709		380,312		337,587
Income from continuing operations									844,611		733,993		623,925
Net income	74,500	150,100	354,200	265,900	75,400	162,700	271,700	224,100	844,611		733,993		623,925
Eliminations & Adjustments [Member]
Revenue:
Motorcycles and Related Products									(10,016)		(10,190)		(10,166)
Financial Services									(1,518)		(1,485)		(1,558)
Total revenue									(11,534)		(11,675)		(11,724)
Costs and expenses:
Motorcycles and Related Products cost of goods sold									0		0		0
Financial Services interest expense									0		0		0
Provision for employee long-term benefits									0		0		0
Selling, administrative and engineering expense									(11,534)		(11,675)		(11,724)
Restructuring expense											0		0
Total costs and expenses									(11,534)		(11,675)		(11,724)
Operating income									0		0		0
Investment income									(120,000)		(185,000)		(225,000)
Interest expense									0		0		0
Loss on debt extinguishment									0		0		0
Income before provision for income taxes									(120,000)		(185,000)		(225,000)
Provision for income taxes									0		0		0
Income from continuing operations									(120,000)
Net income									(120,000)		(185,000)		(225,000)
Motorcycles & Related Products Operations [Member]
Revenue:
Motorcycles and Related Products									5,577,697		5,268,480		4,952,748
Financial Services									0		0		0
Total revenue									5,577,697		5,268,480		4,952,748
Costs and expenses:
Motorcycles and Related Products cost of goods sold									3,542,601		3,395,918		3,222,394
Financial Services interest expense									0		0		0
Provision for employee long-term benefits									0		0		0
Selling, administrative and engineering expense									1,023,450		995,378		977,782
Restructuring expense											(2,131)		28,475
Total costs and expenses									4,566,051		4,389,165		4,228,651
Operating income									1,011,646		879,315		724,097
Investment income									126,499		190,859		232,369
Interest expense									4,162		45,256		46,033
Loss on debt extinguishment									0		0		0
Income before provision for income taxes									1,133,983		1,024,918		910,433
Provision for income taxes									338,453		279,841		233,385
Income from continuing operations									795,530
Net income									795,530		745,077		677,048
Financial Services Operations [Member]
Revenue:
Motorcycles and Related Products									0		0		0
Financial Services									662,345		643,067		639,482
Total revenue									662,345		643,067		639,482
Costs and expenses:
Motorcycles and Related Products cost of goods sold									0		0		0
Financial Services interest expense									164,476		165,491		195,990
Provision for employee long-term benefits									80,946		60,008		22,239
Selling, administrative and engineering expense									147,586		143,181		145,174
Restructuring expense											0		0
Total costs and expenses									393,008		368,680		363,403
Operating income									269,337		274,387		276,079
Investment income									0		0		0
Interest expense									0		0		0
Loss on debt extinguishment									3,942		4,947		4,323
Income before provision for income taxes									269,337		274,387		276,079
Provision for income taxes									100,256		100,471		104,202
Income from continuing operations									169,081
Net income									$ 169,081		$ 173,916		$ 171,877

[1] Revenue is attributed to geographic regions based on location of customer.

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Finance Receivables (Investment Of Wholesale Finance Receivables By Internal And External Credit Quality Indicator) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 6,560,245	$ 6,110,256	$ 5,889,519	$ 5,912,130	$ 6,191,158
Consumer Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	5,607,924	5,265,044	5,073,115	5,087,490	5,377,161
Consumer Portfolio Segment [Member] | Prime [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	4,435,352	4,141,559
Consumer Portfolio Segment [Member] | Sub Prime [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	1,172,572	1,123,485
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	952,321	845,212	816,404	824,640	813,997
Commercial Portfolio Segment [Member] | Doubtful [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	954	0
Commercial Portfolio Segment [Member] | Substandard [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	7,025	8,383
Commercial Portfolio Segment [Member] | Special Mention [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	0	2,076
Commercial Portfolio Segment [Member] | Risk Level, Medium [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	11,557	5,205
Commercial Portfolio Segment [Member] | Risk Level, Low [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 932,785	$ 829,548

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Supplementary Data (Quarterly Financial Data) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 28, 2014		Jun. 29, 2014		Mar. 30, 2014		Dec. 31, 2013		Sep. 29, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Motorcycles and Related Products	$ 1,031,200		$ 1,130,600		$ 1,834,300		$ 1,571,700		$ 1,032,300		$ 1,180,300		$ 1,631,500		$ 1,414,200		$ 5,567,681	[1]	$ 5,258,290	[1]	$ 4,942,582	[1]
Operating income																	1,280,983		1,153,702		1,000,176
Financial Services	169,000		171,000		166,400		154,400		158,300		163,400		162,800		157,000		660,827	[1]	641,582	[1]	637,924	[1]
Income (loss) before taxes	99,900		225,500		549,100		408,900		112,100		241,300		422,400		338,500		1,283,320		1,114,305		961,512
Income (loss) from continuing operations																	844,611		733,993		623,925
Net income	74,500		150,100		354,200		265,900		75,400		162,700		271,700		224,100		844,611		733,993		623,925
Earnings per common share:
Basic (in dollars per share)	$ 0.35		$ 0.70		$ 1.63		$ 1.21		$ 0.34		$ 0.73		$ 1.22		$ 1.00		$ 3.90		$ 3.30		$ 2.75
Diluted (in dollars per share)	$ 0.35		$ 0.69		$ 1.62		$ 1.21		$ 0.34		$ 0.73		$ 1.21		$ 0.99		$ 3.88		$ 3.28		$ 2.72
Motorcycles Segment [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products																	5,567,681		5,258,290		4,942,582
Operating income	35,900	[2]	146,300	[2]	473,300	[2]	347,700	[2]	60,700	[2]	175,500	[2]	357,700	[2]	276,800	[2]	1,003,147		870,609		715,489
Financial Services Segment [Member]
Segment Reporting Information [Line Items]
Operating income	62,400		77,800		74,400		63,200		61,300		76,100		74,200		71,500		277,836		283,093		284,687
Financial Services																	$ 660,827		$ 641,582		$ 637,924

[1] Revenue is attributed to geographic regions based on location of customer.

[2] Operating income for the Motorcycles segment includes restructuring expense (benefit) as discussed in Note 3 for the following periods (in millions): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Mar 30,2014 Mar 31,2013 June 29,2014 June 30,2013 Sep 28,2014 Sep 29,2013 Dec 31,2014 Dec 31,2013Restructuring expense (benefit) $— $2.9 $— $(5.3) $— $0.6 $— $(0.4)

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Summary Of Significant Accounting Policies (Changes In Warranty And Safety Recall Liability) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance, beginning of period	$ 64,120	$ 60,263	$ 54,994
Warranties issued during the period	60,331	59,022	54,394
Settlements made during the period	(74,262)	(64,462)	(67,247)
Recalls and changes to pre-existing warranty liabilities	19,061	9,297	18,122
Balance, end of period	$ 69,250	$ 64,120	$ 60,263

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Derivative Instruments And Hedging Activities (Gain Loss On Derivative Cash Flow Hedges Reclassified From AOCI Into Income) (Details) (Cash Flow Hedging [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ 13,863		$ 86		$ 15,339
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	30,244
Foreign Exchange Contract [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	13,635	[1]	482	[1]	18,586	[1]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	30,658	[1]
Commodity Contract [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	228	[1]	(51)	[1]	(705)	[1]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	(414)	[1]
Interest Rate Swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	0	[2]	(345)	[2]	(2,542)	[2]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	$ 0	[2]

[1] Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold.

[2] Gain/(loss) reclassified from AOCL to income is included in financial services interest expense.

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Capital Stock (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Equity, Class of Treasury Stock [Line Items]
Shares authorized	800,000,000
Common stock stated value per share	$ 0.01
Common shares outstanding	211,877,000	219,960,000
Stock repurchased	9,300,000
Weighted-average cost per share repurchased	$ 66
Stock repurchase program, covenant percentage	1.00%
Preferred stock shares authorized	2,000,000
Preferred stock stated value per share	$ 1.00
Preferred stock, shares outstanding	0
Treasury stock, shares, acquired from employees	200,000
2007 Authorization [Member]
Equity, Class of Treasury Stock [Line Items]
Common stock repurchase authorization value	0
2014 Authorization [Member]
Equity, Class of Treasury Stock [Line Items]
Common stock repurchase authorization value	0

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Leases (Tables)

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Future Minimum Operating Lease Payments, Maturity Schedule

Future minimum operating lease payments at December 31, 2014 were as follows (in thousands):

2015	$	12,309
2016	9,342
2017	6,983
2018	5,535
2019	5,278
After 2019	15,955
Total operating lease payments	$	55,402

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Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Marketable Securities

Marketable Securities – The Company’s marketable securities consisted of the following at December 31 (in thousands):

	2014		2013
Available-for-sale securities: corporate bonds	$	57,325	$	99,009
Trading securities: mutual funds	33,815		30,172
Total marketable securities	$	91,140	$	129,181

Changes In Warranty And Safety Recall Liability

Changes in the Company’s warranty and safety recall liability were as follows (in thousands):

	2014			2013			2012
Balance, beginning of period	$	64,120		$	60,263		$	54,994
Warranties issued during the period	60,331			59,022			54,394
Settlements made during the period	(74,262		)	(64,462		)	(67,247		)
Recalls and changes to pre-existing warranty liabilities	19,061			9,297			18,122
Balance, end of period	$	69,250		$	64,120		$	60,263

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Derivative Instruments And Hedging Activities (Gain Loss Recognized In Income On Hedged Derivatives) (Details) (Not Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	$ (1,969)		$ (572)		$ (535)
Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	$ (1,969)	[1]	$ (572)	[1]	$ (535)	[1]

[1] Gain/(loss) recognized in income is included in cost of goods sold.

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Business Segments And Geographic Information (Information By Industry Segment) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total assets	$ 9,528,097	$ 9,405,040	$ 9,170,773
Depreciation	179,300	167,072	168,978
Capital expenditures	232,319	208,321	189,002
Motorcycles Segment [Member]
Segment Reporting Information [Line Items]
Total assets	2,502,190	2,793,497	2,751,018
Depreciation	171,187	160,181	162,659
Capital expenditures	224,262	199,354	180,416
Financial Services Segment [Member]
Segment Reporting Information [Line Items]
Total assets	7,025,907	6,611,543	6,419,755
Depreciation	8,113	6,891	6,319
Capital expenditures	$ 8,057	$ 8,967	$ 8,586

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Asset-Backed Financing (Schedule Of Secured Notes With Related Maturity) (Details) (Variable Interest Entity, Primary Beneficiary [Member], Secured Debt [Member], USD $)	Dec. 31, 2014
Secured Notes Issued April 2014 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 850,000,000
Weighted average interest rate at date of issuance	0.66%
May 2014 - December 2020 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	650,000,000
Weighted average interest rate at date of issuance	0.57%
August 2013 - June 2018 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	675,306,000
Weighted average interest rate at date of issuance	0.59%
November 2012 - February 2018 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	513,300,000
Weighted average interest rate at date of issuance	0.88%
September 2012 - August 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	573,380,000
Weighted average interest rate at date of issuance	0.76%
December 2011 - April 2018 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 600,000,000
Weighted average interest rate at date of issuance	1.05%

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Income Taxes (Changes In Gross Liability For Unrecognized Tax Benefits Excluding Interest And Penalties) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of period	$ 63,057	$ 48,752
Increase in unrecognized tax benefits for tax positions taken in a prior period	900	9,713
Decrease in unrecognized tax benefits for tax positions taken in a prior period	(4,989)	(4,335)
Increase in unrecognized tax benefits for tax positions taken in the current period	5,876	11,142
Statute lapses	0	(336)
Settlements with taxing authorities	(644)	(1,879)
Unrecognized tax benefits, end of period	$ 64,200	$ 63,057

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Additional Balance Sheet And Cash Flow Information (Property, Plant And Equipment, At Cost) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,995,707	$ 2,802,984
Accumulated depreciation	(2,112,630)	(1,960,507)
Property, plant and equipment, net	883,077	842,477
Land and Related Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	55,238	56,146
Building and Related Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	475,268	424,431
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,823,790	1,816,599
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	440,703	337,210
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 200,708	$ 168,598

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Share-Based Awards (Stock Options) (Narrative) (Details) (Stock Options [Member], USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average Aggregate weighted-average fair value of options	$ 14	$ 12	$ 14
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	$ 3.5
Weighted-average period of recognition (years)	1 year 7 months 18 days

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Derivative Instruments And Hedging Activities (Schedule Of Derivative Instrument Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	$ 2,027		$ 3,925
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	340,805		300,836
Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	32,244		1,748
Designated as Hedging Instrument [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	414		3,842
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	339,077	[1]	299,550	[1]
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Current Assets [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	32,244	[1],[2]	1,672	[1],[2]
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accrued Liabilities [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	0	[1],[3]	3,842	[1],[3]
Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	1,728	[1]	1,286	[1]
Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Current Assets [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	0	[1],[2]	76	[1],[2]
Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued Liabilities [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	414	[1],[3]	0	[1],[3]
Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	11,804		9,855
Not Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	0		184
Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	1,613		83
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	11,804		9,855
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	0	[2]	184	[2]
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	$ 1,613	[3]	$ 83	[3]

[1] Derivative designated as a cash flow hedge

[2] Included in other current assets

[3] Included in accrued liabilities

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Income Taxes (Components Of Income Before Taxes) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Domestic									$ 1,196,335	$ 1,042,317	$ 946,592
Foreign									86,985	71,988	14,920
Income before provision for income taxes	$ 99,900	$ 225,500	$ 549,100	$ 408,900	$ 112,100	$ 241,300	$ 422,400	$ 338,500	$ 1,283,320	$ 1,114,305	$ 961,512

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Debt (Narrative) (Details)	12 Months Ended														12 Months Ended		0 Months Ended								12 Months Ended					12 Months Ended			12 Months Ended							12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2014 Secured Notes Through One Term Asset-backed Securitization Transaction [Member] Secured Debt [Member] USD ($)	Dec. 31, 2013 Secured Notes Through One Term Asset-backed Securitization Transaction [Member] Secured Debt [Member] USD ($)	Dec. 31, 2013 Secured Notes Sold Through Term Asset-backed Securitization Transaction [Member] Secured Debt [Member] USD ($)	Dec. 31, 2014 Term Asset-Backed Securitization VIEs [Member] Secured Debt [Member] USD ($)	Dec. 31, 2013 Term Asset-Backed Securitization VIEs [Member] Secured Debt [Member] USD ($)	Dec. 31, 2014 Medium-Term Notes Due 2019 [Member] USD ($)	Dec. 31, 2014 Medium-Term Notes Due 2017 1.55 rate [Member] [Member] USD ($)	Dec. 31, 2014 Medium-Term Notes Due 2018 [Member] USD ($)	Dec. 31, 2014 Senior Unsecured Notes Effective February 2009 [Member] Senior Notes [Member] USD ($)	Dec. 31, 2010 Senior Unsecured Notes Effective February 2009 [Member] Senior Notes [Member] USD ($)	Feb. 28, 2009 Senior Unsecured Notes Effective February 2009 [Member] Senior Notes [Member] USD ($)	Dec. 31, 2014 Credit Agreement [Member] Global Credit Facilities [Member]	Apr. 07, 2014 Line of Credit [Member] Credit Facility Maturing April 2019 [Member] USD ($)	Apr. 08, 2014 Line of Credit [Member] Credit Facility Maturing April 2017 [Member]	Apr. 13, 2012 Line of Credit [Member] Credit Facility Maturing April 2017 [Member] USD ($)	Apr. 13, 2012 Line of Credit [Member] Credit Facility Maturing April 2015 [Member] USD ($)	Sep. 13, 2013 Revolving Credit Facility [Member] Asset-Backed U.S. Commercial Paper Conduit Facility VIE [Member] Line of Credit [Member] USD ($)	Dec. 31, 2014 Financial Services Segment [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2013 Financial Services Segment [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2014 Financial Services Segment [Member] Medium-Term Notes Due 2019 [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2014 Financial Services Segment [Member] Medium-Term Notes Due 2017 1.55 rate [Member] [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2014 Financial Services Segment [Member] Medium-Term Notes Due 2018 [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2013 Financial Services Segment [Member] Medium-Term Notes Due 2018 [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2012 Financial Services Segment [Member] Medium-Term Notes Due 2018 [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2014 Financial Services Segment [Member] Medium-term Notes Matured [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2013 Financial Services Segment [Member] Medium-term Notes Matured [Member] Medium-term Notes [Member] USD ($)	Dec. 31, 2014 Financial Services Segment [Member] Credit Agreement [Member] Global Credit Facilities [Member]	Dec. 31, 2014 Financial Services Segment [Member] Revolving Credit Facility [Member] Asset-Backed U.S. Commercial Paper Conduit Facility VIE [Member] USD ($)	Dec. 31, 2013 Financial Services Segment [Member] Revolving Credit Facility [Member] Asset-Backed U.S. Commercial Paper Conduit Facility VIE [Member] USD ($)	Dec. 31, 2014 Variable Interest Entity, Not Primary Beneficiary [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] USD ($)	Dec. 31, 2014 Variable Interest Entity, Not Primary Beneficiary [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] CAD	Dec. 31, 2013 Variable Interest Entity, Not Primary Beneficiary [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] USD ($)	Dec. 31, 2014 Variable Interest Entity, Not Primary Beneficiary [Member] Line of Credit [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] USD ($)	Dec. 31, 2014 Variable Interest Entity, Not Primary Beneficiary [Member] Financial Services Segment [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] USD ($)	Dec. 31, 2013 Variable Interest Entity, Not Primary Beneficiary [Member] Financial Services Segment [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] USD ($)	Jun. 29, 2014 Variable Interest Entity, Not Primary Beneficiary [Member] Financial Services Segment [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] CAD	Dec. 31, 2014 Unsecured Commercial Paper [Member]	Dec. 31, 2012 Unsecured Commercial Paper [Member]	Jan. 22, 2015 Subsequent Event [Member]	Jan. 22, 2015 Secured Notes Through One Term Asset-backed Securitization Transaction [Member] USD ($)
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate																																			2.03%							1.19%
Maturity date of Debt Instrument																	5 years 0 months 0 days																5 years 0 months 0 days	5 years 0 months 0 days						365 days
Weighted-average interest rate of commercial paper																																								0.30%	0.23%
Line of credit facility, maximum borrowing capacity																$ 675,000,000		$ 675,000,000	$ 675,000,000	$ 600,000,000														200,000,000					200,000,000
Line of credit facility, outstanding borrowings																															0	0
Face Amount of Finance Receivables Transferred																																	97,100,000		101,100,000		97,100,000	101,100,000
Proceeds from Sale of Finance Receivables																																			88,600,000	85,000,000	85,000,000	88,600,000
Long-term Debt, Current Maturities	1,011,315,000	1,176,140,000					366,900,000	334,600,000																													44,600,000	38,600,000
Debt instrument, face amount				850,000,000	650,000,000	89,500,000			600,000,000	400,000,000	888,000,000	600,000,000.0		600,000,000.0									600,000,000	400,000,000				500,000,000.0	400,000,000														700,000,000
Debt Instrument, Unamortized Discount (Premium), Net							200,000	500,000													3,600,000	1,500,000
Weighted average interest rate of asset-backed securitization transactions									2.40%	1.55%	6.80%			15.00%									2.40%	1.55%	6.80%			5.75%	5.25%
Repurchase Of Medium Term Notes																									22,600,000	23,000,000	16,600,000
Loss on debt extinguishment	3,942,000	4,947,000	4,323,000																						3,900,000	4,900,000	4,300,000
Debt Instrument, Repurchased Face Amount												$ 303,000,000	$ 297,000,000
Debt Instrument, Covenant, Debt to Equity Ratio, Maximum															0.65															10.0

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Income Taxes (Provision For Income Tax Rate To Statutory Rate Reconciliation) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Provision at statutory rate	35.00%	35.00%	35.00%
State taxes, net of federal benefit	1.70%	1.60%	1.60%
Domestic manufacturing deduction	(2.10%)	(1.70%)	(1.60%)
Research and development credit	(0.40%)	(0.90%)	0.00%
Unrecognized tax benefits including interest and penalties	0.20%	0.90%	0.10%
Valuation allowance adjustments	(0.10%)	(0.30%)	(0.30%)
Tax audit settlements	0.00%	0.10%	(0.10%)
Adjustments for previously accrued taxes	(0.30%)	(0.20%)	(0.40%)
Other	0.20%	(0.40%)	0.80%
Provision for income taxes	34.20%	34.10%	35.10%

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Derivative Instruments And Hedging Activities (Gain Loss On Derivative Cash Flow Hedges Recognized In OCI) (Details) (Cash Flow Hedging [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ 46,775	$ 3,505	$ (814)
Foreign Exchange Contract [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	47,037	3,468	(344)
Commodity Contract [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(262)	39	(427)
Interest Rate Swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ 0	$ (2)	$ (43)

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Asset-Backed Financing (Schedule Of Assets And Liabilities Of Variable Interest Entities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Financing Receivable [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	$ 1,643,701	$ 1,773,210
Financing Receivable [Member] | Asset-backed Securities [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	1,458,602	1,569,118
Financing Receivable [Member] | Asset-backed U.S. Commercial Paper Conduit Facility [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	0	0
Financing Receivable [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	185,099	204,092
Allowance for Credit Loss [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount	(35,121)	(35,139)
Allowance for Credit Loss [Member] | Asset-backed Securities [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount	(32,156)	(31,778)
Allowance for Credit Loss [Member] | Asset-backed U.S. Commercial Paper Conduit Facility [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount	0	0
Allowance for Credit Loss [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount	(2,965)	(3,361)
Restricted Cash [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	122,052	144,807
Restricted Cash [Member] | Asset-backed Securities [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	110,017	133,053
Restricted Cash [Member] | Asset-backed U.S. Commercial Paper Conduit Facility [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	0	0
Restricted Cash [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	12,035	11,754
Other Assets [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	3,671	4,738
Other Assets [Member] | Asset-backed Securities [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	2,987	3,720
Other Assets [Member] | Asset-backed U.S. Commercial Paper Conduit Facility [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	422	429
Other Assets [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	262	589
Assets, Total [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	1,734,303	1,887,616
Assets, Total [Member] | Asset-backed Securities [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	1,539,450	1,674,113
Assets, Total [Member] | Asset-backed U.S. Commercial Paper Conduit Facility [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	422	429
Assets, Total [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	194,431	213,074
Asset-Backed Debt [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	1,438,445	1,430,873
Asset-Backed Debt [Member] | Asset-backed Securities [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	1,271,533	1,256,632
Asset-Backed Debt [Member] | Asset-backed U.S. Commercial Paper Conduit Facility [Member] | SPEs [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	0	0
Asset-Backed Debt [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount	$ 166,912	$ 174,241

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Earnings Per Share

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the years ended December 31 (in thousands except per share amounts):

	2014		2013		2012
Numerator:
Income used in computing basic and diluted earnings per share	$	844,611	$	733,993	$	623,925
Denominator:
Denominator for basic earnings per share-weighted-average common shares	216,305		222,475		227,119
Effect of dilutive securities – employee stock compensation plan	1,401		1,596		2,110
Denominator for diluted earnings per share- adjusted weighted-average shares outstanding	217,706		224,071		229,229
Earnings per common share:
Basic	$	3.90	$	3.30	$	2.75
Diluted	$	3.88	$	3.28	$	2.72

Options to purchase 0.5 million, 0.9 million and 2.1 million weighted-average shares of common stock outstanding during 2014, 2013 and 2012, respectively, were not included in the Company’s computation of dilutive securities because the exercise price was greater than the market price and therefore the effect would have been anti-dilutive.

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 as described in ASC Topic 260, “Earnings per Share.” The two-class method of calculating earnings per share did not have a material impact on the Company’s earnings per share calculation as of December 31, 2014, 2013 and 2012.

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Business Segments And Geographic Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Information By Industry Segment

Information by segment is set forth below for the years ended December 31 (in thousands):

	2014		2013			2012
Motorcycles net revenue	$	5,567,681	$	5,258,290		$	4,942,582
Gross profit	2,025,080		1,862,372			1,720,188
Selling, administrative and engineering expense	1,021,933		993,894			976,224
Restructuring (benefit) expense and other impairments	—		(2,131		)	28,475
Operating income from Motorcycles	$	1,003,147	$	870,609		$	715,489
Financial Services revenue	$	660,827	$	641,582		$	637,924
Financial Services expense	382,991		358,489			353,237
Operating income from Financial Services	$	277,836	$	283,093		$	284,687

Information by segment is set forth below as of December 31 (in thousands):

	Motorcycles		Financial Services		Consolidated
2014
Total assets	$	2,502,190	$	7,025,907	$	9,528,097
Depreciation	$	171,187	$	8,113	$	179,300
Capital expenditures	$	224,262	$	8,057	$	232,319
2013
Total assets	$	2,793,497	$	6,611,543	$	9,405,040
Depreciation	$	160,181	$	6,891	$	167,072
Capital expenditures	$	199,354	$	8,967	$	208,321
2012
Total assets	$	2,751,018	$	6,419,755	$	9,170,773
Depreciation	$	162,659	$	6,319	$	168,978
Capital expenditures	$	180,416	$	8,586	$	189,002

Segment Information By Geographical Locations

Included in the consolidated financial statements are the following amounts relating to geographic locations for the years ended December 31 (in thousands):

	2014		2013		2012
Revenue from Motorcycles(a):
United States	$	3,773,087	$	3,562,847	$	3,363,640
EMEA region	869,690		769,864		710,861
Japan	197,792		217,700		244,907
Canada	194,422		204,315		186,550
Australia	190,029		193,081		186,674
Other foreign countries	342,661		310,483		249,950
Total revenue from Motorcycles	$	5,567,681	$	5,258,290	$	4,942,582
Revenue from Financial Services(a):
United States	$	627,317	$	609,574	$	607,909
Europe	5,684		4,274		3,661
Canada	23,707		24,486		24,532
Other foreign countries	4,119		3,248		1,822
Total revenue from Financial Services	$	660,827	$	641,582	$	637,924
Long-lived assets(b):
United States	$	865,617	$	874,833	$	825,509
International	34,328		36,860		56,143
Total long-lived assets	$	899,945	$	911,693	$	881,652

(a) Revenue is attributed to geographic regions based on location of customer.

(b) Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, “Segment Reporting,” such as deferred income taxes and finance receivables.

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss (AOCL) for the years ended December 31 (in thousands):

	2014
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	33,326		$	(276	)	$	(1,680	)	$	(364,046	)	$	(332,676	)
Other comprehensive (loss) income before reclassifications	(50,310		)	(673		)	46,775			(301,832		)	(306,040		)
Income tax	13,502			249			(17,325		)	111,799			108,225
Net other comprehensive (loss) income before reclassifications	(36,808		)	(424		)	29,450			(190,033		)	(197,815		)
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(13,635		)	—			(13,635		)
Realized (gains) losses - commodities contracts(a)	—			—			(228		)	—			(228		)
Prior service credits(c)	—			—			—			(2,734		)	(2,734		)
Actuarial losses(c)	—			—			—			41,292			41,292
Total before tax	—			—			(13,863		)	38,558			24,695
Income tax expense (benefit)	—			—			5,135			(14,282		)	(9,147		)
Net reclassifications	—			—			(8,728		)	24,276			15,548
Other comprehensive (loss) income	(36,808		)	(424		)	20,722			(165,757		)	(182,267		)
Balance, end of period	$	(3,482	)	$	(700	)	$	19,042		$	(529,803	)	$	(514,943	)

	2013
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	51,335		$	677		$	(3,837	)	$	(655,853	)	$	(607,678	)
Other comprehensive (loss) income before reclassifications	(20,192		)	(1,514		)	3,505			398,430			380,229
Income tax	2,183			561			(1,298		)	(147,578		)	(146,132		)
Net other comprehensive (loss) income before reclassifications	(18,009		)	(953		)	2,207			250,852			234,097
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(482		)	—			(482		)
Realized (gains) losses - commodities contracts(a)	—			—			51			—			51
Realized (gains) losses - interest rate swaps(b)	—			—			345			—			345
Prior service credits(c)	—			—			—			(2,107		)	(2,107		)
Actuarial losses(c)	—			—			—			67,157			67,157
Total before tax	—			—			(86		)	65,050			64,964
Income tax expense (benefit)	—			—			36			(24,095		)	(24,059		)
Net reclassifications	—			—			(50		)	40,955			40,905
Other comprehensive (loss) income	(18,009		)	(953		)	2,157			291,807			275,002
Balance, end of period	$	33,326		$	(276	)	$	(1,680	)	$	(364,046	)	$	(332,676	)

	2012
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	49,935		$	327		$	6,307		$	(533,302	)	$	(476,733	)
Other comprehensive income (loss) before reclassifications	2,212			556			(814		)	(251,291		)	(249,337		)
Income tax	(812		)	(206		)	301			93,078			92,361
Net other comprehensive income (loss) before reclassifications	1,400			350			(513		)	(158,213		)	(156,976		)
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(18,586		)	—			(18,586		)
Realized (gains) losses - commodities contracts(a)	—			—			705			—			705
Realized (gains) losses - interest rate swaps(b)	—			—			2,542			—			2,542
Prior service credits(c)	—			—			—			(895		)	(895		)
Actuarial losses(c)	—			—			—			51,295			51,295
Curtailment and settlement losses	—			—			—			6,242			6,242
Total before tax	—			—			(15,339		)	56,642			41,303
Income tax expense (benefit)	—			—			5,708			(20,980		)	(15,272		)
Net reclassifications	—			—			(9,631		)	35,662			26,031
Other comprehensive income (loss)	1,400			350			(10,144		)	(122,551		)	(130,945		)
Balance, end of period	$	51,335		$	677		$	(3,837	)	$	(655,853	)	$	(607,678	)

(a) Amounts reclassified to net income are included in motorcycles and related products cost of goods sold.

(b) Amounts reclassified to net income are presented in financial services interest expense.

(c) Amounts reclassified are included in the computation of net periodic cost. See Note 13 for information related to pension and postretirement benefit plans.

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Fair Value Of Financial Instruments (Summary Of The Fair Value And Carrying Value Of The Company's Financial Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Restricted cash	$ 98,627	$ 144,807
Estimate of Fair Value Measurement [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and cash equivalents	906,680	1,066,612
Marketable securities	91,140	129,181
Accounts receivable, net	247,621	261,065
Derivatives, Assets	32,244	1,932
Finance receivables, net	6,519,500	6,086,441
Restricted cash	122,052	144,807
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Accounts payable	196,868	239,794
Derivatives, Liabilities	2,027	3,925
Estimate of Fair Value Measurement [Member] | Unsecured Commercial Paper [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	731,786	666,317
Estimate of Fair Value Measurement [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	166,912	174,241
Estimate of Fair Value Measurement [Member] | Medium-term Notes [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	3,502,536	3,087,852
Estimate of Fair Value Measurement [Member] | Senior Unsecured Notes [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	0	305,958
Estimate of Fair Value Measurement [Member] | Secured Debt [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	1,270,656	1,259,314
Reported Value Measurement [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and cash equivalents	906,680	1,066,612
Marketable securities	91,140	129,181
Accounts receivable, net	247,621	261,065
Derivatives, Assets	32,244	1,932
Finance receivables, net	6,432,881	5,999,563
Restricted cash	122,052	144,807
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Accounts payable	196,868	239,794
Derivatives, Liabilities	2,027	3,925
Reported Value Measurement [Member] | Unsecured Commercial Paper [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	731,786	666,317
Reported Value Measurement [Member] | Asset-backed Canadian Commercial Paper Conduit Facility [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	166,912	174,241
Reported Value Measurement [Member] | Medium-term Notes [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	3,334,398	2,858,980
Reported Value Measurement [Member] | Senior Unsecured Notes [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	0	303,000
Reported Value Measurement [Member] | Secured Debt [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Debt instrument, fair value	$ 1,271,533	$ 1,256,632

XML

Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Fair Value Of Pension Plan and Postretirement Healthcare Plan Assets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Pension Plan Assets [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		$ 1,920,601
Pension Plan Assets [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1,992,646
Pension Plan Assets [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1,244,422	1,373,955
Pension Plan Assets [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	717,138	512,412
Pension Plan Assets [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	31,086	34,234	36,582
Pension Plan Assets [Member] | Cash And Cash Equivalents [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		40,578
Pension Plan Assets [Member] | Cash And Cash Equivalents [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	38,131
Pension Plan Assets [Member] | Cash And Cash Equivalents [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	2,965	0
Pension Plan Assets [Member] | Cash And Cash Equivalents [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	35,166	40,578
Pension Plan Assets [Member] | Cash And Cash Equivalents [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Total Equity Holdings [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		1,325,188
Pension Plan Assets [Member] | Total Equity Holdings [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1,173,044
Pension Plan Assets [Member] | Total Equity Holdings [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1,137,747	1,287,952
Pension Plan Assets [Member] | Total Equity Holdings [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	4,211	3,002
Pension Plan Assets [Member] | Total Equity Holdings [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	31,086	34,234
Pension Plan Assets [Member] | U.S. Companies [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		519,405
Pension Plan Assets [Member] | U.S. Companies [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	625,174
Pension Plan Assets [Member] | U.S. Companies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	620,964	516,444
Pension Plan Assets [Member] | U.S. Companies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	4,210	2,961
Pension Plan Assets [Member] | U.S. Companies [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Foreign Companies [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		125,361
Pension Plan Assets [Member] | Foreign Companies [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	109,088
Pension Plan Assets [Member] | Foreign Companies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	109,088	125,320
Pension Plan Assets [Member] | Foreign Companies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	41
Pension Plan Assets [Member] | Foreign Companies [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Harley-Davidson Common Stock [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		88,184
Pension Plan Assets [Member] | Harley-Davidson Common Stock [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	83,942
Pension Plan Assets [Member] | Harley-Davidson Common Stock [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	83,942	88,184
Pension Plan Assets [Member] | Harley-Davidson Common Stock [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Harley-Davidson Common Stock [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Pooled Equity Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		558,004
Pension Plan Assets [Member] | Pooled Equity Funds [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	323,613
Pension Plan Assets [Member] | Pooled Equity Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	323,613	558,004
Pension Plan Assets [Member] | Pooled Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Pooled Equity Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Limited Partnership Interests [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		34,234
Pension Plan Assets [Member] | Limited Partnership Interests [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	31,227
Pension Plan Assets [Member] | Limited Partnership Interests [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	140	0
Pension Plan Assets [Member] | Limited Partnership Interests [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1	0
Pension Plan Assets [Member] | Limited Partnership Interests [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	31,086	34,234	35,954
Pension Plan Assets [Member] | Other [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		0	628
Pension Plan Assets [Member] | Total Fixed Income Holdings [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		554,835
Pension Plan Assets [Member] | Total Fixed Income Holdings [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	781,471
Pension Plan Assets [Member] | Total Fixed Income Holdings [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	103,710	86,003
Pension Plan Assets [Member] | Total Fixed Income Holdings [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	677,761	468,832
Pension Plan Assets [Member] | Total Fixed Income Holdings [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | U.S. Treasuries [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		34,044
Pension Plan Assets [Member] | U.S. Treasuries [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	51,375
Pension Plan Assets [Member] | U.S. Treasuries [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	51,375	34,044
Pension Plan Assets [Member] | U.S. Treasuries [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | U.S. Treasuries [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Federal Agencies [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		33,250
Pension Plan Assets [Member] | Federal Agencies [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	45,282
Pension Plan Assets [Member] | Federal Agencies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Federal Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	45,282	33,250
Pension Plan Assets [Member] | Federal Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Corporate Bonds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		223,992
Pension Plan Assets [Member] | Corporate Bonds [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	376,454
Pension Plan Assets [Member] | Corporate Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	376,454	223,992
Pension Plan Assets [Member] | Corporate Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Pooled Fixed Income Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		212,465
Pension Plan Assets [Member] | Pooled Fixed Income Funds [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	236,024
Pension Plan Assets [Member] | Pooled Fixed Income Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	52,335	51,959
Pension Plan Assets [Member] | Pooled Fixed Income Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	183,689	160,506
Pension Plan Assets [Member] | Pooled Fixed Income Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Foreign Bonds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		40,885
Pension Plan Assets [Member] | Foreign Bonds [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	58,956
Pension Plan Assets [Member] | Foreign Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Foreign Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	58,956	40,885
Pension Plan Assets [Member] | Foreign Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Municipal Bonds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets		10,199
Pension Plan Assets [Member] | Municipal Bonds [Member] | Estimate of Fair Value Measurement [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	13,380
Pension Plan Assets [Member] | Municipal Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Pension Plan Assets [Member] | Municipal Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	13,380	10,199
Pension Plan Assets [Member] | Municipal Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	156,840	147,875	123,106
Postretirement Healthcare Benefits [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	128,287	117,617
Postretirement Healthcare Benefits [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	24,684	30,258
Postretirement Healthcare Benefits [Member] | Cash And Cash Equivalents [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	8,033	8,402
Postretirement Healthcare Benefits [Member] | Cash And Cash Equivalents [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	7,278	0
Postretirement Healthcare Benefits [Member] | Cash And Cash Equivalents [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	755	8,402
Postretirement Healthcare Benefits [Member] | Total Equity Holdings [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	113,942	108,509
Postretirement Healthcare Benefits [Member] | Total Equity Holdings [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	109,552	108,129
Postretirement Healthcare Benefits [Member] | Total Equity Holdings [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	521	380
Postretirement Healthcare Benefits [Member] | U.S. Companies [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	75,349	29,365
Postretirement Healthcare Benefits [Member] | U.S. Companies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	75,349	29,365
Postretirement Healthcare Benefits [Member] | U.S. Companies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Foreign Companies [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	15,571	18,010
Postretirement Healthcare Benefits [Member] | Foreign Companies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	15,050	17,630
Postretirement Healthcare Benefits [Member] | Foreign Companies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	521	380
Postretirement Healthcare Benefits [Member] | Pooled Equity Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	19,138	61,134
Postretirement Healthcare Benefits [Member] | Pooled Equity Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	19,138	61,134
Postretirement Healthcare Benefits [Member] | Pooled Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Limited Partnership Interests [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	3,869	0
Postretirement Healthcare Benefits [Member] | Total Fixed Income Holdings [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	34,865	30,964
Postretirement Healthcare Benefits [Member] | Total Fixed Income Holdings [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	11,457	9,488
Postretirement Healthcare Benefits [Member] | Total Fixed Income Holdings [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	23,408	21,476
Postretirement Healthcare Benefits [Member] | U.S. Treasuries [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	11,457	9,488
Postretirement Healthcare Benefits [Member] | U.S. Treasuries [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	11,457	9,488
Postretirement Healthcare Benefits [Member] | U.S. Treasuries [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Federal Agencies [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1,876	2,579
Postretirement Healthcare Benefits [Member] | Federal Agencies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Federal Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	1,876	2,579
Postretirement Healthcare Benefits [Member] | Corporate Bonds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	11,549	8,685
Postretirement Healthcare Benefits [Member] | Corporate Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	11,549	8,685
Postretirement Healthcare Benefits [Member] | Pooled Fixed Income Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	8,996	8,977
Postretirement Healthcare Benefits [Member] | Pooled Fixed Income Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Pooled Fixed Income Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	8,996	8,977
Postretirement Healthcare Benefits [Member] | Foreign Bonds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	770	941
Postretirement Healthcare Benefits [Member] | Foreign Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Foreign Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	770	941
Postretirement Healthcare Benefits [Member] | Municipal Bonds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	217	294
Postretirement Healthcare Benefits [Member] | Municipal Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	0	0
Postretirement Healthcare Benefits [Member] | Municipal Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total pension plan assets	$ 217	$ 294

XML

Finance Receivables (Tables)

12 Months Ended

Dec. 31, 2014

Receivables [Abstract]

Finance Receivables

Finance receivables, net at December 31 for the past five years were as follows (in thousands):

	2014			2013			2012			2011			2010
Wholesale
United States	$	903,380		$	800,491		$	776,633		$	778,320		$	735,481
Canada	48,941			44,721			39,771			46,320			78,516
Total wholesale	952,321			845,212			816,404			824,640			813,997
Retail
United States	5,398,006			5,051,245			4,850,450			4,858,781			5,126,699
Canada	209,918			213,799			222,665			228,709			250,462
Total retail	5,607,924			5,265,044			5,073,115			5,087,490			5,377,161
	6,560,245			6,110,256			5,889,519			5,912,130			6,191,158
Allowance for credit losses	(127,364		)	(110,693		)	(107,667		)	(125,449		)	(173,589		)
Total finance receivables, net	$	6,432,881		$	5,999,563		$	5,781,852		$	5,786,681		$	6,017,569

Contractual Maturities Of Finance Receivables

On December 31, 2014, contractual maturities of finance receivables were as follows (in thousands):

	United States		Canada		Total
2015	$	1,856,097	$	86,518	$	1,942,615
2016	1,029,075		40,378		1,069,453
2017	1,155,891		45,041		1,200,932
2018	1,259,696		50,243		1,309,939
2019	953,581		36,679		990,260
Thereafter	47,046		—		47,046
Total	$	6,301,386	$	258,859	$	6,560,245

Changes In The Allowance For Finance Credit Losses On Finance Receivables

Changes in the allowance for credit losses on finance receivables by portfolio for the year ended December 31 were as follows (in thousands):

	2014
	Retail			Wholesale		Total
Balance, beginning of period	$	106,063		$	4,630	$	110,693
Provision for credit losses	80,237			709		80,946
Charge-offs	(102,831		)	—		(102,831		)
Recoveries	38,556			—		38,556
Balance, end of period	$	122,025		$	5,339	$	127,364

	2013
	Retail			Wholesale			Total
Balance, beginning of period	$	101,442		$	6,225		$	107,667
Provision for credit losses	61,603			(1,595		)	60,008
Charge-offs	(97,928		)	—			(97,928		)
Recoveries	40,946			—			40,946
Balance, end of period	$	106,063		$	4,630		$	110,693

	2012
	Retail			Wholesale			Total
Balance, beginning of period	$	116,112		$	9,337		$	125,449
Provision for credit losses	25,252			(3,013		)	22,239
Charge-offs	(86,963		)	(99		)	(87,062		)
Recoveries	47,041			—			47,041
Balance, end of period	$	101,442		$	6,225		$	107,667

The allowance for credit losses and finance receivables by portfolio, segregated by those amounts that are individually evaluated for impairment and those that are collectively evaluated for impairment, at December 31 were as follows (in thousands):

	2014
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	122,025		5,339		127,364
Total allowance for credit losses	$	122,025	$	5,339	$	127,364
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,607,924		952,321		6,560,245
Total finance receivables	$	5,607,924	$	952,321	$	6,560,245
	2013
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	106,063		4,630		110,693
Total allowance for credit losses	$	106,063	$	4,630	$	110,693
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,265,044		845,212		6,110,256
Total finance receivables	$	5,265,044	$	845,212	$	6,110,256

Past Due Financing Receivables

An analysis of the aging of past due finance receivables at December 31 was as follows (in thousands):

	2014
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,427,719	$	113,007	$	38,486	$	28,712	$	180,205	$	5,607,924
Wholesale	951,660		383		72		206		661		952,321
Total	$	6,379,379	$	113,390	$	38,558	$	28,918	$	180,866	$	6,560,245

	2013
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,094,615	$	109,806	$	36,029	$	24,594	$	170,429	$	5,265,044
Wholesale	844,033		791		181		207		1,179		845,212
Total	$	5,938,648	$	110,597	$	36,210	$	24,801	$	171,608	$	6,110,256

The recorded investment of retail and wholesale finance receivables, excluding non-accrual status finance receivables, that were contractually past due 90 days or more at December 31 for the past five years was as follows (in thousands):

	2014		2013		2012		2011		2010
United States	$	27,800	$	23,770	$	26,500	$	27,171	$	34,391
Canada	1,118		1,031		1,533		1,207		1,351
Total	$	28,918	$	24,801	$	28,033	$	28,378	$	35,742

Financing Receivable Credit Quality Indicators

The recorded investment of wholesale finance receivables, by internal credit quality indicator, at December 31 was as follows (in thousands):

	2014		2013
Doubtful	$	954	$	—
Substandard	7,025		8,383
Special Mention	—		2,076
Medium Risk	11,557		5,205
Low Risk	932,785		829,548
Total	$	952,321	$	845,212

The recorded investment of retail finance receivables, by credit quality indicator, at December 31 was as follows (in thousands):

	2014		2013
Prime	$	4,435,352	$	4,141,559
Sub-prime	1,172,572		1,123,485
Total	$	5,607,924	$	5,265,044

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Supplementary Data (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

Quarterly financial data (unaudited)

(In millions, except per share data)

	1st Quarter				2nd Quarter				3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013		Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Motorcycles:
Revenue	$	1,571.7	$	1,414.2	$	1,834.3	$	1,631.5	$	1,130.6	$	1,180.3	$	1,031.2	$	1,032.3
Operating income(a)	$	347.7	$	276.8	$	473.3	$	357.7	$	146.3	$	175.5	$	35.9	$	60.7
Financial Services:
Revenue	$	154.4	$	157.0	$	166.4	$	162.8	$	171.0	$	163.4	$	169.0	$	158.3
Operating income	$	63.2	$	71.5	$	74.4	$	74.2	$	77.8	$	76.1	$	62.4	$	61.3
Consolidated:
Income before taxes	$	408.9	$	338.5	$	549.1	$	422.4	$	225.5	$	241.3	$	99.9	$	112.1
Net income	$	265.9	$	224.1	$	354.2	$	271.7	$	150.1	$	162.7	$	74.5	$	75.4
Earnings per common share:
Basic	$	1.21	$	1.00	$	1.63	$	1.22	$	0.70	$	0.73	$	0.35	$	0.34
Diluted	$	1.21	$	0.99	$	1.62	$	1.21	$	0.69	$	0.73	$	0.35	$	0.34

(a) Operating income for the Motorcycles segment includes restructuring expense (benefit) as discussed in Note 3 for the following periods (in millions):

Schedule Of Restructuring Expense

2009 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	5,196		$	—	$	161		$	5,357
Restructuring expense	—			—		907			907
Utilized – cash	(1,645		)	—		(1,068		)	(2,713		)
Noncash reserve release	(1,551		)	—		—			(1,551		)
Balance, end of period	$	2,000		$	—	$	—		$	2,000
	2012
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	10,089		$	—	$	—		$	10,089
Restructuring expense	4,099			—		13,154			17,253
Utilized – cash	(6,566		)	—		(12,993		)	(19,559		)
Noncash reserve release	(2,426		)	—		—			(2,426		)
Balance, end of period	$	5,196		$	—	$	161		$	5,357

The following table summarizes the Motorcycles segment’s 2011 Kansas City Restructuring Plan and modified 2011 New Castalloy Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the year ended December 31 (in thousands):

	2013
	Kansas City								New Castalloy												Consolidated
	Employee Severance and Termination Costs			Other		Total			Employee Severance and Termination Costs			Accelerated Depreciation			Other			Total			Total
Balance, beginning of period	$	2,259		$	—	$	2,259		$	9,306		$	—		$	145		$	9,451		$	11,710
Restructuring expense	—			—		—			1,480			2,093			1,709			5,282			5,282
Utilized - cash	(1,290		)	—		(1,290		)	(5,369		)	—			—			(5,369		)	(6,659		)
Utilized - non-cash	—			—		—			—			(2,093		)	(1,721		)	(3,814		)	(3,814		)
Non-cash reserve release	(969		)	—		(969		)	(5,369		)	—			—			(5,369		)	(6,338		)
Balance, end of period	$	—		$	—	$	—		$	48		$	—		$	133		$	181		$	181

The following table summarizes the Motorcycles segment’s 2010 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013			2012
	Employee Severance and Termination Costs			Employee Severance and Termination Costs
Balance, beginning of period	$	10,156		$	20,361
Restructuring expense	—			4,005
Utilized – cash	(9,725		)	(12,898		)
Non-cash reserve release	(431		)	(1,312		)
Balance, end of period	$	—		$	10,156

	1st Quarter				2nd Quarter					3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013			Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Restructuring expense (benefit)	$	—	$	2.9	$	—	$	(5.3	)	$	—	$	0.6	$	—	$	(0.4	)

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Finance Receivables (Allowance For Credit Losses And Finance Receivables By Portfolio, Individually And Collectively Evaluated For Impairment) (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Allowance for Credit Losses [Line Items]
Individually evaluated for impairment	$ 0	$ 0
Collectively evaluated for impairment	127,364,000	110,693,000
Total allowance for credit losses	127,364,000	110,693,000	107,667,000	125,449,000	173,589,000
Financing Receivable, Individually Evaluated for Impairment	0	0
Collectively evaluated for impairment	6,560,245,000	6,110,256,000
Total finance receivables	6,560,245,000	6,110,256,000	5,889,519,000	5,912,130,000	6,191,158,000
Consumer Portfolio Segment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Individually evaluated for impairment	0	0
Collectively evaluated for impairment	122,025,000	106,063,000
Total allowance for credit losses	122,025,000	106,063,000	101,442,000	116,112,000
Financing Receivable, Individually Evaluated for Impairment	0	0
Collectively evaluated for impairment	5,607,924,000	5,265,044,000
Total finance receivables	5,607,924,000	5,265,044,000	5,073,115,000	5,087,490,000	5,377,161,000
Commercial Portfolio Segment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Individually evaluated for impairment	0	0
Collectively evaluated for impairment	5,339,000	4,630,000
Total allowance for credit losses	5,339,000	4,630,000	6,225,000	9,337,000
Financing Receivable, Individually Evaluated for Impairment	0	0
Individually evaluated for impairment	0	0
Collectively evaluated for impairment	952,321,000	845,212,000
Total finance receivables	952,321,000	845,212,000	816,404,000	824,640,000	813,997,000
Unused Commitments to Extend Credit	1,010,000,000	1,010,000,000
Nonperforming Financing Receivable [Member] | Commercial Portfolio Segment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Individually Evaluated for Impairment		$ 0

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Share-Based Awards (Stock Options Outstanding By Price Range) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	5 years 7 months 15 days
Options	2,717
Weighted-Average Exercise Price, options outstanding	$ 43
Weighted-Average Contractual Life, Options exercisable	4 years 4 months 15 days
Options exercisable	1,938
Weighted-Average Exercise Price, Options exercisable	$ 38
$10.01 To $20 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	4 years 0 months 0 days
Options	409
Weighted-Average Exercise Price, options outstanding	$ 13
Lower Range Limit	$ 10.01
Upper Range Limit	$ 20
$20.01 To $30 [ Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	5 years 1 month 0 days
Options	233
Weighted-Average Exercise Price, options outstanding	$ 23
Lower Range Limit	$ 20.01
Upper Range Limit	$ 30
$30.01 To $40 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	3 years 1 month 0 days
Options	262
Weighted-Average Exercise Price, options outstanding	$ 39
Lower Range Limit	$ 30.01
Upper Range Limit	$ 40
$40.01 To $50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	6 years 7 months 15 days
Options	659
Weighted-Average Exercise Price, options outstanding	$ 44
Lower Range Limit	$ 40.01
Upper Range Limit	$ 50
$50.01 To $60 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	6 years 8 months 15 days
Options	494
Weighted-Average Exercise Price, options outstanding	$ 52
Lower Range Limit	$ 50.01
Upper Range Limit	$ 60
$60.01 To $70 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-Average Contractual Life, options outstanding	5 years 9 months 15 days
Options	660
Weighted-Average Exercise Price, options outstanding	$ 64
Lower Range Limit	$ 60.01
Upper Range Limit	$ 70

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Restructuring Expense And Other Impairments (Restructuring Plan Reserve Recorded In Accrued Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			60 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Restructuring Reserve [Roll Forward]
Restructuring expense	$ 0	$ (2,131)	$ 28,475
Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Restructuring expense	0	(2,131)	28,475
2011 Restructuring Plan [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		11,710
Restructuring expense		5,282
Utilized - cash		(6,659)
Utilized - non-cash		(3,814)
Noncash reserve release		(6,338)
Balance, end of period		181		181
2011 Kansas City Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring expense	6,000
2011 Kansas City Restructuring Plan [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		2,259
Restructuring expense		0
Utilized - cash		(1,290)
Utilized - non-cash		0
Noncash reserve release		(969)
Balance, end of period		0		0
2011 Kansas City Restructuring Plan [Member] | Employee Severance [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		2,259
Restructuring expense		0
Utilized - cash		(1,290)
Utilized - non-cash		0
Noncash reserve release		(969)
Balance, end of period		0		0
2011 Kansas City Restructuring Plan [Member] | Other [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		0
Restructuring expense		0
Utilized - cash		0
Utilized - non-cash		0
Noncash reserve release		0
Balance, end of period		0		0
2011 New Castalloy Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring expense	22,100
2011 New Castalloy Restructuring Plan [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		9,451
Restructuring expense		5,282
Utilized - cash		(5,369)
Utilized - non-cash		(3,814)
Noncash reserve release		(5,369)
Balance, end of period		181		181
2011 New Castalloy Restructuring Plan [Member] | Employee Severance [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		9,306
Restructuring expense		1,480
Utilized - cash		(5,369)
Utilized - non-cash		0
Noncash reserve release		(5,369)
Balance, end of period		48		48
2011 New Castalloy Restructuring Plan [Member] | Accelerated Depreciation [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		0
Restructuring expense		2,093
Utilized - cash		0
Utilized - non-cash		(2,093)
Noncash reserve release		0
Balance, end of period		0		0
2011 New Castalloy Restructuring Plan [Member] | Other [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		145
Restructuring expense		1,709
Utilized - cash		0
Utilized - non-cash		(1,721)
Noncash reserve release		0
Balance, end of period		133		133
2010 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring expense	59,200
2010 Restructuring Plan [Member] | Employee Severance [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		10,156	20,361
Restructuring expense		0	4,005
Utilized - cash		(9,725)	(12,898)
Noncash reserve release		(431)	(1,312)
Balance, end of period		0	10,156	0
2009 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring expense				393,800
2009 Restructuring Plan [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		5,357	10,089
Restructuring expense		907	17,253
Utilized - cash		(2,713)	(19,559)
Noncash reserve release		(1,551)	(2,426)
Balance, end of period		2,000	5,357	2,000
2009 Restructuring Plan [Member] | Employee Severance [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		5,196	10,089
Restructuring expense		0	4,099
Utilized - cash		(1,645)	(6,566)
Noncash reserve release		(1,551)	(2,426)
Balance, end of period		2,000	5,196	2,000
2009 Restructuring Plan [Member] | Accelerated Depreciation [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		0	0
Restructuring expense		0	0
Utilized - cash		0	0
Noncash reserve release		0	0
Balance, end of period		0	0	0
2009 Restructuring Plan [Member] | Other [Member] | Motorcycles & Related Products [Member]
Restructuring Reserve [Roll Forward]
Balance, beginning of period		161	0
Restructuring expense		907	13,154
Utilized - cash		(1,068)	(12,993)
Noncash reserve release		0	0
Balance, end of period		$ 0	$ 161	$ 0

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Capital Stock (Tables)

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stock Repurchases Pursuant To Board Of Director Authorizations

The remaining repurchases were made pursuant to the following authorizations (in millions of shares):

	Shares Repurchased			Authorization Remaining at December 31, 2014
Board of Directors’ Authorization	2014	2013	2012
1997 Authorization	3.2	—	4.3	—
2007 Authorization	5.8	7.7	2.2	0.9
2014 Authorization	—	—	—	20.0
Total	9.0	7.7	6.5	20.9

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Additional Balance Sheet And Cash Flow Information

12 Months Ended

Dec. 31, 2014

Supplemental Cash Flow Information [Abstract]

Additional Balance Sheet and Cash Flow Information

Additional Balance Sheet and Cash Flow Information

The following information represents additional detail for selected line items included in the consolidated balance sheets at December 31, and the statements of cash flows for the years ended December 31.

Balance Sheet Information:

Inventories, net (in thousands):

	2014			2013
Components at the lower of FIFO cost or market
Raw materials and work in process	$	151,254		$	140,302
Motorcycle finished goods	230,309			205,416
Parts and accessories and general merchandise	117,210			127,515
Inventory at lower of FIFO cost or market	498,773			473,233
Excess of FIFO over LIFO cost	(49,902		)	(48,726		)
Total inventories, net	$	448,871		$	424,507

Inventory obsolescence reserves deducted from FIFO cost were $17.8 million and $17.5 million as of December 31, 2014 and 2013, respectively.

Property, plant and equipment, at cost (in thousands):

	2014			2013
Land and related improvements	$	55,238		$	56,146
Buildings and related improvements	475,268			424,431
Machinery and equipment	1,823,790			1,816,599
Software	440,703			337,210
Construction in progress	200,708			168,598
	2,995,707			2,802,984
Accumulated depreciation	(2,112,630		)	(1,960,507		)
Total property, plant and equipment, at cost	$	883,077		$	842,477

Accrued liabilities (in thousands):

	2014		2013
Payroll, employee benefits and related expenses	$	165,448	$	166,346
Restructuring reserves	—		2,181
Warranty and recalls	48,529		46,571
Sales incentive programs	44,423		42,541
Tax-related accruals	28,333		21,970
Fair value of derivative financial instruments	2,027		3,925
Other	160,557		143,801
Total accrued liabilities	$	449,317	$	427,335

Cash Flow Information:

The reconciliation of net income to net cash provided by operating activities of continuing operations is as follows (in thousands):

	2014			2013			2012
Cash flows from operating activities:
Net income	$	844,611		$	733,993		$	623,925
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	179,300			167,072			168,978
Amortization of deferred loan origination costs	94,429			86,181			78,592
Amortization of financing origination fees	8,442			9,376			9,969
Provision for employee long-term benefits	33,709			66,877			71,347
Contributions to pension and postretirement plans	(29,686		)	(204,796		)	(244,416		)
Stock compensation expense	37,929			41,244			40,815
Net change in wholesale finance receivables related to sales	(75,210		)	28,865			2,513
Provision for credit losses	80,946			60,008			22,239
Loss on debt extinguishment	3,942			4,947			4,323
Pension and postretirement healthcare plan curtailment and settlement expense	—			—			6,242
Deferred income taxes	(7,621		)	52,580			128,452
Foreign currency adjustments	21,964			16,269			9,773
Other, net	(1,491		)	10,123			(7,216		)
Changes in current assets and liabilities:
Accounts receivable, net	(9,809		)	(36,653		)	(13,690		)
Finance receivables – accrued interest and other	(2,515		)	(346		)	(4		)
Inventories	(50,886		)	(46,474		)	21,459
Accounts payable and accrued liabilities	19,128			(53,623		)	(10,798		)
Restructuring reserves	2,181			(25,042		)	(16,087		)
Derivative instruments	703			(2,189		)	2,758
Prepaid and other	(3,389		)	68,681			(97,716		)
Total adjustments	302,066			243,100			177,533
Net cash provided by operating activities	$	1,146,677		$	977,093		$	801,458

Cash paid during the period for interest and income taxes (in thousands):

	2014		2013		2012
Interest	$	154,310	$	197,161	$	225,228
Income taxes	$	438,840	$	236,972	$	317,812

Interest paid represents interest payments of HDFS (included in financial services interest expense) and interest payments of the Company (included in interest expense).

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Earnings Per Share Earnings Per Share (Narrative) (Details) (Equity Option [Member]) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.5	0.9	2.1

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Goodwill (Changes In Carrying Amount Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Roll Forward]
Goodwill, Ending Balance	$ 27,752	$ 30,452
Motorcycles Segment [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	30,452	29,530	29,081
Currency translation	(2,700)	922	449
Goodwill, Ending Balance	27,752	30,452	29,530
Financial Services Segment [Member]
Goodwill [Roll Forward]
Goodwill, Ending Balance	$ 0

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Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt With Contractual Term Less Than One Year

Debt with contractual terms less than one year is generally classified as short-term debt and consisted of the following as of December 31 (in thousands):

	2014		2013
Unsecured commercial paper	$	731,786	$	666,317

Debt With A Contractual Term Greater Than One Year

At December 31, 2014, the Company's consolidated balance sheet included outstanding balances related to the following secured notes with the related maturity dates and interest rates (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
April 2014	$850,000	0.66%	April 2015 - October 2021
April 2013	$650,000	0.57%	May 2014 - December 2020
July 2012	$675,306	0.59%	August 2013 - June 2018
November 2011	$513,300	0.88%	November 2012 - February 2018
August 2011	$573,380	0.76%	September 2012 - August 2017

Outstanding balances related to the following secured notes were included in the Company's consolidated balance sheet at December 31, 2013 and the Company completed repayment of those balances during 2014 (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
November 2010	$600,000	1.05%	December 2011 - April 2018

Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following as of December 31 (in thousands):

	2014			2013
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	166,912		$	174,241
Term asset-backed securitization debt	1,271,533			1,256,632
Unsecured notes
5.75% Medium-term notes due in 2014 ($500.0 million par value)	—			499,866
1.15% Medium-term notes due in 2015 ($600.0 million par value)	599,817			599,543
3.88% Medium-term notes due in 2016 ($450.0 million par value)	449,937			449,883
2.70% Medium-term notes due in 2017 ($400.0 million par value)	399,963			399,946
1.55% Medium-term notes due in 2017 ($400.0 million par value)	399,464			—
6.80% Medium-term notes due in 2018 ($888.0 million par value)	887,381			909,742
2.40% Medium-term notes due in 2019 ($600.0 million par value)	597,836			—
15.00% Senior unsecured notes due in 2014 ($600.0 million par value)	—			303,000
Gross long-term debt	4,772,843			4,592,853
Less: current portion of long-term debt	(1,011,315		)	(1,176,140		)
Long-term debt	$	3,761,528		$	3,416,713

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Subsequent Events (Notes)

12 Months Ended

Dec. 31, 2014

Subsequent Event [Line Items]

Subsequent Events [Text Block]

Subsequent Events

On January 22, 2015, HDFS issued $700.0 million of secured notes through a term asset-backed securitization transaction at a weighted average interest rate of 1.19%.

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Supplemental Consolidating Data

12 Months Ended

Dec. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Consolidating Data

  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 December 31, 2014
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	5,577,697	$	—	$	(10,016	)	$	5,567,681
Financial Services	—		662,345		(1,518		)	660,827
Total revenue	5,577,697		662,345		(11,534		)	6,228,508
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,542,601		—		—			3,542,601
Financial Services interest expense	—		164,476		—			164,476
Financial Services provision for credit losses	—		80,946		—			80,946
Selling, administrative and engineering expense	1,023,450		147,586		(11,534		)	1,159,502
Total costs and expenses	4,566,051		393,008		(11,534		)	4,947,525
Operating income	1,011,646		269,337		—			1,280,983
Investment income	126,499		—		(120,000		)	6,499
Interest expense	4,162		—		—			4,162
Income before provision for income taxes	1,133,983		269,337		(120,000		)	1,283,320
Provision for income taxes	338,453		100,256		—			438,709
Net income	$	795,530	$	169,081	$	(120,000	)	$	844,611

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	5,268,480		$	—	$	(10,190	)	$	5,258,290
Financial Services	—			643,067		(1,485		)	641,582
Total revenue	5,268,480			643,067		(11,675		)	5,899,872
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,395,918			—		—			3,395,918
Financial Services interest expense	—			165,491		—			165,491
Financial Services provision for credit losses	—			60,008		—			60,008
Selling, administrative and engineering expense	995,378			143,181		(11,675		)	1,126,884
Restructuring benefit	(2,131		)	—		—			(2,131		)
Total costs and expenses	4,389,165			368,680		(11,675		)	4,746,170
Operating income	879,315			274,387		—			1,153,702
Investment income	190,859			—		(185,000		)	5,859
Interest expense	45,256			—		—			45,256
Income before provision for income taxes	1,024,918			274,387		(185,000		)	1,114,305
Provision for income taxes	279,841			100,471		—			380,312
Net income	$	745,077		$	173,916	$	(185,000	)	$	733,993

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	4,952,748	$	—	$	(10,166	)	$	4,942,582
Financial Services	—		639,482		(1,558		)	637,924
Total revenue	4,952,748		639,482		(11,724		)	5,580,506
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,222,394		—		—			3,222,394
Financial Services interest expense	—		195,990		—			195,990
Financial Services provision for credit losses	—		22,239		—			22,239
Selling, administrative and engineering expense	977,782		145,174		(11,724		)	1,111,232
Restructuring expense	28,475		—		—			28,475
Total costs and expenses	4,228,651		363,403		(11,724		)	4,580,330
Operating income	724,097		276,079		—			1,000,176
Investment income	232,369		—		(225,000		)	7,369
Interest expense	46,033		—		—			46,033
Income before provision for income taxes	910,433		276,079		(225,000		)	961,512
Provision for income taxes	233,385		104,202		—			337,587
Net income	$	677,048	$	171,877	$	(225,000	)	$	623,925

	December 31, 2014
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	573,895	$	332,785	$	—		$	906,680
Marketable securities	57,325		—		—			57,325
Accounts receivable, net	658,735		—		(411,114		)	247,621
Finance receivables, net	—		1,916,635		—			1,916,635
Inventories	448,871		—		—			448,871
Restricted cash	—		98,627		—			98,627
Deferred income taxes	50,015		39,901		—			89,916
Other current assets	142,278		43,125		(2,983		)	182,420
Total current assets	1,931,119		2,431,073		(414,097		)	3,948,095
Finance receivables, net	—		4,516,246		—			4,516,246
Property, plant and equipment, net	848,661		34,416		—			883,077
Goodwill	27,752		—		—			27,752
Deferred income taxes	75,121		4,863		(2,149		)	77,835
Other long-term assets	113,727		39,309		(77,944		)	75,092
	$	2,996,380	$	7,025,907	$	(494,190	)	$	9,528,097
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	171,098	$	436,884	$	(411,114	)	$	196,868
Accrued liabilities	370,652		83,797		(5,132		)	449,317
Short-term debt	—		731,786		—			731,786
Current portion of long-term debt	—		1,011,315		—			1,011,315
Total current liabilities	541,750		2,263,782		(416,246		)	2,389,286
Long-term debt	—		3,761,528		—			3,761,528
Pension liability	76,186		—		—			76,186
Postretirement healthcare liability	203,006		—		—			203,006
Other long-term liabilities	164,060		24,745		—			188,805
Commitments and contingencies (Note 15)
Total shareholders’ equity	2,011,378		975,852		(77,944		)	2,909,286
	$	2,996,380	$	7,025,907	$	(494,190	)	$	9,528,097

	December 31, 2013
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	718,912	$	347,700	$	—		$	1,066,612
Marketable securities	99,009		—		—			99,009
Accounts receivable, net	850,248		—		(589,183		)	261,065
Finance receivables, net	—		1,773,686		—			1,773,686
Inventories	424,507		—		—			424,507
Restricted cash	—		144,807		—			144,807
Deferred income taxes	70,557		33,068		—			103,625
Other current assets	82,717		34,573		(1,798		)	115,492
Total current assets	2,245,950		2,333,834		(590,981		)	3,988,803
Finance receivables, net	—		4,225,877		—			4,225,877
Property, plant and equipment, net	808,005		34,472		—			842,477
Prepaid pension costs	244,871		—		—			244,871
Goodwill	30,452		—		—			30,452
Deferred income taxes	3,339		—		—			3,339
Other long-term assets	126,940		17,360		(75,079		)	69,221
	$	3,459,557	$	6,611,543	$	(666,060	)	$	9,405,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	203,786	$	625,191	$	(589,183	)	$	239,794
Accrued liabilities	353,618		77,774		(4,057		)	427,335
Short-term debt	—		666,317		—			666,317
Current portion of long-term debt	303,000		873,140		—			1,176,140
Total current liabilities	860,404		2,242,422		(593,240		)	2,509,586
Long-term debt	—		3,416,713		—			3,416,713
Pension liability	36,371		—		—			36,371
Postretirement healthcare liability	216,165		—		—			216,165
Deferred income taxes	44,584		2,656		2,259			49,499
Other long-term liabilities	146,686		20,534		—			167,220
Commitments and contingencies (Note 15)
Total shareholders’ equity	2,155,347		929,218		(75,079		)	3,009,486
	$	3,459,557	$	6,611,543	$	(666,060	)	$	9,405,040

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	795,530		$	169,081		$	(120,000	)	$	844,611
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	171,187			8,113			—			179,300
Amortization of deferred loan origination costs	—			94,429			—			94,429
Amortization of financing origination fees	59			8,383			—			8,442
Provision for employee long-term benefits	33,709			—			—			33,709
Contributions to pension and postretirement plans	(29,686		)	—			—			(29,686		)
Stock compensation expense	35,064			2,865			—			37,929
Net change in wholesale finance receivables	—			—			(75,210		)	(75,210		)
Provision for credit losses	—			80,946			—			80,946
Loss on debt extinguishment	—			3,942			—			3,942
Deferred income taxes	(191		)	(7,430		)	—			(7,621		)
Foreign currency adjustments	21,964			—			—			21,964
Other, net	20,273			(21,764		)	—			(1,491		)
Change in current assets and current liabilities:
Accounts receivable	(31,740		)	—			21,931			(9,809		)
Finance receivables—accrued interest and other	—			(2,515		)	—			(2,515		)
Inventories	(50,886		)	—			—			(50,886		)
Accounts payable and accrued liabilities	16,074			21,629			(18,575		)	19,128
Restructuring reserves	2,181			—			—			2,181
Derivative instruments	703			—			—			703
Prepaid and other	(17,187		)	13,798			—			(3,389		)
Total adjustments	171,524			202,396			(71,854		)	302,066
Net cash provided by operating activities	967,054			371,477			(191,854		)	1,146,677
Cash flows from investing activities:
Capital expenditures	(224,262		)	(8,057		)	—			(232,319		)
Origination of finance receivables	—			(7,693,884		)	4,125,461			(3,568,423		)
Collections of finance receivables	—			7,066,852			(4,053,607		)	3,013,245
Sales and redemptions of marketable securities	41,010			—			—			41,010
Other	1,837			—			—			1,837
Net cash used by investing activities	(181,415		)	(635,089		)	71,854			(744,650		)

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments		Consolidated
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			991,835			—		991,835
Repayments of medium-term notes	—			(526,431		)	—		(526,431		)
Repayment of senior unsecured notes	(303,000		)	—			—		(303,000		)
Intercompany borrowing activity	200,000			(200,000		)	—		—
Proceeds from securitization debt	—			847,126			—		847,126
Repayments of securitization debt	—			(834,856		)	—		(834,856		)
Borrowings of asset-backed commercial paper	—			84,907			—		84,907
Repayments of asset-backed commercial paper	—			(77,800		)	—		(77,800		)
Net increase in credit facilities and unsecured commercial paper	—			63,945			—		63,945
Net change in restricted cash	—			22,755			—		22,755
Dividends	(238,300		)	(120,000		)	120,000		(238,300		)
Purchase of common stock for treasury	(615,602		)	—			—		(615,602		)
Excess tax benefits from share-based payments	11,540			—			—		11,540
Issuance of common stock under employee stock option plans	37,785			—			—		37,785
Net cash (used by) provided by financing activities	(907,577		)	251,481			120,000		(536,096		)
Effect of exchange rate changes on cash and cash equivalents	(23,079		)	(2,784		)	—		(25,863		)
Net decrease in cash and cash equivalents	$	(145,017	)	$	(14,915	)	$	—	$	(159,932	)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	718,912		$	347,700		$	—	$	1,066,612
Net decrease in cash and cash equivalents	(145,017		)	(14,915		)	—		(159,932		)
Cash and cash equivalents—end of period	$	573,895		$	332,785		$	—	$	906,680

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	745,077		$	173,916		$	(185,000	)	$	733,993
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	160,181			6,891			—			167,072
Amortization of deferred loan origination costs	—			86,181			—			86,181
Amortization of financing origination fees	473			8,903			—			9,376
Provision for employee long-term benefits	66,877			—			—			66,877
Contributions to pension and postretirement plans	(204,796		)	—			—			(204,796		)
Stock compensation expense	38,367			2,877			—			41,244
Net change in wholesale finance receivables	—			—			28,865			28,865
Provision for credit losses	—			60,008			—			60,008
Loss on debt extinguishment	—			4,947			—			4,947
Deferred income taxes	54,568			(1,988		)	—			52,580
Foreign currency adjustments	16,269			—			—			16,269
Other, net	10,942			(819		)	—			10,123
Change in current assets and current liabilities:
Accounts receivable	(24,273		)	—			(12,380		)	(36,653		)
Finance receivables – accrued interest and other	—			(346		)	—			(346		)
Inventories	(46,474		)	—			—			(46,474		)
Accounts payable and accrued liabilities	(60,907		)	(5,096		)	12,380			(53,623		)
Restructuring reserves	(25,042		)	—			—			(25,042		)
Derivative instruments	(2,161		)	(28		)	—			(2,189		)
Prepaid and other	70,900			(2,219		)	—			68,681
Total adjustments	54,924			159,311			28,865			243,100
Net cash provided by operating activities	800,001			333,227			(156,135		)	977,093
Cash flows from investing activities:
Capital expenditures	(199,354		)	(8,967		)	—			(208,321		)
Origination of finance receivables	—			(7,140,533		)	3,896,528			(3,244,005		)
Collections of finance receivables	—			6,757,387			(3,925,393		)	2,831,994
Purchases of marketable securities	(4,998		)	—			—			(4,998		)
Sales and redemptions of marketable securities	40,108			—			—			40,108
Other	16,355			—			—			16,355
Net cash used by investing activities	(147,889		)	(392,113		)	(28,865		)	(568,867		)

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments		Consolidated
Cash flows from financing activities:
Repayments of medium-term notes	—			(27,858		)	—		(27,858		)
Intercompany borrowing activity	(50,000		)	50,000			—		—
Proceeds from securitization debt	—			647,516			—		647,516
Repayments of securitization debt	—			(840,387		)	—		(840,387		)
Borrowings of asset-backed commercial paper	—			88,456			—		88,456
Net increase in credit facilities and unsecured commercial paper	—			371,085			—		371,085
Repayments of asset-backed commercial paper	—			(78,765		)	—		(78,765		)
Net change in restricted cash	—			43,201			—		43,201
Dividends paid	(187,688		)	(185,000		)	185,000		(187,688		)
Purchase of common stock for treasury, net of issuances	(479,231		)	—			—		(479,231		)
Excess tax benefits from share based payments	19,895			—			—		19,895
Issuance of common stock under employee stock option plans	50,567			—			—		50,567
Net cash (used by) provided by financing activities	(646,457		)	68,248			185,000		(393,209		)
Effect of exchange rate changes on cash and cash equivalents	(14,459		)	(2,084		)	—		(16,543		)
Net (decrease) increase in cash and cash equivalents	$	(8,804	)	$	7,278		$	—	$	(1,526	)
Cash and cash equivalents:
Cash and cash equivalents – beginning of period	$	727,716		$	340,422		$	—	$	1,068,138
Net (decrease) increase in cash and cash equivalents	(8,804		)	7,278			—		(1,526		)
Cash and cash equivalents – end of period	$	718,912		$	347,700		$	—	$	1,066,612

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	677,048		$	171,877		$	(225,000	)	$	623,925
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	162,659			6,319			—			168,978
Amortization of deferred loan origination costs	—			78,592			—			78,592
Amortization of financing origination fees	473			9,496			—			9,969
Provision for employee long-term benefits	67,612			3,735			—			71,347
Contributions to pension and postretirement plans	(244,416		)	—			—			(244,416		)
Stock compensation expense	37,544			3,271			—			40,815
Net change in wholesale finance receivables	—			—			2,513			2,513
Provision for credit losses	—			22,239			—			22,239
Loss on debt extinguishment	—			4,323			—			4,323
Pension and postretirement healthcare plan curtailment and settlement expense	6,242			—			—			6,242
Deferred income taxes	117,772			10,680			—			128,452
Foreign currency adjustments	9,773			—			—			9,773
Other, net	(2,290		)	(4,926		)	—			(7,216		)

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Change in current assets and current liabilities:
Accounts receivable	9,323			—			(23,013		)	(13,690		)
Finance receivables – accrued interest and other	—			(4		)	—			(4		)
Inventories	21,459			—			—			21,459
Accounts payable and accrued liabilities	(6,368		)	(27,443		)	23,013			(10,798		)
Restructuring reserves	(16,087		)	—			—			(16,087		)
Derivative instruments	2,906			(148		)	—			2,758
Prepaid and other	(95,162		)	(2,554		)	—			(97,716		)
Total adjustments	71,440			103,580			2,513			177,533
Net cash provided by operating activities	748,488			275,457			(222,487		)	801,458
Cash flows from investing activities:
Capital expenditures	(180,416		)	(8,586		)	—			(189,002		)
Origination of finance receivables	—			(6,544,828		)	3,686,127			(2,858,701		)
Collections of finance receivables	—			6,456,729			(3,688,640		)	2,768,089
Purchases of marketable securities	(4,993		)	—			—			(4,993		)
Sales and redemptions of marketable securities	23,296			—			—			23,296
Net cash used by investing activities	(162,113		)	(96,685		)	(2,513		)	(261,311		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			993,737			—			993,737
Repayment of medium-term notes	—			(420,870		)	—			(420,870		)
Intercompany borrowing activity	(400,000		)	400,000			—			—
Proceeds from securitization debt	—			763,895			—			763,895
Repayments of securitization debt	—			(1,405,599		)	—			(1,405,599		)
Borrowings of asset-backed commercial paper	—			200,417			—			200,417
Net decrease in credit facilities and unsecured commercial paper	—			(744,724		)	—			(744,724		)
Repayments of asset-backed commercial paper	—			(24,301		)	—			(24,301		)
Net change in restricted cash	—			41,647			—			41,647
Dividends paid	(141,681		)	(225,000		)	225,000			(141,681		)
Purchase of common stock for treasury, net of issuances	(311,632		)	—			—			(311,632		)
Excess tax benefits from share based payments	13,065			—			—			13,065
Issuance of common stock under employee stock option plans	45,973			—			—			45,973
Net cash used by financing activities	(794,275		)	(420,798		)	225,000			(990,073		)
Effect of exchange rate changes on cash and cash equivalents	(7,714		)	(1,172		)	—			(8,886		)
Net decrease in cash and cash equivalents	$	(215,614	)	$	(243,198	)	$	—		$	(458,812	)
Cash and cash equivalents:
Cash and cash equivalents – beginning of period	$	943,330		$	583,620		$	—		$	1,526,950
Net decrease in cash and cash equivalents	(215,614		)	(243,198		)	—			(458,812		)
Cash and cash equivalents – end of period	$	727,716		$	340,422		$	—		$	1,068,138

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of-Weighted Average Health Care Cost Trend Rate Assumption) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Total of service and interest cost components in 2012, One Percent Increase	$ 747
Total of service and interest cost components in 2012, One Percent Decrease	(726)
Accumulated benefit obligation as of December 31, 2012, One Percent Increase	12,909
Accumulated benefit obligation as of December 31, 2012, One Percent Decrease	$ (12,001)

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Additional Balance Sheet And Cash Flow Information (Inventories, Net) (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Inventory [Line Items]
Raw materials and work in process	$ 151,254,000	$ 140,302,000
Inventory at lower of FIFO cost or market	498,773,000	473,233,000
Excess of FIFO over LIFO cost	(49,902,000)	(48,726,000)
Inventories, net	448,871,000	424,507,000
Obsolescence reserves deducted from FIFO cost	17,800,000	17,500,000
Motorcycle Finished Goods [Member]
Inventory [Line Items]
Motorcycle finished goods	230,309,000	205,416,000
Parts and Accessories Finished Goods [Member]
Inventory [Line Items]
Motorcycle finished goods	$ 117,210,000	$ 127,515,000

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Provision For Income Taxes

Provision for income taxes for the years ended December 31 consists of the following (in thousands):

	2014			2013			2012
Current:
Federal	$	394,904		$	281,938		$	191,006
State	30,997			23,701			4,221
Foreign	20,429			22,093			13,189
	446,330			327,732			208,416
Deferred:
Federal	(5,743		)	51,509			121,934
State	(3,155		)	(1,471		)	7,697
Foreign	1,277			2,542			(460		)
	(7,621		)	52,580			129,171
Total	$	438,709		$	380,312		$	337,587

Components Of Income Before Taxes

The components of income before income taxes for the years ended December 31 were as follows (in thousands):

	2014		2013		2012
Domestic	$	1,196,335	$	1,042,317	$	946,592
Foreign	86,985		71,988		14,920
Total	$	1,283,320	$	1,114,305	$	961,512

Provision For Income Tax Rate To Statutory Rate Reconciliation

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 December 31:

	2014		2013		2012
Provision at statutory rate	35.0	%	35.0	%	35.0	%
State taxes, net of federal benefit	1.7		1.6		1.6
Domestic manufacturing deduction	(2.1	)	(1.7	)	(1.6	)
Research and development credit	(0.4	)	(0.9	)	—
Unrecognized tax benefits including interest and penalties	0.2		0.9		0.1
Valuation allowance adjustments	(0.1	)	(0.3	)	(0.3	)
Tax audit settlements	—		0.1		(0.1	)
Adjustments for previously accrued taxes	(0.3	)	(0.2	)	(0.4	)
Other	0.2		(0.4	)	0.8
Provision for income taxes	34.2	%	34.1	%	35.1	%

Principal Components Of The Company's Deferred Tax Assets And Liabilities

The principal components of the Company’s deferred tax assets and liabilities as of December 31 include the following (in thousands):

	2014			2013
Deferred tax assets:
Accruals not yet tax deductible	$	120,817		$	128,307
Pension and postretirement benefit plan obligations	104,723			5,192
Stock compensation	21,089			22,370
Net operating loss carryforward	41,927			40,530
Valuation allowance	(25,462		)	(21,818		)
Other, net	38,465			37,034
	301,559			211,615
Deferred tax liabilities:
Depreciation, tax in excess of book	(128,117		)	(119,916		)
Other	(5,691		)	(34,234		)
	(133,808		)	(154,150		)
Total	$	167,751		$	57,465

Changes In Gross Liability For Unrecognized Tax Benefits Excluding Interest And Penalties

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):

	2014			2013
Unrecognized tax benefits, beginning of period	$	63,057		$	48,752
Increase in unrecognized tax benefits for tax positions taken in a prior period	900			9,713
Decrease in unrecognized tax benefits for tax positions taken in a prior period	(4,989		)	(4,335		)
Increase in unrecognized tax benefits for tax positions taken in the current period	5,876			11,142
Statute lapses	—			(336		)
Settlements with taxing authorities	(644		)	(1,879		)
Unrecognized tax benefits, end of period	$	64,200		$	63,057

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Supplementary Data

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Supplementary Data

SUPPLEMENTARY DATA

Quarterly financial data (unaudited)

(In millions, except per share data)

	1st Quarter				2nd Quarter				3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013		Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Motorcycles:
Revenue	$	1,571.7	$	1,414.2	$	1,834.3	$	1,631.5	$	1,130.6	$	1,180.3	$	1,031.2	$	1,032.3
Operating income(a)	$	347.7	$	276.8	$	473.3	$	357.7	$	146.3	$	175.5	$	35.9	$	60.7
Financial Services:
Revenue	$	154.4	$	157.0	$	166.4	$	162.8	$	171.0	$	163.4	$	169.0	$	158.3
Operating income	$	63.2	$	71.5	$	74.4	$	74.2	$	77.8	$	76.1	$	62.4	$	61.3
Consolidated:
Income before taxes	$	408.9	$	338.5	$	549.1	$	422.4	$	225.5	$	241.3	$	99.9	$	112.1
Net income	$	265.9	$	224.1	$	354.2	$	271.7	$	150.1	$	162.7	$	74.5	$	75.4
Earnings per common share:
Basic	$	1.21	$	1.00	$	1.63	$	1.22	$	0.70	$	0.73	$	0.35	$	0.34
Diluted	$	1.21	$	0.99	$	1.62	$	1.21	$	0.69	$	0.73	$	0.35	$	0.34

(a) Operating income for the Motorcycles segment includes restructuring expense (benefit) as discussed in Note 3 for the following periods (in millions):

	1st Quarter				2nd Quarter					3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013			Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Restructuring expense (benefit)	$	—	$	2.9	$	—	$	(5.3	)	$	—	$	0.6	$	—	$	(0.4	)

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Consolidated Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Consolidated Valuation And Qualifying Accounts

Schedule II

HARLEY-DAVIDSON, INC.

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2014, 2013 and 2012

(In thousands)

	2014			2013			2012
Accounts receivable – allowance for doubtful accounts
Balance, beginning of period	$	4,960		$	4,954		$	4,952
Provision charged to expense	(471		)	245			424
Reserve adjustments	(394		)	(136		)	(401		)
Write-offs, net of recoveries	(637		)	(103		)	(21		)
Balance, end of period	$	3,458		$	4,960		$	4,954
Finance receivables – allowance for credit losses
Balance, beginning of period	$	110,693		$	107,667		$	125,449
Provision for credit losses	80,946			60,008			22,239
Charge-offs, net of recoveries	(64,275		)	(56,982		)	(40,021		)
Balance, end of period	$	127,364		$	110,693		$	107,667
Inventories – allowance for obsolescence(a)
Balance, beginning of period	$	17,463		$	22,936		$	23,204
Provision charged to expense	19,044			5,254			9,489
Reserve adjustments	(399		)	(1,281		)	(696		)
Write-offs, net of recoveries	(18,333		)	(9,446		)	(9,061		)
Balance, end of period	$	17,775		$	17,463		$	22,936
Deferred tax assets – valuation allowance
Balance, beginning of period	$	21,818		$	16,314		$	14,914
Adjustments	3,644			5,504			1,400
Balance, end of period	$	25,462		$	21,818		$	16,314

(a) Inventory obsolescence reserves deducted from cost determined on first-in first-out (FIFO) basis, before deductions for last-in, first-out (LIFO) valuation reserves.

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Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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) 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 Company’s subsidiaries are wholly owned and are included in the consolidated financial statements. Substantially all of the Company’s international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of international subsidiaries have been translated at period-end exchange rates, and revenues and expenses have been translated using average exchange rates for the period.

The Company operates in two principal reportable segments: Motorcycles & Related Products (Motorcycles) and Financial Services.

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’s marketable securities consisted of the following at December 31 (in thousands):

	2014		2013
Available-for-sale securities: corporate bonds	$	57,325	$	99,009
Trading securities: mutual funds	33,815		30,172
Total marketable securities	$	91,140	$	129,181

The Company’s available-for-sale securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income. During 2014 and 2013, the Company recognized gross unrealized losses of $0.7 million and $1.5 million, respectively, or losses of $0.4 million and $1.0 million, net of tax, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that generally come due over the next 3 to 28 months.

The Company's trading securities relate to investments held by the Company to fund certain deferred compensation obligations. The trading securities are carried at fair value with gains and losses recorded in net income and investments are included in other long-term assets on the consolidated balance sheets.

Accounts Receivable – The Company’s motorcycles and related products are sold to independent dealers and distributors outside the U.S. and Canada generally on open account and the resulting receivables are included in accounts receivable in the Company’s consolidated balance sheets. The allowance for doubtful accounts deducted from total accounts receivable was $3.5 million and $5.0 million as of December 31, 2014 and 2013, respectively. Accounts receivable are written down once management determines that the specific customer does not have the ability to repay the balance in full. The Company’s sales of motorcycles and related products in the U.S. and Canada are financed by the purchasing dealers or distributors through HDFS and the related receivables are included in finance receivables in the consolidated balance sheets.

Finance Receivables, Net – Finance receivables include both retail and wholesale finance receivables, net, including amounts held by VIEs. Finance receivables are recorded in the financial statements at amortized cost net of an allowance for credit losses. The provision for credit losses on finance receivables is charged to earnings in amounts sufficient to maintain the allowance for credit losses at a level that is adequate to cover estimated losses of principal inherent in the existing portfolio. Portions of the allowance for credit losses are specified to cover estimated losses on finance receivables specifically identified for impairment. The unspecified portion of the allowance covers estimated losses on finance receivables which are collectively reviewed for impairment. Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement.

The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. The Company performs a periodic and systematic collective evaluation of the adequacy of the retail allowance for credit losses. The Company utilizes loss forecast models which consider a variety of factors including, but not limited to, historical loss trends, origination or vintage analysis, known and inherent risks in the portfolio, the value of the underlying collateral, recovery rates and current economic conditions including items such as unemployment rates. Retail finance receivables are not evaluated individually for impairment prior to charge-off and therefore are not reported as impaired loans.

The wholesale portfolio is primarily composed of large balance, non-homogeneous loans. The Company’s wholesale allowance evaluation is first based on a loan-by-loan review. A specific allowance for credit losses is established for wholesale finance receivables determined to be individually impaired when management concludes that the borrower will not be able to make full payment of contractual amounts due based on the original terms of the loan agreement. The impairment is determined based on the cash that the Company expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan is collateral-dependent. In establishing the allowance, management considers a number of factors including the specific borrower’s financial performance as well as ability to repay. As described below in the Financial Services Revenue Recognition policy, the accrual of interest on such finance receivables is discontinued when the collection of the account becomes doubtful. While a finance receivable is considered impaired, all cash received is applied to principal or interest as appropriate.

Finance receivables in the wholesale portfolio that are not individually evaluated for impairment are segregated, based on similar risk characteristics, according to the Company’s internal risk rating system and collectively evaluated for impairment. The related allowance is based on factors such as the Company’s past loan loss experience, current economic conditions as well as the value of the underlying collateral.

Impaired finance receivables also include loans that have been modified in troubled debt restructurings as a concession to borrowers experiencing financial difficulty. Generally, it is the Company’s policy not to change the terms and conditions of finance receivables. However, to minimize the economic loss, the Company may modify certain impaired finance receivables in troubled debt restructurings. Total restructured finance receivables are not significant.

Repossessed inventory representing recovered collateral on impaired finance receivables is recorded at the lower of cost or net realizable value. In the period during which the collateral is repossessed, the related finance receivable is adjusted to the fair value of the collateral through a charge to the allowance for credit losses and reclassified to repossessed inventory. Repossessed inventory is included in other current assets and was $13.4 million and $13.8 million at December 31, 2014 and 2013, respectively.

Asset-Backed Financing – The Company participates in asset-backed financing both through term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowing because either they are transferred to consolidated VIEs or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860, "Transfers and Servicing." In the Company's asset-backed financing programs, the Company transfers retail motorcycle finance receivables to special purpose entities (SPE), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash, through the issuance of debt.

The Company is required to consolidate any VIEs in which it is deemed to be the primary beneficiary through having power over the significant activities of the entity and having an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE. The Company is considered to have the power over the significant activities of its term asset-backed securitization and asset-backed U.S. commercial paper conduit facility VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, the Company retains a residual interest in the VIEs in the form of a debt security, which gives the Company the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.

The Company is not the primary beneficiary of the asset-backed Canadian commercial paper conduit facility VIE; therefore, the Company does not consolidate the VIE. However, the Company treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and therefore does not meet the requirements for sale accounting under ASC Topic 860. As such, the Company retains the transferred assets and the related debt within its Consolidated Balance Sheet.

Servicing fees paid by VIEs to the Company are eliminated in consolidation and therefore are not recorded on a consolidated basis. The Company is not required, and does not currently intend, to provide any additional financial support to its VIEs. Investors and creditors only have recourse to the assets held by the VIEs.

Inventories – Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories totaling $232.8 million at December 31, 2014 and $210.7 million at December 31, 2013 are valued at the lower of cost or market using the first-in, first-out (FIFO) method.

Property, Plant and Equipment – Property, plant and equipment is recorded at cost. Depreciation is determined on the straight-line basis over the estimated useful lives of the assets. The following useful lives are used to depreciate the various classes of property, plant and equipment: buildings – 30 years; building equipment and land improvements – 7 years; machinery and equipment – 3 to 10 years; furniture and fixtures – 5 years; and software – 3 to 7 years. Accelerated methods of depreciation are used for income tax purposes.

Goodwill – Goodwill represents the excess of acquisition cost over the fair value of the net assets purchased. Goodwill is tested for impairment, based on financial data related to the reporting unit to which it has been assigned, at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The impairment test involves comparing the estimated fair value of the reporting unit associated with the goodwill to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, goodwill must be adjusted to its implied fair value. During 2014 and 2013, the Company tested its goodwill balances for impairment and no adjustments were recorded to goodwill as a result of those reviews.

Long-lived Assets – The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset for assets to be held and used. The Company also reviews the useful life of its long-lived assets when events and circumstances indicate that the actual useful life may be shorter than originally estimated. In the event that the actual useful life is deemed to be shorter than the original useful life, depreciation is adjusted prospectively so that the remaining book value is depreciated over the revised useful life.

Asset groups classified as held for sale are measured at the lower of carrying amount or fair value less cost to sell, and a loss is recognized for any initial adjustment required to reduce the carrying amount to the fair value less cost to sell in the period the held for sale criteria are met. The fair value less cost to sell must be assessed each reporting period the asset group remains classified as held for sale. Gains or losses not previously recognized resulting from the sale of an asset group will be recognized on the date of sale.

Product Warranty and Safety Recall Campaigns – The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except for Japan, where the Company provides a standard three-year limited warranty on all new motorcycles sold. In addition, the Company started offering a one-year warranty for Parts & Accessories (P&A) in 2012. The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company maintains reserves for future warranty claims which are based primarily on historical Company claim information. Additionally, the Company has from time to time initiated certain voluntary safety recall campaigns. The Company reserves for all estimated costs associated with safety recalls in the period that the safety recalls are announced.

Changes in the Company’s warranty and safety recall liability were as follows (in thousands):

	2014			2013			2012
Balance, beginning of period	$	64,120		$	60,263		$	54,994
Warranties issued during the period	60,331			59,022			54,394
Settlements made during the period	(74,262		)	(64,462		)	(67,247		)
Recalls and changes to pre-existing warranty liabilities	19,061			9,297			18,122
Balance, end of period	$	69,250		$	64,120		$	60,263

The liability for safety recall campaigns was $9.8 million, $4.0 million and $4.6 million at December 31, 2014, 2013 and 2012, respectively.

Derivative Financial Instruments – The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative 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 7). In accordance with ASC Topic 815, “Derivatives and Hedging,” 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 instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value and any changes in fair value are recorded in current period earnings. Refer to Note 9 for a detailed description of the Company’s derivative instruments.

Motorcycles and Related Products Revenue Recognition – Sales are recorded when products are shipped to wholesale customers (independent dealers and distributors) and ownership is transferred. The Company may offer sales incentive programs to both wholesale and retail customers designed to promote the sale of motorcycles and related products. The total costs of these programs are generally recognized as revenue reductions and are accrued at the later of the date the related sales are recorded or the date the incentive program is both approved and communicated.

Financial Services Revenue Recognition – Interest income on finance receivables is recorded as earned and is based on the average outstanding daily balance for wholesale and retail receivables. Accrued and uncollected interest is classified with finance receivables. Certain loan origination costs related to finance receivables, including payments made to dealers for certain retail loans, are deferred and amortized over the estimated life of the contract.

Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of December 31, 2014 and 2013, all retail finance receivables are accounted for as interest-earning receivables.

Wholesale finance receivables are delinquent if the minimum payment is not received by the contractual due date. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. Interest continues to accrue on past due finance receivables until the date the finance receivable becomes uncollectible and the finance receivable is placed on non-accrual status. The Company will resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate.

Insurance and protection product commissions as well as commissions on the sale of extended service contracts are recognized when contractually earned. Deferred revenue related to extended service contracts was $5.7 million and $6.8 million as of December 31, 2014 and 2013, respectively.

Research and Development Expenses – Expenditures for research activities relating to product development and improvement are charged against income as incurred and included within selling, administrative and engineering expenses in the consolidated statement of income. Research and development expenses were $138.3 million, $152.2 million and $137.3 million for 2014, 2013 and 2012, respectively.

Advertising Costs – The Company expenses the production cost of advertising the first time the advertising takes place. Advertising costs relate to the Company’s efforts to promote its products and brands through the use of media. During 2014, 2013 and 2012, the Company incurred $107.4 million, $90.7 million and $80.7 million in advertising costs, respectively.

Shipping and Handling Costs – The Company classifies shipping and handling costs as a component of cost of goods sold.

Share-Based Award Compensation Costs – The Company recognizes the cost of its share-based awards in its statement of income. The total cost of the Company’s equity awards is equal to their grant date fair value and is recognized as expense on a straight-line basis over the service periods of the awards. The total cost of the Company’s liability for cash-settled awards is equal to their settlement date fair value. The liability for cash-settled awards is revalued each period based on a recalculated fair value adjusted for vested awards. Total share-based award compensation expense recognized by the Company during 2014, 2013 and 2012 was $37.9 million, $41.2 million and $40.8 million, respectively, or $23.9 million, $26.0 million and $25.7 million net of taxes, respectively.

Income Tax Expense – The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.

New Accounting Standards

Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers (ASU No. 2014-09). ASU No. 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is required to adopt ASU No. 2014-09 for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company is currently evaluating the impact of adoption.

Accounting Standards Recently Adopted

In July 2013, the FASB issued ASU No. 2013-11 Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU No. 2013-11). ASU No. 2013-11 amends the guidance within Accounting Standards Codification (ASC) Topic 740, "Income Taxes", to require entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The Company adopted ASU No. 2013-11 on January 1, 2014. There were no material presentation changes resulting from the adoption of ASU No. 2013-11.

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Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Use of Estimates

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

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

Marketable Securities – The Company’s marketable securities consisted of the following at December 31 (in thousands):

	2014		2013
Available-for-sale securities: corporate bonds	$	57,325	$	99,009
Trading securities: mutual funds	33,815		30,172
Total marketable securities	$	91,140	$	129,181

The Company’s available-for-sale securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income. During 2014 and 2013, the Company recognized gross unrealized losses of $0.7 million and $1.5 million, respectively, or losses of $0.4 million and $1.0 million, net of tax, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that generally come due over the next 3 to 28 months.

The Company's trading securities relate to investments held by the Company to fund certain deferred compensation obligations. The trading securities are carried at fair value with gains and losses recorded in net income and investments are included in other long-term assets on the consolidated balance sheets.

Accounts Receivable

Accounts Receivable – The Company’s motorcycles and related products are sold to independent dealers and distributors outside the U.S. and Canada generally on open account and the resulting receivables are included in accounts receivable in the Company’s consolidated balance sheets. The allowance for doubtful accounts deducted from total accounts receivable was $3.5 million and $5.0 million as of December 31, 2014 and 2013, respectively. Accounts receivable are written down once management determines that the specific customer does not have the ability to repay the balance in full. The Company’s sales of motorcycles and related products in the U.S. and Canada are financed by the purchasing dealers or distributors through HDFS and the related receivables are included in finance receivables in the consolidated balance sheets.

Finance Receivables, Net

Finance Receivables, Net – Finance receivables include both retail and wholesale finance receivables, net, including amounts held by VIEs. Finance receivables are recorded in the financial statements at amortized cost net of an allowance for credit losses. The provision for credit losses on finance receivables is charged to earnings in amounts sufficient to maintain the allowance for credit losses at a level that is adequate to cover estimated losses of principal inherent in the existing portfolio. Portions of the allowance for credit losses are specified to cover estimated losses on finance receivables specifically identified for impairment. The unspecified portion of the allowance covers estimated losses on finance receivables which are collectively reviewed for impairment. Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement.

The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. The Company performs a periodic and systematic collective evaluation of the adequacy of the retail allowance for credit losses. The Company utilizes loss forecast models which consider a variety of factors including, but not limited to, historical loss trends, origination or vintage analysis, known and inherent risks in the portfolio, the value of the underlying collateral, recovery rates and current economic conditions including items such as unemployment rates. Retail finance receivables are not evaluated individually for impairment prior to charge-off and therefore are not reported as impaired loans.

The wholesale portfolio is primarily composed of large balance, non-homogeneous loans. The Company’s wholesale allowance evaluation is first based on a loan-by-loan review. A specific allowance for credit losses is established for wholesale finance receivables determined to be individually impaired when management concludes that the borrower will not be able to make full payment of contractual amounts due based on the original terms of the loan agreement. The impairment is determined based on the cash that the Company expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan is collateral-dependent. In establishing the allowance, management considers a number of factors including the specific borrower’s financial performance as well as ability to repay. As described below in the Financial Services Revenue Recognition policy, the accrual of interest on such finance receivables is discontinued when the collection of the account becomes doubtful. While a finance receivable is considered impaired, all cash received is applied to principal or interest as appropriate.

Finance receivables in the wholesale portfolio that are not individually evaluated for impairment are segregated, based on similar risk characteristics, according to the Company’s internal risk rating system and collectively evaluated for impairment. The related allowance is based on factors such as the Company’s past loan loss experience, current economic conditions as well as the value of the underlying collateral.

Impaired finance receivables also include loans that have been modified in troubled debt restructurings as a concession to borrowers experiencing financial difficulty. Generally, it is the Company’s policy not to change the terms and conditions of finance receivables. However, to minimize the economic loss, the Company may modify certain impaired finance receivables in troubled debt restructurings. Total restructured finance receivables are not significant.

Repossessed inventory representing recovered collateral on impaired finance receivables is recorded at the lower of cost or net realizable value. In the period during which the collateral is repossessed, the related finance receivable is adjusted to the fair value of the collateral through a charge to the allowance for credit losses and reclassified to repossessed inventory.

Inventories

Inventories – Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories totaling $232.8 million at December 31, 2014 and $210.7 million at December 31, 2013 are valued at the lower of cost or market using the first-in, first-out (FIFO) method.

Property, Plant and Equipment

Property, Plant and Equipment – Property, plant and equipment is recorded at cost. Depreciation is determined on the straight-line basis over the estimated useful lives of the assets. The following useful lives are used to depreciate the various classes of property, plant and equipment: buildings – 30 years; building equipment and land improvements – 7 years; machinery and equipment – 3 to 10 years; furniture and fixtures – 5 years; and software – 3 to 7 years. Accelerated methods of depreciation are used for income tax purposes.

Goodwill

Goodwill – Goodwill represents the excess of acquisition cost over the fair value of the net assets purchased. Goodwill is tested for impairment, based on financial data related to the reporting unit to which it has been assigned, at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The impairment test involves comparing the estimated fair value of the reporting unit associated with the goodwill to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, goodwill must be adjusted to its implied fair value.

Long-lived Assets

Long-lived Assets – The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset for assets to be held and used. The Company also reviews the useful life of its long-lived assets when events and circumstances indicate that the actual useful life may be shorter than originally estimated. In the event that the actual useful life is deemed to be shorter than the original useful life, depreciation is adjusted prospectively so that the remaining book value is depreciated over the revised useful life.

Asset groups classified as held for sale are measured at the lower of carrying amount or fair value less cost to sell, and a loss is recognized for any initial adjustment required to reduce the carrying amount to the fair value less cost to sell in the period the held for sale criteria are met. The fair value less cost to sell must be assessed each reporting period the asset group remains classified as held for sale. Gains or losses not previously recognized resulting from the sale of an asset group will be recognized on the date of sale.

Product Warranty and Safety Recall Campaigns

Product Warranty and Safety Recall Campaigns – The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except for Japan, where the Company provides a standard three-year limited warranty on all new motorcycles sold. In addition, the Company started offering a one-year warranty for Parts & Accessories (P&A) in 2012. The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company maintains reserves for future warranty claims which are based primarily on historical Company claim information. Additionally, the Company has from time to time initiated certain voluntary safety recall campaigns. The Company reserves for all estimated costs associated with safety recalls in the period that the safety recalls are announced.

Derivative Financial Instruments

Derivative Financial Instruments – The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative 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 7). In accordance with ASC Topic 815, “Derivatives and Hedging,” 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 instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value and any changes in fair value are recorded in current period earnings.

Revenue Recognition

Motorcycles and Related Products Revenue Recognition – Sales are recorded when products are shipped to wholesale customers (independent dealers and distributors) and ownership is transferred. The Company may offer sales incentive programs to both wholesale and retail customers designed to promote the sale of motorcycles and related products. The total costs of these programs are generally recognized as revenue reductions and are accrued at the later of the date the related sales are recorded or the date the incentive program is both approved and communicated.

Financial Services Revenue Recognition – Interest income on finance receivables is recorded as earned and is based on the average outstanding daily balance for wholesale and retail receivables. Accrued and uncollected interest is classified with finance receivables. Certain loan origination costs related to finance receivables, including payments made to dealers for certain retail loans, are deferred and amortized over the estimated life of the contract.

Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of December 31, 2014 and 2013, all retail finance receivables are accounted for as interest-earning receivables.

Wholesale finance receivables are delinquent if the minimum payment is not received by the contractual due date. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. Interest continues to accrue on past due finance receivables until the date the finance receivable becomes uncollectible and the finance receivable is placed on non-accrual status. The Company will resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate.

Insurance and protection product commissions as well as commissions on the sale of extended service contracts are recognized when contractually earned.

Research and Development Expenses

Research and Development Expenses – Expenditures for research activities relating to product development and improvement are charged against income as incurred and included within selling, administrative and engineering expenses in the consolidated statement of income.

Advertising Costs

Advertising Costs – The Company expenses the production cost of advertising the first time the advertising takes place. Advertising costs relate to the Company’s efforts to promote its products and brands through the use of media.

Shipping and Handling Costs

Shipping and Handling Costs – The Company classifies shipping and handling costs as a component of cost of goods sold.

Share-Based Award Compensation Costs

Share-Based Award Compensation Costs – The Company recognizes the cost of its share-based awards in its statement of income. The total cost of the Company’s equity awards is equal to their grant date fair value and is recognized as expense on a straight-line basis over the service periods of the awards. The total cost of the Company’s liability for cash-settled awards is equal to their settlement date fair value. The liability for cash-settled awards is revalued each period based on a recalculated fair value adjusted for vested awards.

Income Tax Expense

Income Tax Expense – The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.

New Accounting Standards

Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers (ASU No. 2014-09). ASU No. 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is required to adopt ASU No. 2014-09 for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company is currently evaluating the impact of adoption.

Accounting Standards Recently Adopted

In July 2013, the FASB issued ASU No. 2013-11 Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU No. 2013-11). ASU No. 2013-11 amends the guidance within Accounting Standards Codification (ASC) Topic 740, "Income Taxes", to require entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The Company adopted ASU No. 2013-11 on January 1, 2014. There were no material presentation changes resulting from the adoption of ASU No. 2013-11.

Fair Value of Financial Instruments

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – With the exception of certain cash equivalents, the carrying value of these items in the financial statements is based on 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. Fair value is based on Level 1 or Level 2 inputs.

Marketable Securities – The carrying value of marketable securities in the financial statements is based on fair value. The fair value of marketable securities is determined primarily based quoted prices for identical instruments or on quoted market prices of similar financial assets. Fair value is based on Level 1 or Level 2 inputs.

Finance Receivables, Net – The carrying value of retail and wholesale finance receivables in the financial statements is amortized 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 that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.

Derivatives – Foreign currency exchange contracts and commodity contracts are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of foreign currency exchange and commodity contracts is determined using publicly quoted prices. Fair value is calculated using Level 2 inputs.

Debt – The carrying value of debt in the financial statements is generally amortized cost. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.

The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.

The fair values of the medium-term notes are estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the senior unsecured notes is estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs

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Debt (Debt With A Contractual Term Greater Than One Year) (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Gross long-term debt	$ 4,772,843,000	$ 4,592,853,000
Long-term Debt, Current Maturities	(1,011,315,000)	(1,176,140,000)
Long-term debt	3,761,528,000	3,416,713,000
Asset-Backed U.S. Commercial Paper Conduit Facility VIE [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	166,912,000	174,241,000
Term Asset-Backed Securitization VIEs [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	1,271,533,000	1,256,632,000
Long-term Debt, Current Maturities	(366,900,000)	(334,600,000)
Medium-Term Notes Due 2014 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	500,000,000
Weighted average interest rate of asset-backed securitization transactions	5.75%
Medium-Term Notes Due 2014 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	0	499,866,000
Medium-Term Notes Due 2015 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	600,000,000
Weighted average interest rate of asset-backed securitization transactions	1.15%
Medium-Term Notes Due 2015 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	599,817,000	599,543,000
Medium-Term Notes Due 2016 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	450,000,000
Weighted average interest rate of asset-backed securitization transactions	3.88%
Medium-Term Notes Due 2016 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	449,937,000	449,883,000
Medium-Term Notes Due 2017 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	400,000,000
Weighted average interest rate of asset-backed securitization transactions	2.70%
Medium-Term Notes Due 2017 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	399,963,000	399,946,000
Medium-Term Notes Due 2017 1.55 rate [Member] [Member]
Debt Instrument [Line Items]
Par value of debt instrument	400,000,000
Weighted average interest rate of asset-backed securitization transactions	1.55%
Medium-Term Notes Due 2017 1.55 rate [Member] [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	399,464,000	0
Medium-Term Notes Due 2018 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	888,000,000
Weighted average interest rate of asset-backed securitization transactions	6.80%
Medium-Term Notes Due 2018 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	887,381,000	909,742,000
Medium-Term Notes Due 2019 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	600,000,000
Weighted average interest rate of asset-backed securitization transactions	2.40%
Medium-Term Notes Due 2019 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	597,836,000	0
Senior Notes Due 2014 [Member]
Debt Instrument [Line Items]
Par value of debt instrument	600,000,000
Weighted average interest rate of asset-backed securitization transactions	15.00%
Senior Notes Due 2014 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Gross long-term debt	$ 0	$ 303,000,000

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Share-Based Awards (Summary Of Restricted Share and RSUs Transactions) (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, beginning of period	982
Granted	459
Vested	(464)
Forfeited	(57)
Nonvested, end of period	920
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Grant Date Fair Value Per Share, beginning of period	$ 47
Grant Date Fair Value Per Share, Granted	$ 62
Grant Date Fair Value Per Share, Vested	$ 46
Grant Date Fair Value Per Share, Forfeited	$ 56
Grant Date Fair Value Per Share, end of period	$ 54
Unrecognized compensation	$ 21.7
Weighted-average period of recognition (years)	1 year 9 months 15 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested, beginning of period	147
Granted	72
Vested	(74)
Forfeited	(16)
Nonvested, end of period	129
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Grant Date Fair Value Per Share, beginning of period	$ 66
Grant Date Fair Value Per Share, Granted	$ 66
Grant Date Fair Value Per Share, Vested	$ 63
Grant Date Fair Value Per Share, Forfeited	$ 66
Grant Date Fair Value Per Share, end of period	$ 66

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Fair Value Of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Summary Of The Fair Value And Carrying Value Of The Company's Financial Instruments

The following table summarizes the fair value and carrying value of the Company’s financial instruments at December 31 (in thousands):

	2014				2013
	Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	906,680	$	906,680	$	1,066,612	$	1,066,612
Marketable securities	$	91,140	$	91,140	$	129,181	$	129,181
Accounts receivable, net	$	247,621	$	247,621	$	261,065	$	261,065
Derivatives	$	32,244	$	32,244	$	1,932	$	1,932
Finance receivables, net	$	6,519,500	$	6,432,881	$	6,086,441	$	5,999,563
Restricted cash	$	122,052	$	122,052	$	144,807	$	144,807
Liabilities:
Accounts payable	$	196,868	$	196,868	$	239,794	$	239,794
Derivatives	$	2,027	$	2,027	$	3,925	$	3,925
Unsecured commercial paper	$	731,786	$	731,786	$	666,317	$	666,317
Asset-backed Canadian commercial paper conduit facility	$	166,912	$	166,912	$	174,241	$	174,241
Medium-term notes	$	3,502,536	$	3,334,398	$	3,087,852	$	2,858,980
Senior unsecured notes	$	—	$	—	$	305,958	$	303,000
Term asset-backed securitization debt	$	1,270,656	$	1,271,533	$	1,259,314	$	1,256,632

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Repossessed Assets	$ 13.4	$ 13.8
Marketable Securities, Unrealized Loss	(0.7)	(1.5)
Gross unrealized gain, net of tax	(0.4)	(1.0)
Marketable securities maturity period, minimum (in months)	3 months
Marketable securities maturity period, maximum (in months)	28 months
Allowance for doubtful accounts receivable	3.5	5.0
Other inventories	232.8	210.7
Deferred revenue related to extended service contracts	5.7	6.8
Research and development expenses	138.3	152.2	137.3
Advertising costs	107.4	90.7	80.7
Total share-based award compensation expense	37.9	41.2	40.8
Total share-based award compensation expense, net of taxes	23.9	26.0	25.7
Safety Recall [Member]
Property, Plant and Equipment [Line Items]
Loss Contingency Accrual, Product Liability, Gross	$ 9.8	$ 4.0	$ 4.6
Motorcycles Segment [Member]
Property, Plant and Equipment [Line Items]
Standard Product Warranty, Period	2 years 0 months 0 days
Parts and Accessories Finished Goods [Member]
Property, Plant and Equipment [Line Items]
Standard Product Warranty, Period	1 year 0 months 0 days
Japan [Member] | Motorcycles Segment [Member]
Property, Plant and Equipment [Line Items]
Standard Product Warranty, Period	3 years 0 months 0 days
Buildings [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	30 years 0 months 0 days
Building Equipment and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	7 years 0 months 0 days
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	3 years 0 months 0 days
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	10 years 0 months 0 days
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	5 years 0 months 0 days
Software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	3 years 0 months 0 days
Software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment, minimum (in years)	7 years 0 months 0 days

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Asset-Backed Financing (Narrative) (Details)	12 Months Ended					12 Months Ended			12 Months Ended			12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2014 SPEs [Member] USD ($)	Dec. 31, 2013 SPEs [Member] USD ($)	Dec. 31, 2014 Term Asset-Backed Securitization VIEs [Member] Secured Debt [Member] SPEs [Member] USD ($)	Dec. 31, 2013 Term Asset-Backed Securitization VIEs [Member] Secured Debt [Member] SPEs [Member] USD ($)	Dec. 31, 2012 Term Asset-Backed Securitization Sold at Premium VIEs [Member] Secured Debt [Member] SPEs [Member] USD ($)	Dec. 31, 2014 Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] Variable Interest Entity, Not Primary Beneficiary [Member] USD ($)	Dec. 31, 2013 Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] Variable Interest Entity, Not Primary Beneficiary [Member] USD ($)	Dec. 31, 2014 Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] Variable Interest Entity, Not Primary Beneficiary [Member] CAD	Dec. 31, 2014 Line of Credit [Member] Asset-backed Canadian Commercial Paper Conduit Facility [Member] Foreign Line of Credit [Member] Variable Interest Entity, Not Primary Beneficiary [Member] USD ($)	Dec. 31, 2014 Third-party Bank [Member] Line of Credit [Member] Asset-Backed U.S. Commercial Paper Conduit Facility VIE [Member] SPEs [Member] USD ($)	Dec. 31, 2013 Third-party Bank [Member] Line of Credit [Member] Asset-Backed U.S. Commercial Paper Conduit Facility VIE [Member] SPEs [Member] USD ($)
Variable Interest Entity [Line Items]
Assets transferred to special purpose entities				$ 924,900,000	$ 680,600,000
Debt instrument, face amount						850,000,000	650,000,000	89,500,000
Financial Services interest expense	164,476,000	165,491,000	195,990,000			13,500,000	14,500,000		3,500,000	3,400,000			1,100,000	1,200,000
Weighted average interest rate at date of issuance						0.94%	0.99%			2.03%
Total aggregate commitment											200,000,000		600,000,000
Line of credit facility, outstanding borrowings													0
Maturity date of Debt Instrument									5 years 0 months 0 days
Face Amount of Finance Receivables Transferred									97,100,000	101,100,000
Proceeds from Sale of Finance Receivables										88,600,000		85,000,000
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount									$ 27,500,000

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Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenue:
Motorcycles and Related Products	$ 5,567,681	[1]	$ 5,258,290	[1]	$ 4,942,582	[1]
Financial Services	660,827	[1]	641,582	[1]	637,924	[1]
Total revenue	6,228,508		5,899,872		5,580,506
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,542,601		3,395,918		3,222,394
Financial Services interest expense	164,476		165,491		195,990
Financial Services provision for credit losses	80,946		60,008		22,239
Selling, administrative and engineering expense	1,159,502		1,126,884		1,111,232
Restructuring (benefit) expense	0		(2,131)		28,475
Total costs and expenses	4,947,525		4,746,170		4,580,330
Operating income	1,280,983		1,153,702		1,000,176
Investment income	6,499		5,859		7,369
Interest expense	4,162		45,256		46,033
Income before provision for income taxes	1,283,320		1,114,305		961,512
Provision for income taxes	438,709		380,312		337,587
Income from continuing operations	844,611		733,993		623,925
Net income	$ 844,611		$ 733,993		$ 623,925
Earnings per common share from continuing operations:
Basic (in dollars per share)	$ 3.90		$ 3.30		$ 2.75
Diluted (in dollars per share)	$ 3.88		$ 3.28		$ 2.72
Earnings per common share:
Basic (in dollars per share)	$ 3.90		$ 3.30		$ 2.75
Diluted (in dollars per share)	$ 3.88		$ 3.28		$ 2.72
Cash dividends per common share (in dollars per share)	$ 1.10		$ 0.840		$ 0.620

[1] Revenue is attributed to geographic regions based on location of customer.

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Employee Benefit Plans And Other Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule Of Obligation And Funded Status

The following table provides the changes in the benefit obligations, fair value of plan assets and funded status of the Company’s pension, SERPA and postretirement healthcare plans as of the Company’s December 31, 2014 and 2013 measurement dates (in thousands):

	Pension and SERPA Benefits						Postretirement Healthcare Benefits
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation, beginning of period	$	1,714,650		$	1,871,575		$	366,524		$	403,227
Service cost	31,498			35,987			7,015			7,858
Interest cost	86,923			79,248			16,878			15,599
Actuarial (gains) losses	309,542			(199,408		)	(2,870		)	(33,729		)
Plan participant contributions	—			—			2,368			2,609
Benefits paid, net of Medicare Part D subsidy	(72,633		)	(72,752		)	(28,909		)	(29,040		)
Benefit obligation, end of period	2,069,980			1,714,650			361,006			366,524
Change in plan assets:
Fair value of plan assets, beginning of period	1,920,601			1,539,018			147,875			123,106
Actual return on plan assets	143,040			277,388			8,965			24,769
Company contributions	1,638			176,947			28,048			27,849
Plan participant contributions	—			—			2,368			2,609
Benefits paid	(72,633		)	(72,752		)	(30,416		)	(30,458		)
Fair value of plan assets, end of period	1,992,646			1,920,601			156,840			147,875
Funded status of the plans, December 31	$	(77,334	)	$	205,951		$	(204,166	)	$	(218,649	)
Amounts recognized in the Consolidated Balance Sheets, December 31:
Prepaid benefit costs (long-term assets)	$	—		$	244,871		$	—		$	—
Accrued benefit liability (current liabilities)	(1,148		)	(2,549		)	(1,160		)	(2,484		)
Accrued benefit liability (long-term liabilities)	(76,186		)	(36,371		)	(203,006		)	(216,165		)
Net amount recognized	$	(77,334	)	$	205,951		$	(204,166	)	$	(218,649	)

Components Of Net Periodic Benefit Costs

Components of net periodic benefit costs for the years ended December 31 (in thousands):

	Pension and SERPA Benefits									Postretirement Healthcare Benefits
	2014			2013			2012			2014			2013			2012
Service cost	$	31,498		$	35,987		$	33,681		$	7,015		$	7,858		$	7,413
Interest cost	86,923			79,248			83,265			16,878			15,599			18,310
Expected return on plan assets	(136,734		)	(127,327		)	(117,110		)	(10,429		)	(9,537		)	(9,423		)
Amortization of unrecognized:
Prior service cost (credit)	1,119			1,746			2,958			(3,853		)	(3,853		)	(3,853		)
Net loss	36,563			58,608			43,874			4,729			8,549			7,421
Settlement loss	—			—			6,242			—			—			—
Net periodic benefit cost	$	19,369		$	48,262		$	52,910		$	14,340		$	18,616		$	19,868

Schedule Of Net Periodic Benefit Cost Recognized In Accumulated And Other Comprehensive Income

Amounts included in accumulated other comprehensive income, net of tax, at December 31, 2014 which have not yet been recognized in net periodic benefit cost are as follows (in thousands):

	Pension and SERPA Benefits		Postretirement Healthcare Benefits			Total
Prior service cost (credit)	$	1,685	$	(11,070	)	$	(9,385	)
Net actuarial loss	488,080		51,108			539,188
Total	$	489,765	$	40,038		$	529,803

Schedule Of Net Periodic Benefit Cost Expected To Be Recognized

Amounts expected to be recognized in net periodic benefit cost, net of tax, during the year ended December 31, 2015 are as follows (in thousands):

	Pension and SERPA Benefits		Postretirement Healthcare Benefits			Total
Prior service cost (credit)	$	274	$	(2,025	)	$	(1,751	)
Net actuarial loss	34,445		2,501			36,946
Total	$	34,719	$	476		$	35,195

Schedule Of Assumptions Used To Determine Net Periodic Benefit Cost

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost at December 31 were as follows:

	Pension and SERPA Benefits						Postretirement Healthcare Benefits
	2014		2013		2012		2014		2013		2012
Assumptions for benefit obligations:
Discount rate	4.21	%	5.08	%	4.23	%	3.99	%	4.70	%	3.93	%
Rate of compensation	4.00	%	4.00	%	4.00	%	n/a		n/a		n/a
Assumptions for net periodic benefit cost:
Discount rate	5.08	%	4.23	%	5.30	%	4.70	%	3.93	%	4.90	%
Expected return on plan assets	7.75	%	7.75	%	7.80	%	7.70	%	8.00	%	8.00	%
Rate of compensation increase	4.00	%	4.00	%	3.49	%	n/a		n/a		n/a

Schedule Of PBO In Excess Of Fair Value Of Plan Assets

The following table summarizes information related to Company pension plan with a PBO in excess of the fair value of plan assets at December 31, 2014 (in billions):

	2014
Pension plan with PBOs in excess of fair value of plan assets:
PBO	$	2.02
Fair value of plan assets	$	1.99
Number of plans	1

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

The fair values of the Company’s postretirement healthcare plan assets as of December 31, 2014, were as follows (in thousands):

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	8,033	$	7,278	$	755	$	—
Equity holdings:
U.S. companies	75,349		75,349		—		—
Foreign companies	15,571		15,050		521		—
Pooled equity funds	19,138		19,138		—		—
Limited partnership interests	3,884		15		—		3,869
Total equity holdings	113,942		109,552		521		3,869
Fixed-income holdings:
U.S. Treasuries	11,457		11,457		—		—
Federal agencies	1,876		—		1,876		—
Corporate bonds	11,549		—		11,549		—
Pooled fixed income funds	8,996		—		8,996		—
Foreign bonds	770		—		770		—
Municipal bonds	217		—		217		—
Total fixed-income holdings	34,865		11,457		23,408		—
Total postretirement healthcare plan assets	$	156,840	$	128,287	$	24,684	$	3,869

The fair values of the Company’s pension plan assets as of December 31, 2013 were as follows (in thousands):

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	40,578	$	—	$	40,578	$	—
Equity holdings:
U.S. companies	519,405		516,444		2,961		—
Foreign companies	125,361		125,320		41		—
Harley-Davidson common stock	88,184		88,184		—		—
Pooled equity funds	558,004		558,004		—		—
Limited partnership interests	34,234		—		—		34,234
Total equity holdings	1,325,188		1,287,952		3,002		34,234
Fixed-income holdings:
U.S. Treasuries	34,044		34,044		—		—
Federal agencies	33,250		—		33,250		—
Corporate bonds	223,992		—		223,992		—
Pooled fixed income funds	212,465		51,959		160,506		—
Foreign bonds	40,885		—		40,885		—
Municipal bonds	10,199		—		10,199		—
Total fixed-income holdings	554,835		86,003		468,832		—
Total pension plan assets	$	1,920,601	$	1,373,955	$	512,412	$	34,234

The fair values of the Company’s postretirement healthcare plan assets, which did not contain any Level 3 assets, as of December 31, 2013, were as follows (in thousands):

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Cash and cash equivalents	$	8,402	$	—	$	8,402
Equity holdings:
U.S. companies	29,365		29,365		—
Foreign companies	18,010		17,630		380
Pooled equity funds	61,134		61,134		—
Total equity holdings	108,509		108,129		380
Fixed-income holdings:
U.S. Treasuries	9,488		9,488		—
Federal agencies	2,579		—		2,579
Corporate bonds	8,685		—		8,685
Pooled fixed income funds	8,977		—		8,977
Foreign bonds	941		—		941
Municipal bonds	294		—		294
Total fixed-income holdings	30,964		9,488		21,476
Total postretirement healthcare plan assets	$	147,875	$	117,617	$	30,258

The fair values of the Company’s pension plan assets as of December 31, 2014 were as follows (in thousands):

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	38,131	$	2,965	$	35,166	$	—
Equity holdings:
U.S. companies	625,174		620,964		4,210		—
Foreign companies	109,088		109,088		—		—
Harley-Davidson common stock	83,942		83,942		—		—
Pooled equity funds	323,613		323,613		—		—
Limited partnership interests	31,227		140		1		31,086
Total equity holdings	1,173,044		1,137,747		4,211		31,086
Fixed-income holdings:
U.S. Treasuries	51,375		51,375		—		—
Federal agencies	45,282		—		45,282		—
Corporate bonds	376,454		—		376,454		—
Pooled fixed income funds	236,024		52,335		183,689		—
Foreign bonds	58,956		—		58,956		—
Municipal bonds	13,380		—		13,380		—
Total fixed-income holdings	781,471		103,710		677,761		—
Total pension plan assets	$	1,992,646	$	1,244,422	$	717,138	$	31,086

Schedule Of Reconciliation Of The Fair Value Measurements Using Significant Unobservable Inputs

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Limited Partnership Interests
Balance, beginning of period	$	—
Actual return on plan assets:
Relating to assets still held at the reporting date	(178		)
Purchases, sales and settlements	4,047
Balance, end of period	$	3,869

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Limited Partnership Interests
Balance, beginning of period	$	34,234
Actual return on plan assets:
Relating to assets still held at the reporting date	(3,178		)
Purchases, sales and settlements	30
Balance, end of period	$	31,086

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2013 (in thousands):

	Total			Limited Partnership Interests			Other
Balance, beginning of period	$	36,582		$	35,954		$	628
Actual return on plan assets:
Relating to assets still held at the reporting date	2,951			2,951			—
Purchases, sales and settlements	(5,299		)	(4,671		)	(628		)
Balance, end of period	$	34,234		$	34,234		$	—

Schedule Of Weighted Average Health Care Cost Trend Rate

The weighted-average healthcare cost trend rate used in determining the accumulated postretirement benefit obligation of the healthcare plans was as follows:

	2014		2013
Healthcare cost trend rate for next year	8.0	%	8.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate rate)	5.0	%	5.0	%
Year that the rate reaches the ultimate trend rate	2021		2021

Schedule Of Weighted Average Health Care Cost Trend Rate Assumption

This healthcare cost trend rate assumption can have a significant effect on the amounts reported. A one-percentage-point change in the assumed healthcare cost trend rate would have the following effects (in thousands):

	One Percent Increase		One Percent Decrease
Total of service and interest cost components in 2014	$	747	$	(726	)
Accumulated benefit obligation as of December 31, 2014	$	12,909	$	(12,001	)

Schedule Of Expected Benefit Payments And Medicare Subsidy Receipts For Next Five Years And Thereafter

The expected benefit payments and Medicare subsidy receipts for the next five years and thereafter were as follows (in thousands):

	Pension Benefits		SERPA Benefits		Postretirement Healthcare Benefits		Medicare Subsidy Receipts
2015	$	70,191	$	1,148	$	30,123	$	1,380
2016	$	71,110	$	4,064	$	28,455	$	—
2017	$	72,624	$	1,872	$	28,035	$	—
2018	$	74,515	$	1,793	$	26,964	$	—
2019	$	77,117	$	2,432	$	26,009	$	—
2020-2024	$	454,102	$	16,577	$	128,686	$	—

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Pension Plans With PBO And ABO In Excess Of Fair value Of Plan Assets) (Details) (Pension Plan Assets [Member], USD $) In Billions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 benefit_plan
Pension Plan Assets [Member]
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets [Abstract]
PBO	$ 2.02
Fair value of plan assets	$ 1.99
Number of plans	1
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Number of plans	1

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Share-Based Awards (Summary Of Stock Appreciation Right Transactions) (Details) (Stock Appreciation Rights (SARs) [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Options outstanding, beginning of period	210
Options granted	12
Options exercised	(46)
Options forfeited	0
Options outstanding, beginning of period	176	210
Exercisable, end of period	148
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options Outstanding, Weighted Average Exercise Price [Roll Forward]
Weighted-Average Price, Options outstanding, beginning of period	$ 26
Weighted-Average Price, Options granted	$ 62
Weighted-Average Price, Options exercised	$ 20
Weighted-Average Price, Options forfeited	$ 0
Weighted-Average Price, Options outstanding, beginning of period	$ 30	$ 26
Weighted-Average Price, Exercisable, end of period	$ 25
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity, Nonvested, Weighted Average Grant Date Fair Value	$ 14	$ 12	$ 14

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Cash Flows [Abstract]
Net cash provided by operating activities (Note 2)	$ 1,146,677	$ 977,093	$ 801,458
Cash flows from investing activities of continuing operations:
Capital expenditures	(232,319)	(208,321)	(189,002)
Origination of finance receivables	(3,568,423)	(3,244,005)	(2,858,701)
Collections on finance receivables	3,013,245	2,831,994	2,768,089
Purchases of marketable securities	0	(4,998)	(4,993)
Sales and redemptions of marketable securities	41,010	40,108	23,296
Other	1,837	16,355	0
Net cash used by investing activities	(744,650)	(568,867)	(261,311)
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes	991,835	0	993,737
Repayments of medium-term notes	(526,431)	(27,858)	(420,870)
Repayments of Senior Debt	303,000	0	0
Proceeds from securitization debt	847,126	647,516	763,895
Repayments of securitization debt	(834,856)	(840,387)	(1,405,599)
Borrowings of asset-backed commercial paper	84,907	88,456	200,417
Repayments of asset-backed commercial paper	(77,800)	(78,765)	(24,301)
Net increase (decrease) in credit facilities and unsecured commercial paper	63,945	371,085	(744,724)
Net change in restricted cash	22,755	43,201	41,647
Dividends paid	(238,300)	(187,688)	(141,681)
Purchase of common stock for treasury	(615,602)	(479,231)	(311,632)
Excess tax benefits from share-based payments	11,540	19,895	13,065
Issuance of common stock under employee stock option plans	37,785	50,567	45,973
Net cash used by financing activities	(536,096)	(393,209)	(990,073)
Effect of exchange rate changes on cash and cash equivalents	(25,863)	(16,543)	(8,886)
Net decrease in cash and cash equivalents	(159,932)	(1,526)	(458,812)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	1,066,612	1,068,138	1,526,950
Net decrease in cash and cash equivalents	(159,932)	(1,526)	(458,812)
Cash and cash equivalents—end of period	$ 906,680	$ 1,066,612	$ 1,068,138

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Net Periodic Benefit Cost Expected To Be Recognized) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prior service cost (credit)	$ (1,751)
Net actuarial loss	36,946
Amounts expected to be recognized in net periodic benefit cost, net of tax	35,195
Pension and SERPA Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prior service cost (credit)	274
Net actuarial loss	34,445
Amounts expected to be recognized in net periodic benefit cost, net of tax	34,719
Postretirement Healthcare Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prior service cost (credit)	(2,025)
Net actuarial loss	2,501
Amounts expected to be recognized in net periodic benefit cost, net of tax	$ 476

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Additional Balance Sheet And Cash Flow Information (Reconciliation Of Net Income (Loss) To Net Cash Provided By Operating Activities Of Continuing Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Supplemental Cash Flow Information [Abstract]
Net income	$ 74,500	$ 150,100	$ 354,200	$ 265,900	$ 75,400	$ 162,700	$ 271,700	$ 224,100	$ 844,611	$ 733,993	$ 623,925
Income from continuing operations									844,611	733,993	623,925
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation									179,300	167,072	168,978
Amortization of deferred loan origination costs									94,429	86,181	78,592
Amortization of financing origination fees									8,442	9,376	9,969
Provision for employee long-term benefits									33,709	66,877	71,347
Contributions to pension and postretirement plans									(29,686)	(204,796)	(244,416)
Stock compensation expense									37,929	41,244	40,815
Net change in wholesale finance receivables related to sales									(75,210)	28,865	2,513
Provision for credit losses									80,946	60,008	22,239
Loss on debt extinguishment									3,942	4,947	4,323
Pension and postretirement healthcare plan curtailment and settlement expense									0	0	6,242
Deferred income taxes									(7,621)	52,580	128,452
Foreign currency adjustments									21,964	16,269	9,773
Other, net									(1,491)	10,123	(7,216)
Changes in current assets and liabilities:
Accounts receivable, net									(9,809)	(36,653)	(13,690)
Finance receivables – accrued interest and other									(2,515)	(346)	(4)
Inventories									(50,886)	(46,474)	21,459
Accounts payable and accrued liabilities									19,128	(53,623)	(10,798)
Restructuring reserves									2,181	(25,042)	(16,087)
Derivative instruments									703	(2,189)	2,758
Prepaid and other									(3,389)	68,681	(97,716)
Total adjustments									302,066	243,100	177,533
Net cash provided by operating activities of continuing operations									1,146,677	977,093	801,458
Interest									154,310	197,161	225,228
Income taxes									$ 438,840	$ 236,972	$ 317,812

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Weighted-Average Health Care Cost Trend Rate) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]
Healthcare cost trend rate for next year	8.00%	8.00%
Rate to which the cost trend rate is assumed to decline (the ultimate rate)	5.00%	5.00%

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Restructuring Expense And Other Impairments (Tables)

12 Months Ended

Dec. 31, 2014

Restructuring Charges [Abstract]

Restructuring Plan Reserve Recorded In Accrued Liabilities

2009 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	5,196		$	—	$	161		$	5,357
Restructuring expense	—			—		907			907
Utilized – cash	(1,645		)	—		(1,068		)	(2,713		)
Noncash reserve release	(1,551		)	—		—			(1,551		)
Balance, end of period	$	2,000		$	—	$	—		$	2,000
	2012
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	10,089		$	—	$	—		$	10,089
Restructuring expense	4,099			—		13,154			17,253
Utilized – cash	(6,566		)	—		(12,993		)	(19,559		)
Noncash reserve release	(2,426		)	—		—			(2,426		)
Balance, end of period	$	5,196		$	—	$	161		$	5,357

The following table summarizes the Motorcycles segment’s 2011 Kansas City Restructuring Plan and modified 2011 New Castalloy Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the year ended December 31 (in thousands):

	2013
	Kansas City								New Castalloy												Consolidated
	Employee Severance and Termination Costs			Other		Total			Employee Severance and Termination Costs			Accelerated Depreciation			Other			Total			Total
Balance, beginning of period	$	2,259		$	—	$	2,259		$	9,306		$	—		$	145		$	9,451		$	11,710
Restructuring expense	—			—		—			1,480			2,093			1,709			5,282			5,282
Utilized - cash	(1,290		)	—		(1,290		)	(5,369		)	—			—			(5,369		)	(6,659		)
Utilized - non-cash	—			—		—			—			(2,093		)	(1,721		)	(3,814		)	(3,814		)
Non-cash reserve release	(969		)	—		(969		)	(5,369		)	—			—			(5,369		)	(6,338		)
Balance, end of period	$	—		$	—	$	—		$	48		$	—		$	133		$	181		$	181

The following table summarizes the Motorcycles segment’s 2010 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013			2012
	Employee Severance and Termination Costs			Employee Severance and Termination Costs
Balance, beginning of period	$	10,156		$	20,361
Restructuring expense	—			4,005
Utilized – cash	(9,725		)	(12,898		)
Non-cash reserve release	(431		)	(1,312		)
Balance, end of period	$	—		$	10,156

	1st Quarter				2nd Quarter					3rd Quarter				4th Quarter
	Mar 30, 2014		Mar 31, 2013		June 29, 2014		June 30, 2013			Sep 28, 2014		Sep 29, 2013		Dec 31, 2014		Dec 31, 2013
Restructuring expense (benefit)	$	—	$	2.9	$	—	$	(5.3	)	$	—	$	0.6	$	—	$	(0.4	)

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Finance Receivables (Contractual Maturities Of Finance Receivables) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
2014	$ 1,942,615
2015	1,069,453
2016	1,200,932
2017	1,309,939
2018	990,260
Thereafter	47,046
Total	6,560,245
United States [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
2014	1,856,097
2015	1,029,075
2016	1,155,891
2017	1,259,696
2018	953,581
Thereafter	47,046
Total	6,301,386
Canada [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
2014	86,518
2015	40,378
2016	45,041
2017	50,243
2018	36,679
Thereafter	0
Total	$ 258,859

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

 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

In December 2009, the Company 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 promptly submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. Since that time, the EPA has delivered various additional requests for information to which the Company has responded. It is probable that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine and/or other relief. The Company has a reserve associated with this matter which is included in accrued liabilities in the Consolidated Balance Sheet. However, given the uncertainty that still exists concerning the resolution of this matter, there is a possibility that the actual loss incurred may be materially different than the Company’s current reserve. At this time, the Company cannot reasonably estimate the impact of any remedies the EPA might seek beyond the Company's current reserve for this matter, if any.

York Environmental Matters:

The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy, and the parties amended the Agreement in 2013 to address ordnance and explosive waste.

The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of future costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.

The Company has a reserve for its estimate of its share of the future Response Costs at the York facility which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.⁽¹⁾ As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS or otherwise at the York facility, the Company is unable to make a reasonable estimate of those additional costs, if any, that may result.

The estimate of the Company’s future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities. Response Costs are expected to be paid primarily over a period of several years ending in 2017 although certain Response Costs may continue for some time beyond 2017.

Product Liability Matters:

The Company is involved in product liability suits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability suits will not have a material adverse effect on the Company’s consolidated financial statements.

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Changes In Carrying Amount Of Goodwill

The following table summarizes changes in the carrying amount of goodwill in the Motorcycles segment for the following years ended December 31 (in thousands):

	Motorcycles
Balance, December 31, 2011	$	29,081
Currency translation	449
Balance, December 31, 2012	$	29,530
Currency translation	922
Balance, December 31, 2013	$	30,452
Currency translation	(2,700		)
Balance, December 31, 2014	$	27,752

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Reconciliation Of The Fair Value Measurements Using Significant Unobservable Inputs) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2012
Pension Plan Assets [Member]
Change in plan assets:
Fair value of plan assets, end of period	$ 1,920,601
Pension Plan Assets [Member] | Limited Partnership Interests [Member]
Change in plan assets:
Fair value of plan assets, end of period	34,234
Postretirement Healthcare Benefits [Member]
Change in plan assets:
Fair value of plan assets, beginning of period			123,106
Fair value of plan assets, end of period	147,875	156,840	123,106
Significant Unobservable Inputs (Level 3) [Member] | Pension Plan Assets [Member]
Change in plan assets:
Fair value of plan assets, beginning of period	36,582
Relating to assets still held at the reporting date	2,951
Purchases, sales and settlements	(5,299)
Fair value of plan assets, end of period	34,234	31,086
Significant Unobservable Inputs (Level 3) [Member] | Pension Plan Assets [Member] | Limited Partnership Interests [Member]
Change in plan assets:
Fair value of plan assets, beginning of period	35,954	34,234
Relating to assets still held at the reporting date	2,951	(3,178)
Purchases, sales and settlements	(4,671)	30
Fair value of plan assets, end of period	34,234	31,086
Significant Unobservable Inputs (Level 3) [Member] | Pension Plan Assets [Member] | Other [Member]
Change in plan assets:
Fair value of plan assets, beginning of period	628
Relating to assets still held at the reporting date	0
Purchases, sales and settlements	(628)
Fair value of plan assets, end of period	0
Significant Unobservable Inputs (Level 3) [Member] | Postretirement Healthcare Benefits [Member] | Limited Partnership Interests [Member]
Change in plan assets:
Fair value of plan assets, beginning of period		0
Relating to assets still held at the reporting date		(178)
Purchases, sales and settlements		4,047
Fair value of plan assets, end of period		$ 3,869

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Supplemental Consolidating Data (Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Deferred income taxes	$ 0				$ 49,499				$ 0	$ 49,499
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]
Net income	74,500	150,100	354,200	265,900	75,400	162,700	271,700	224,100	844,611	733,993	623,925
Income (loss) from continuing operations									844,611	733,993	623,925
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation									179,300	167,072	168,978
Amortization of deferred loan origination costs									94,429	86,181	78,592
Amortization of financing origination fees									8,442	9,376	9,969
Provision for employee long-term benefits									33,709	66,877	71,347
Contributions to pension and postretirement plans									(29,686)	(204,796)	(244,416)
Stock compensation expense									37,929	41,244	40,815
Net change in wholesale finance receivables related to sales									(75,210)	28,865	2,513
Provision for credit losses									80,946	60,008	22,239
Loss on debt extinguishment									3,942	4,947	4,323
Pension and postretirement healthcare plan curtailment and settlement expense									0	0	6,242
Deferred income taxes									7,621	(52,580)	(128,452)
Foreign currency adjustments									21,964	16,269	9,773
Other, net									(1,491)	10,123	(7,216)
Changes in current assets and liabilities:
Accounts receivable									(9,809)	(36,653)	(13,690)
Finance receivables – accrued interest and other									(2,515)	(346)	(4)
Inventories									(50,886)	(46,474)	21,459
Accounts payable and accrued liabilities									19,128	(53,623)	(10,798)
Restructuring reserves									2,181	(25,042)	(16,087)
Derivative instruments									703	(2,189)	2,758
Prepaid and other									(3,389)	68,681	(97,716)
Total adjustments									302,066	243,100	177,533
Net cash provided by operating activities of continuing operations									1,146,677	977,093	801,458
Cash flows from investing activities of continuing operations:
Capital expenditures									(232,319)	(208,321)	(189,002)
Origination of finance receivables									(3,568,423)	(3,244,005)	(2,858,701)
Collections on finance receivables									3,013,245	2,831,994	2,768,089
Purchases of marketable securities									0	(4,998)	(4,993)
Sales and redemptions of marketable securities									41,010	40,108	23,296
Other									1,837	16,355	0
Net cash used by investing activities									(744,650)	(568,867)	(261,311)
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes									991,835	0	993,737
Repayments of medium-term notes									(526,431)	(27,858)	(420,870)
Repayments of Unsecured Debt									(303,000)
Intercompany Borrowing Activity									0	0	0
Proceeds from securitization debt									847,126	647,516	763,895
Repayments of securitization debt									(834,856)	(840,387)	(1,405,599)
Borrowings of asset-backed commercial paper									84,907	88,456	200,417
Net increase (decrease) in credit facilities and unsecured commercial paper									63,945	371,085	(744,724)
Net repayments in asset-backed commercial paper									(77,800)	(78,765)	(24,301)
Net change in restricted cash									22,755	43,201	41,647
Dividends									(238,300)	(187,688)	(141,681)
Purchase of common stock for treasury									(615,602)	(479,231)	(311,632)
Excess tax benefits from share-based payments									11,540	19,895	13,065
Issuance of common stock under employee stock option plans									37,785	50,567	45,973
Net cash used by financing activities									(536,096)	(393,209)	(990,073)
Effect of exchange rate changes on cash and cash equivalents									(25,863)	(16,543)	(8,886)
Net decrease in cash and cash equivalents									(159,932)	(1,526)	(458,812)
Cash and cash equivalents—beginning of period				1,066,612				1,068,138	1,066,612	1,068,138	1,526,950
Net decrease in cash and cash equivalents									(159,932)	(1,526)	(458,812)
Cash and cash equivalents—end of period	906,680				1,066,612				906,680	1,066,612	1,068,138
Motorcycles & Related Products Operations [Member]
Segment Reporting Information [Line Items]
Deferred income taxes					44,584					44,584
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]
Net income									795,530	745,077	677,048
Income (loss) from continuing operations									795,530
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation									171,187	160,181	162,659
Amortization of deferred loan origination costs									0	0	0
Amortization of financing origination fees									59	473	473
Provision for employee long-term benefits									33,709	66,877	67,612
Contributions to pension and postretirement plans									(29,686)	(204,796)	(244,416)
Stock compensation expense									35,064	38,367	37,544
Net change in wholesale finance receivables related to sales									0	0	0
Provision for credit losses									0	0	0
Loss on debt extinguishment									0	0	0
Pension and postretirement healthcare plan curtailment and settlement expense											6,242
Deferred income taxes									191	(54,568)	(117,772)
Foreign currency adjustments									21,964	16,269	9,773
Other, net									20,273	10,942	(2,290)
Changes in current assets and liabilities:
Accounts receivable									(31,740)	(24,273)	9,323
Finance receivables – accrued interest and other									0	0	0
Inventories									(50,886)	(46,474)	21,459
Accounts payable and accrued liabilities									16,074	(60,907)	(6,368)
Restructuring reserves									2,181	(25,042)	(16,087)
Derivative instruments									703	(2,161)	2,906
Prepaid and other									(17,187)	70,900	(95,162)
Total adjustments									171,524	54,924	71,440
Net cash provided by operating activities of continuing operations									967,054	800,001	748,488
Cash flows from investing activities of continuing operations:
Capital expenditures									(224,262)	(199,354)	(180,416)
Origination of finance receivables									0	0	0
Collections on finance receivables									0	0	0
Purchases of marketable securities										(4,998)	(4,993)
Sales and redemptions of marketable securities									41,010	40,108	23,296
Other									1,837	16,355
Net cash used by investing activities									(181,415)	(147,889)	(162,113)
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes									0		0
Repayments of medium-term notes									0	0	0
Repayments of Unsecured Debt									(303,000)
Intercompany Borrowing Activity									200,000	(50,000)	(400,000)
Proceeds from securitization debt									0	0	0
Repayments of securitization debt									0	0	0
Borrowings of asset-backed commercial paper									0	0	0
Net increase (decrease) in credit facilities and unsecured commercial paper									0	0	0
Net repayments in asset-backed commercial paper									0	0	0
Net change in restricted cash									0	0	0
Dividends									(238,300)	(187,688)	(141,681)
Purchase of common stock for treasury									(615,602)	(479,231)	(311,632)
Excess tax benefits from share-based payments									11,540	19,895	13,065
Issuance of common stock under employee stock option plans									37,785	50,567	45,973
Net cash used by financing activities									(907,577)	(646,457)	(794,275)
Effect of exchange rate changes on cash and cash equivalents									(23,079)	(14,459)	(7,714)
Net decrease in cash and cash equivalents									(145,017)	(8,804)	(215,614)
Cash and cash equivalents—beginning of period				718,912				727,716	718,912	727,716	943,330
Net decrease in cash and cash equivalents									(145,017)	(8,804)	(215,614)
Cash and cash equivalents—end of period	573,895				718,912				573,895	718,912	727,716
Financial Services Operations [Member]
Segment Reporting Information [Line Items]
Deferred income taxes					2,656					2,656
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]
Net income									169,081	173,916	171,877
Income (loss) from continuing operations									169,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation									8,113	6,891	6,319
Amortization of deferred loan origination costs									94,429	86,181	78,592
Amortization of financing origination fees									8,383	8,903	9,496
Provision for employee long-term benefits									0	0	3,735
Contributions to pension and postretirement plans									0	0	0
Stock compensation expense									2,865	2,877	3,271
Net change in wholesale finance receivables related to sales									0	0	0
Provision for credit losses									80,946	60,008	22,239
Loss on debt extinguishment									3,942	4,947	4,323
Pension and postretirement healthcare plan curtailment and settlement expense											0
Deferred income taxes									7,430	(1,988)	(10,680)
Foreign currency adjustments									0	0	0
Other, net									(21,764)	(819)	(4,926)
Changes in current assets and liabilities:
Accounts receivable									0	0	0
Finance receivables – accrued interest and other									(2,515)	(346)	(4)
Inventories									0	0	0
Accounts payable and accrued liabilities									21,629	(5,096)	(27,443)
Restructuring reserves									0	0	0
Derivative instruments									0	(28)	(148)
Prepaid and other									13,798	(2,219)	(2,554)
Total adjustments									202,396	159,311	103,580
Net cash provided by operating activities of continuing operations									371,477	333,227	275,457
Cash flows from investing activities of continuing operations:
Capital expenditures									(8,057)	(8,967)	(8,586)
Origination of finance receivables									(7,693,884)	(7,140,533)	(6,544,828)
Collections on finance receivables									7,066,852	6,757,387	6,456,729
Purchases of marketable securities										0	0
Sales and redemptions of marketable securities									0	0	0
Other									0	0
Net cash used by investing activities									(635,089)	(392,113)	(96,685)
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes									991,835		993,737
Repayments of medium-term notes									(526,431)	(27,858)	(420,870)
Repayments of Unsecured Debt									0
Intercompany Borrowing Activity									(200,000)	50,000	400,000
Proceeds from securitization debt									847,126	647,516	763,895
Repayments of securitization debt									(834,856)	(840,387)	(1,405,599)
Borrowings of asset-backed commercial paper									84,907	88,456	200,417
Net increase (decrease) in credit facilities and unsecured commercial paper									63,945	371,085	(744,724)
Net repayments in asset-backed commercial paper									(77,800)	(78,765)	(24,301)
Net change in restricted cash									22,755	43,201	41,647
Dividends									(120,000)	(185,000)	(225,000)
Purchase of common stock for treasury									0	0	0
Excess tax benefits from share-based payments									0	0	0
Issuance of common stock under employee stock option plans									0	0	0
Net cash used by financing activities									251,481	68,248	(420,798)
Effect of exchange rate changes on cash and cash equivalents									(2,784)	(2,084)	(1,172)
Net decrease in cash and cash equivalents									(14,915)	7,278	(243,198)
Cash and cash equivalents—beginning of period				347,700				340,422	347,700	340,422	583,620
Net decrease in cash and cash equivalents									(14,915)	7,278	(243,198)
Cash and cash equivalents—end of period	332,785				347,700				332,785	347,700	340,422
Eliminations & Adjustments [Member]
Segment Reporting Information [Line Items]
Deferred income taxes					2,259					2,259
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes									0
Eliminations & Adjustments [Member]
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]
Net income									(120,000)	(185,000)	(225,000)
Income (loss) from continuing operations									(120,000)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation									0	0	0
Amortization of deferred loan origination costs									0	0	0
Amortization of financing origination fees									0	0	0
Provision for employee long-term benefits									0	0	0
Contributions to pension and postretirement plans									0	0	0
Stock compensation expense									0	0	0
Net change in wholesale finance receivables related to sales									(75,210)	28,865	2,513
Provision for credit losses									0	0	0
Loss on debt extinguishment									0	0	0
Pension and postretirement healthcare plan curtailment and settlement expense											0
Deferred income taxes									0	0	0
Foreign currency adjustments									0	0	0
Other, net									0	0	0
Changes in current assets and liabilities:
Accounts receivable									21,931	(12,380)	(23,013)
Finance receivables – accrued interest and other									0	0	0
Inventories									0	0	0
Accounts payable and accrued liabilities									(18,575)	12,380	23,013
Restructuring reserves									0	0	0
Derivative instruments									0	0	0
Prepaid and other									0	0	0
Total adjustments									(71,854)	28,865	2,513
Net cash provided by operating activities of continuing operations									(191,854)	(156,135)	(222,487)
Cash flows from investing activities of continuing operations:
Capital expenditures									0	0	0
Origination of finance receivables									4,125,461	3,896,528	3,686,127
Collections on finance receivables									(4,053,607)	(3,925,393)	(3,688,640)
Purchases of marketable securities										0	0
Sales and redemptions of marketable securities									0	0	0
Other									0	0
Net cash used by investing activities									71,854	(28,865)	(2,513)
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes											0
Repayments of medium-term notes									0	0	0
Repayments of Unsecured Debt									0
Intercompany Borrowing Activity									0	0	0
Proceeds from securitization debt									0	0	0
Repayments of securitization debt									0	0	0
Borrowings of asset-backed commercial paper									0	0	0
Net increase (decrease) in credit facilities and unsecured commercial paper									0	0	0
Net repayments in asset-backed commercial paper									0	0	0
Net change in restricted cash									0	0	0
Dividends									120,000	185,000	225,000
Purchase of common stock for treasury									0	0	0
Excess tax benefits from share-based payments									0	0	0
Issuance of common stock under employee stock option plans									0	0	0
Net cash used by financing activities									120,000	185,000	225,000
Effect of exchange rate changes on cash and cash equivalents									0	0	0
Net decrease in cash and cash equivalents									0	0	0
Cash and cash equivalents—beginning of period				0				0	0	0	0
Net decrease in cash and cash equivalents									0	0	0
Cash and cash equivalents—end of period	$ 0				$ 0				$ 0	$ 0	$ 0

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Share-Based Awards

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Awards

Share-Based Awards

The Company has a share-based compensation plan which was approved by its Shareholders in April 2014 (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 vest ratably over a three-year period with the first one-third of the grant 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 granted under the Plan vest ratably over a three-year period with the first one-third of the grant vesting one year after the date of grant. Dividends are paid on shares of restricted stock and dividend equivalents are paid on RSUs. At December 31, 2014, there were 9.5 million 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. Prior to 2013, the Company used a weighted-average of implied and historical volatility to determine the expected volatility of its stock. Beginning with awards granted in 2013, the Company uses implied 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 2014, 2013 and 2012 were as follows:

	2014		2013		2012
Expected average term (in years)	6.1		6.1		6.3
Expected volatility	25% - 34%		27% - 36%		32% - 50%
Weighted average volatility	32	%	33	%	41	%
Expected dividend yield	1.8	%	1.6	%	1.1	%
Risk-free interest rate	0.1% - 2.8%		0.1% - 2.1%		0.1% - 2.1%

The following table summarizes the stock option transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Options		Weighted- Average Price
Options outstanding, beginning of period	3,391		$	40
Options granted	401		$	62
Options exercised	(1,002	)	$	38
Options forfeited	(73	)	$	58
Options outstanding, end of period	2,717		$	43
Exercisable, end of period	1,938		$	38

The weighted-average fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $14, $12 and $14, respectively.

As of December 31, 2014, there was $3.5 million of unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 1.6 years.

The following table summarizes the aggregate intrinsic value related to options outstanding, exercisable and exercised as of and for the years ended December 31 (in thousands):

	2014		2013		2012
Exercised	$	31,623	$	28,879	$	34,443
Outstanding	$	61,947	$	100,054	$	60,963
Exercisable	$	54,071	$	81,930	$	35,873

The Company’s policy is to issue new shares of common stock upon the exercise of employee stock options. The Company has a continuing authorization from its Board of Directors to repurchase shares to offset dilution caused by the exercise of stock options which is discussed in Note 16.

Stock options outstanding at December 31, 2014 (options in thousands):

Price Range	Weighted-Average Contractual Life	Options	Weighted-Average Exercise Price
$10.01 to $20	4.0	409	$	13
$20.01 to $30	5.1	233	$	23
$30.01 to $40	3.1	262	$	39
$40.01 to $50	6.6	659	$	44
$50.01 to $60	6.7	494	$	52
$60.01 to $70	5.8	660	$	64
Options outstanding	5.6	2,717	$	43
Options exercisable	4.4	1,938	$	38

Stock Appreciation Rights (SARs)

SARs vest under the same terms and conditions as options; however, they are settled in cash equal to their settlement date fair value. As a result, SARs are recorded in the Company’s consolidated balance sheets as a liability until the date of exercise.

The fair value of each SAR award is estimated using a lattice-based valuation model. In accordance with ASC Topic 718, “Stock Compensation”, the fair value of each SAR award is recalculated at the end of each reporting period and the liability and expense adjusted based on the new fair value and the percent vested.

The assumptions used to determine the fair value of the SAR awards at December 31, 2014 and 2013 were as follows:

	2014		2013
Expected average term (in years)	3.7 - 5.4		3.5 - 4.3
Expected volatility	25% - 31%		24% - 32%
Expected dividend yield	1.7	%	1.2	%
Risk-free interest rate	0.0% - 2.3%		0.1% - 3.0%

The following table summarizes the SAR transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	SARs		Weighted-Average Price
Outstanding, beginning of period	210		$	26
Granted	12		$	62
Exercised	(46	)	$	20
Forfeited	—		$	—
Outstanding, end of period	176		$	30
Exercisable, end of period	148		$	25

The weighted-average fair value of SARs granted during the years ended December 31, 2014, 2013 and 2012 was $14, $12 and $14, respectively.

Restricted Stock Awards Settled in Stock:

Beginning in 2014, the Company granted certain eligible U.S. employees restricted stock units (RSUs) that settle in Company stock. Prior to 2014, the Company granted restricted, nonvested, stock. The fair value of RSUs settled in stock and restricted stock is determined based on the market price of the Company’s shares on the grant date. The following table summarizes the RSUs settled in stock and restricted stock transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Restricted Shares		Grant Date Fair Value Per Share
Nonvested, beginning of period	982		$	47
Granted	459		$	62
Vested	(464	)	$	46
Forfeited	(57	)	$	56
Nonvested, end of period	920		$	54

As of December 31, 2014, there was $21.7 million of unrecognized compensation cost related to RSUs settled in stock and restricted stock that is expected to be recognized over a weighted-average period of 1.8 years.

Restricted Stock Awards Settled in Cash

Restricted stock units, granted to certain eligible non-U.S. employees (RSUIs) vest under the same terms and conditions as RSUs settled in stock and restricted stock; however, they are settled in cash equal to their settlement date fair value. As a result, RSUIs are recorded in the Company’s consolidated balance sheets as a liability until the date of vesting.

The fair value of RSUIs is determined based on the market price of the Company’s shares on the grant date. The following table summarizes the RSUI transactions for the year ended December 31, 2014 (in thousands except for per share amounts):

	Restricted Stock Unit		Weighted-Average Grant Date Fair Value Per Share
Nonvested, beginning of period	147		$	66
Granted	72		$	66
Vested	(74	)	$	63
Forfeited	(16	)	$	66
Nonvested, end of period	129		$	66

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Finance Receivables (Aging Of Past Due Finance Receivables Including Non-Accrual Status Finance Receivables) (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	$ 6,379,379,000	$ 5,938,648,000
31-60 Days Past Due	113,390,000	110,597,000
61-90 Days Past Due	38,558,000	36,210,000
Greater than 90 Days Past Due	28,918,000	24,801,000
Total Past Due	180,866,000	171,608,000
Total finance receivables	6,560,245,000	6,110,256,000	5,889,519,000	5,912,130,000	6,191,158,000
Consumer Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	5,427,719,000	5,094,615,000
31-60 Days Past Due	113,007,000	109,806,000
61-90 Days Past Due	38,486,000	36,029,000
Greater than 90 Days Past Due	28,712,000	24,594,000
Total Past Due	180,205,000	170,429,000
Total finance receivables	5,607,924,000	5,265,044,000	5,073,115,000	5,087,490,000	5,377,161,000
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	0	0
Current	951,660,000	844,033,000
31-60 Days Past Due	383,000	791,000
61-90 Days Past Due	72,000	181,000
Greater than 90 Days Past Due	206,000	207,000
Total Past Due	661,000	1,179,000
Total finance receivables	$ 952,321,000	$ 845,212,000	$ 816,404,000	$ 824,640,000	$ 813,997,000

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Share-Based Awards (Summary Of Stock Option Transactions) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning of period	3,391
Options granted	401
Options exercised	(1,002)
Options forfeited	(73)
Options outstanding, end of period	2,717
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted-Average Price, Options outstanding, beginning of period	$ 40
Weighted-Average Price, Options granted	$ 62
Weighted-Average Price, Options exercised	$ 38
Weighted-Average Price, Options forfeited	$ 58
Weighted-Average Price, Options outstanding, end of period	$ 43
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-Average Price, Exercisable, end of period	$ 38
Exercisable, end of period	1,938

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Consolidated Statements Of Shareholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Balance [Member]
Beginning Balance at Dec. 31, 2011	$ 2,420,256	$ 3,391	$ 968,392	$ 6,824,180	$ (476,733)	$ (4,898,974)
Beginning Balance, shares at Dec. 31, 2011		339,107,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	623,925			623,925
Total other comprehensive loss, net of tax (Note 10)	(130,945)				(130,945)
Dividends	(141,681)			(141,681)
Repurchase of common stock	(311,632)					(311,632)
Share-based compensation and 401(k) match made with Treasury shares	42,058		42,056			2
Issuance of nonvested stock (in shares)		535,807
Issuance of nonvested stock		6	(6)
Exercise of stock options	45,973	16	45,957
Exercise of stock options (in shares)		1,622,801
Tax benefit of stock options and nonvested stock	9,670		9,670
Ending Balance at Dec. 31, 2012	2,557,624	3,413	1,066,069	7,306,424	(607,678)	(5,210,604)
Ending Balance, shares at Dec. 31, 2012		341,265,838
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	733,993			733,993
Total other comprehensive loss, net of tax (Note 10)	275,002				275,002
Dividends	(187,688)			(187,688)
Repurchase of common stock	(479,231)					(479,231)
Share-based compensation and 401(k) match made with Treasury shares	41,508		40,724			784
Issuance of nonvested stock (in shares)		492,755
Issuance of nonvested stock		5	(5)
Exercise of stock options	50,567	14	50,553
Exercise of stock options (in shares)		1,398,638
Tax benefit of stock options and nonvested stock	17,711		17,711
Ending Balance at Dec. 31, 2013	3,009,486	3,432	1,175,052	7,852,729	(332,676)	(5,689,051)
Ending Balance, shares at Dec. 31, 2013		343,157,231
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	844,611			844,611
Total other comprehensive loss, net of tax (Note 10)	(182,267)				(182,267)
Dividends	(238,300)			(238,300)
Repurchase of common stock	(615,602)					(615,602)
Share-based compensation and 401(k) match made with Treasury shares	41,991		40,848			1,143
Issuance of nonvested stock (in shares)		15,891
Issuance of nonvested stock		0	0
Exercise of stock options	37,785	10	37,775
Exercise of stock options (in shares)	1,002,000	1,001,531
Tax benefit of stock options and nonvested stock	11,582		11,582
Ending Balance at Dec. 31, 2014	$ 2,909,286	$ 3,442	$ 1,265,257	$ 8,459,040	$ (514,943)	$ (6,303,510)
Ending Balance, shares at Dec. 31, 2014		344,174,653

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
Net income	$ 844,611	$ 733,993	$ 623,925
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment	(36,808)	(18,009)	1,400
Derivative financial instruments	20,722	2,157	(10,144)
Marketable securities	(424)	(953)	350
Pension and postretirement benefit plans	(165,757)	291,807	(122,551)
Total other comprehensive (loss) income, net of tax	(182,267)	275,002	(130,945)
Comprehensive income	$ 662,344	$ 1,008,995	$ 492,980

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Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Accumulated Other Comprehensive Loss

 Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss (AOCL) for the years ended December 31 (in thousands):

	2014
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	33,326		$	(276	)	$	(1,680	)	$	(364,046	)	$	(332,676	)
Other comprehensive (loss) income before reclassifications	(50,310		)	(673		)	46,775			(301,832		)	(306,040		)
Income tax	13,502			249			(17,325		)	111,799			108,225
Net other comprehensive (loss) income before reclassifications	(36,808		)	(424		)	29,450			(190,033		)	(197,815		)
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(13,635		)	—			(13,635		)
Realized (gains) losses - commodities contracts(a)	—			—			(228		)	—			(228		)
Prior service credits(c)	—			—			—			(2,734		)	(2,734		)
Actuarial losses(c)	—			—			—			41,292			41,292
Total before tax	—			—			(13,863		)	38,558			24,695
Income tax expense (benefit)	—			—			5,135			(14,282		)	(9,147		)
Net reclassifications	—			—			(8,728		)	24,276			15,548
Other comprehensive (loss) income	(36,808		)	(424		)	20,722			(165,757		)	(182,267		)
Balance, end of period	$	(3,482	)	$	(700	)	$	19,042		$	(529,803	)	$	(514,943	)

	2013
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	51,335		$	677		$	(3,837	)	$	(655,853	)	$	(607,678	)
Other comprehensive (loss) income before reclassifications	(20,192		)	(1,514		)	3,505			398,430			380,229
Income tax	2,183			561			(1,298		)	(147,578		)	(146,132		)
Net other comprehensive (loss) income before reclassifications	(18,009		)	(953		)	2,207			250,852			234,097
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(482		)	—			(482		)
Realized (gains) losses - commodities contracts(a)	—			—			51			—			51
Realized (gains) losses - interest rate swaps(b)	—			—			345			—			345
Prior service credits(c)	—			—			—			(2,107		)	(2,107		)
Actuarial losses(c)	—			—			—			67,157			67,157
Total before tax	—			—			(86		)	65,050			64,964
Income tax expense (benefit)	—			—			36			(24,095		)	(24,059		)
Net reclassifications	—			—			(50		)	40,955			40,905
Other comprehensive (loss) income	(18,009		)	(953		)	2,157			291,807			275,002
Balance, end of period	$	33,326		$	(276	)	$	(1,680	)	$	(364,046	)	$	(332,676	)

	2012
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	49,935		$	327		$	6,307		$	(533,302	)	$	(476,733	)
Other comprehensive income (loss) before reclassifications	2,212			556			(814		)	(251,291		)	(249,337		)
Income tax	(812		)	(206		)	301			93,078			92,361
Net other comprehensive income (loss) before reclassifications	1,400			350			(513		)	(158,213		)	(156,976		)
Reclassifications:
Realized (gains) losses - foreign currency contracts(a)	—			—			(18,586		)	—			(18,586		)
Realized (gains) losses - commodities contracts(a)	—			—			705			—			705
Realized (gains) losses - interest rate swaps(b)	—			—			2,542			—			2,542
Prior service credits(c)	—			—			—			(895		)	(895		)
Actuarial losses(c)	—			—			—			51,295			51,295
Curtailment and settlement losses	—			—			—			6,242			6,242
Total before tax	—			—			(15,339		)	56,642			41,303
Income tax expense (benefit)	—			—			5,708			(20,980		)	(15,272		)
Net reclassifications	—			—			(9,631		)	35,662			26,031
Other comprehensive income (loss)	1,400			350			(10,144		)	(122,551		)	(130,945		)
Balance, end of period	$	51,335		$	677		$	(3,837	)	$	(655,853	)	$	(607,678	)

(a) Amounts reclassified to net income are included in motorcycles and related products cost of goods sold.

(b) Amounts reclassified to net income are presented in financial services interest expense.

(c) Amounts reclassified are included in the computation of net periodic cost. See Note 13 for information related to pension and postretirement benefit plans.

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Commitments and Contingencies (Details) (York, Pennsylvania Facility [Member])	12 Months Ended
	Dec. 31, 2014
York, Pennsylvania Facility [Member]
Site Contingency [Line Items]
Site Contingency, Third Party Cost, Percentage of Total Cost	53.00%
Site Contingency, Portion of Total Cost	47.00%

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Net Periodic Benefit Cost Recognized In Accumulated And Other Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prior service cost (credit)	$ (9,385)
Net actuarial loss	539,188
Amounts included in other comprehensive income, net of tax	529,803
Pension and SERPA Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prior service cost (credit)	1,685
Net actuarial loss	488,080
Amounts included in other comprehensive income, net of tax	489,765
Postretirement Healthcare Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Prior service cost (credit)	(11,070)
Net actuarial loss	51,108
Amounts included in other comprehensive income, net of tax	$ 40,038

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Obligation And Funded Status) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Pension and SERPA Benefits [Member]
Change in benefit obligation:
Benefit obligation, beginning of period	$ 1,714,650	$ 1,871,575
Service cost	31,498	35,987	33,681
Interest cost	86,923	79,248	83,265
Actuarial (gains) losses	309,542	(199,408)
Plan participant contributions	0	0
Benefits paid, net of Medicare Part D subsidy	(72,633)	(72,752)
Benefit obligation, end of period	2,069,980	1,714,650	1,871,575
Change in plan assets:
Fair value of plan assets, beginning of period	1,920,601	1,539,018
Actual return on plan assets	143,040	277,388
Company contributions	1,638	176,947
Plan participant contributions	0	0
Benefits paid	(72,633)	(72,752)
Fair value of plan assets, end of period	1,992,646	1,920,601	1,539,018
Funded status of the plans, December 31	(77,334)	205,951
Prepaid benefit costs (long-term assets)	0	244,871
Accrued benefit liability (current liabilities)	(1,148)	(2,549)
Accrued benefit liability (long-term liabilities)	(76,186)	(36,371)
Net amount recognized	(77,334)	205,951
Postretirement Healthcare Benefits [Member]
Change in benefit obligation:
Benefit obligation, beginning of period	366,524	403,227
Service cost	7,015	7,858	7,413
Interest cost	16,878	15,599	18,310
Actuarial (gains) losses	(2,870)	(33,729)
Plan participant contributions	2,368	2,609
Benefits paid, net of Medicare Part D subsidy	(28,909)	(29,040)
Benefit obligation, end of period	361,006	366,524	403,227
Change in plan assets:
Fair value of plan assets, beginning of period	147,875	123,106
Actual return on plan assets	8,965	24,769
Company contributions	28,048	27,849
Plan participant contributions	2,368	2,609
Benefits paid	(30,416)	(30,458)
Fair value of plan assets, end of period	156,840	147,875	123,106
Funded status of the plans, December 31	(204,166)	(218,649)
Prepaid benefit costs (long-term assets)	0	0
Accrued benefit liability (current liabilities)	(1,160)	(2,484)
Accrued benefit liability (long-term liabilities)	(203,006)	(216,165)
Net amount recognized	$ (204,166)	$ (218,649)

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Supplemental Consolidating Data (Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 906,680	$ 1,066,612	$ 1,068,138	$ 1,526,950
Marketable securities	57,325	99,009
Accounts receivable, net	247,621	261,065
Finance receivables, net	1,916,635	1,773,686
Inventories	448,871	424,507
Restricted cash	98,627	144,807
Deferred income taxes	89,916	103,625
Other current assets	182,420	115,492
Total current assets	3,948,095	3,988,803
Notes, Loans and Financing Receivable, Net, Noncurrent	4,516,246	4,225,877
Property, plant and equipment, net	883,077	842,477
Prepaid pension costs	0	244,871
Goodwill	27,752	30,452
Deferred income taxes	77,835	3,339
Other long-term assets	75,092	69,221
Total assets	9,528,097	9,405,040	9,170,773
Current liabilities:
Accounts payable	196,868	239,794
Accrued liabilities	449,317	427,335
Short-term Debt	731,786	666,317
Current portion of long-term debt	1,011,315	1,176,140
Total current liabilities	2,389,286	2,509,586
Long-term debt	3,761,528	3,416,713
Pension liability	76,186	36,371
Postretirement healthcare liability	203,006	216,165
Deferred income taxes	0	49,499
Other long-term liabilities	188,805	167,220
Commitments and contingencies (Note 15)
Shareholders’ equity:
Total shareholders’ equity	2,909,286	3,009,486	2,557,624	2,420,256
Total liabilities and shareholders' equity	9,528,097	9,405,040
Motorcycles & Related Products Operations [Member]
Current assets:
Cash and cash equivalents	573,895	718,912	727,716	943,330
Marketable securities	57,325	99,009
Accounts receivable, net	658,735	850,248
Finance receivables, net	0	0
Inventories	448,871	424,507
Restricted cash	0	0
Deferred income taxes	50,015	70,557
Other current assets	142,278	82,717
Total current assets	1,931,119	2,245,950
Notes, Loans and Financing Receivable, Net, Noncurrent	0	0
Property, plant and equipment, net	848,661	808,005
Prepaid pension costs		244,871
Goodwill	27,752	30,452
Deferred income taxes	75,121	3,339
Other long-term assets	113,727	126,940
Total assets	2,996,380	3,459,557
Current liabilities:
Accounts payable	171,098	203,786
Accrued liabilities	370,652	353,618
Short-term Debt	0	0
Current portion of long-term debt	0	303,000
Total current liabilities	541,750	860,404
Long-term debt	0	0
Pension liability	76,186	36,371
Postretirement healthcare liability	203,006	216,165
Deferred income taxes		44,584
Other long-term liabilities	164,060	146,686
Shareholders’ equity:
Total shareholders’ equity	2,011,378	2,155,347
Total liabilities and shareholders' equity	2,996,380	3,459,557
Financial Services Operations [Member]
Current assets:
Cash and cash equivalents	332,785	347,700	340,422	583,620
Marketable securities	0	0
Accounts receivable, net	0	0
Finance receivables, net	1,916,635	1,773,686
Inventories	0	0
Restricted cash	98,627	144,807
Deferred income taxes	39,901	33,068
Other current assets	43,125	34,573
Total current assets	2,431,073	2,333,834
Notes, Loans and Financing Receivable, Net, Noncurrent	4,516,246	4,225,877
Property, plant and equipment, net	34,416	34,472
Prepaid pension costs		0
Goodwill	0	0
Deferred income taxes	4,863	0
Other long-term assets	39,309	17,360
Total assets	7,025,907	6,611,543
Current liabilities:
Accounts payable	436,884	625,191
Accrued liabilities	83,797	77,774
Short-term Debt	731,786	666,317
Current portion of long-term debt	1,011,315	873,140
Total current liabilities	2,263,782	2,242,422
Long-term debt	3,761,528	3,416,713
Pension liability	0	0
Postretirement healthcare liability	0	0
Deferred income taxes		2,656
Other long-term liabilities	24,745	20,534
Shareholders’ equity:
Total shareholders’ equity	975,852	929,218
Total liabilities and shareholders' equity	7,025,907	6,611,543
Eliminations & Adjustments [Member]
Current assets:
Prepaid pension costs		0
Current liabilities:
Deferred income taxes		2,259
Eliminations & Adjustments [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Marketable securities	0	0
Accounts receivable, net	(411,114)	(589,183)
Finance receivables, net	0	0
Inventories	0	0
Restricted cash	0	0
Deferred income taxes	0	0
Other current assets	(2,983)	(1,798)
Total current assets	(414,097)	(590,981)
Notes, Loans and Financing Receivable, Net, Noncurrent	0	0
Property, plant and equipment, net	0	0
Goodwill	0	0
Deferred income taxes	(2,149)	0
Other long-term assets	(77,944)	(75,079)
Total assets	(494,190)	(666,060)
Current liabilities:
Accounts payable	(411,114)	(589,183)
Accrued liabilities	(5,132)	(4,057)
Short-term Debt	0	0
Current portion of long-term debt	0	0
Total current liabilities	(416,246)	(593,240)
Long-term debt	0	0
Pension liability	0	0
Postretirement healthcare liability	0	0
Other long-term liabilities	0	0
Shareholders’ equity:
Total shareholders’ equity	(77,944)	(75,079)
Total liabilities and shareholders' equity	$ (494,190)	$ (666,060)

XML

Business Segments And Geographic Information (Segment Information By Geographical Locations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2013		Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Motorcycles and Related Products	$ 1,031,200		$ 1,130,600	$ 1,834,300	$ 1,571,700	$ 1,032,300		$ 1,180,300	$ 1,631,500	$ 1,414,200	$ 5,567,681	[1]	$ 5,258,290	[1]	$ 4,942,582	[1]
Financial Services	169,000		171,000	166,400	154,400	158,300		163,400	162,800	157,000	660,827	[1]	641,582	[1]	637,924	[1]
Revenue from Financial Services											6,228,508		5,899,872		5,580,506
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile	899,945	[2]				911,693	[2]				899,945	[2]	911,693	[2]	881,652	[2]
United States [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products											3,773,087	[1]	3,562,847	[1]	3,363,640	[1]
Financial Services											627,317	[1]	609,574	[1]	607,909	[1]
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile	865,617	[2]				874,833	[2]				865,617	[2]	874,833	[2]	825,509	[2]
International [Member]
Segment Reporting Information [Line Items]
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile	34,328	[2]				36,860	[2]				34,328	[2]	36,860	[2]	56,143	[2]
Europe [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products											869,690	[1]	769,864	[1]	710,861	[1]
Financial Services											5,684	[1]	4,274	[1]	3,661	[1]
Japan [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products											197,792	[1]	217,700	[1]	244,907	[1]
Canada [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products											194,422	[1]	204,315	[1]	186,550	[1]
Financial Services											23,707	[1]	24,486	[1]	24,532	[1]
Australia [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products											190,029	[1]	193,081	[1]	186,674	[1]
Other Foreign Countries [Member]
Segment Reporting Information [Line Items]
Motorcycles and Related Products											342,661	[1]	310,483	[1]	249,950	[1]
Financial Services											$ 4,119	[1]	$ 3,248	[1]	$ 1,822	[1]

[1] Revenue is attributed to geographic regions based on location of customer.

[2] Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, “Segment Reporting,” such as deferred income taxes and finance receivables.

XML

Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Jan. 30, 2015	Jun. 29, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	HARLEY DAVIDSON INC
Entity Central Index Key	0000793952
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		211,524,478
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 14,907,688,941

XML

Supplementary Data (Schedule Of Restructuring Expense) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Restructuring expense	$ 0	$ 0	$ 0	$ 0	$ (0.4)	$ 0.6	$ (5.3)	$ 2.9

XML

Debt

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt

Asset-Backed Financing

The Company participates in asset-backed financing through both term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowings because assets are either transferred to consolidated VIEs or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860. See Note 1 for more information on the Company's accounting for asset-backed financings and VIEs.

The following table shows the assets and liabilities related to the Company's asset-backed financings that were included in its financial statements at December 31 (in thousands):

	2014
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,458,602	$	(32,156	)	$	110,017	$	2,987	$	1,539,450	$	1,271,533
Asset-backed U.S. commercial paper conduit facility	—		—			—		422		422		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	185,099		(2,965		)	12,035		262		194,431		166,912
Total	$	1,643,701	$	(35,121	)	$	122,052	$	3,671	$	1,734,303	$	1,438,445
	2013
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,569,118	$	(31,778	)	$	133,053	$	3,720	$	1,674,113	$	1,256,632
Asset-backed U.S. commercial paper conduit facility	—		—			—		429		429		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	204,092		(3,361		)	11,754		589		213,074		174,241
Total	$	1,773,210	$	(35,139	)	$	144,807	$	4,738	$	1,887,616	$	1,430,873

Term Asset-Backed Securitization VIEs

The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each term asset-backed securitization SPE is a separate legal entity and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the term asset-backed securitization transactions and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. Restricted cash balances held by the SPEs are used only to support the securitizations.

In 2014 and 2013, the Company transferred $924.9 million and $680.6 million, respectively, of U.S. retail motorcycle finance receivables to two separate SPEs. The SPEs in turn issued $850.0 million and $650.0 million, respectively, of secured notes. At December 31, 2014, the Company's consolidated balance sheet included outstanding balances related to the following secured notes with the related maturity dates and interest rates (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
April 2014	$850,000	0.66%	April 2015 - October 2021
April 2013	$650,000	0.57%	May 2014 - December 2020
July 2012	$675,306	0.59%	August 2013 - June 2018
November 2011	$513,300	0.88%	November 2012 - February 2018
August 2011	$573,380	0.76%	September 2012 - August 2017

In addition to the above transactions, during 2012 the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of the December 2009, August 2011 and November 2011 term asset-backed securitization transactions. These notes were sold at a premium. During 2013, the notes related to the December 2009 term asset-backed securitization transaction were repaid. The August 2011 and November 2011 notes have contractual maturities ranging from January 2019 to April 2019.

Outstanding balances related to the following secured notes were included in the Company's consolidated balance sheet at December 31, 2013 and the Company completed repayment of those balances during 2014 (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
November 2010	$600,000	1.05%	December 2011 - April 2018

For the year ended December 31, 2014 and 2013, the SPEs recorded interest expense on the secured notes of $13.5 million and $14.5 million, respectively, which is included in financial services interest expense. The weighted average interest rate of the outstanding term asset-backed securitization transactions was 0.94% and 0.99% at December 31, 2014 and 2013, respectively.

Asset-Backed U.S. Commercial Paper Conduit Facility VIE

In September 2014, the Company amended and restated its facility (U.S. Conduit) with a third-party bank sponsored asset-backed commercial paper conduit, which provides for a total aggregate commitment of up to $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. Under the facility, the Company may transfer U.S. retail motorcycle finance receivables to a SPE, which in turn may issue debt to third-party bank-sponsored asset-backed commercial paper conduits.

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 Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates plus a program fee based on outstanding principal, 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 U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the U.S. Conduit has an expiration date of October 30, 2015.

The SPE had no borrowings outstanding under the U.S. Conduit at December 31, 2014 or 2013; therefore, these assets are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment of $600.0 million.

For the years ended December 31, 2014 and 2013, the SPE recorded interest expense of $1.1 million and $1.2 million, respectively, related to the unused portion of the total aggregate commitment of $600.0 million. Interest expense on the U.S. Conduit is included in financial services interest expense. There was no weighted average interest rate at December 31, 2014 or 2013 as the Company had no outstanding borrowings under the U.S. Conduit during 2014 or 2013.

Asset-Backed Canadian Commercial Paper Conduit Facility

In June 2014, the Company amended its revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables from the Company for proceeds up to C$200 million. The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the Canadian Conduit expires on June 30, 2015. The contractual maturity of the debt is approximately 5 years.

During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables for proceeds of $85.0 million and $88.6 million, respectively. This transaction is treated as a secured borrowing, and the transferred assets are restricted as collateral for payment of the debt.

For the years ended December 31, 2014 and 2013, the Company recorded interest expense of $3.5 million and $3.4 million, respectively, on the secured notes. Interest expense on the Canadian Conduit is included in financial services interest expense. The weighted average interest rate of the outstanding Canadian Conduit was 2.03% at both December 31, 2014 and 2013.

As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, is $27.5 million at December 31, 2014. The maximum exposure is not an indication of the Company's expected loss exposure.

Debt

Debt with contractual terms less than one year is generally classified as short-term debt and consisted of the following as of December 31 (in thousands):

	2014		2013
Unsecured commercial paper	$	731,786	$	666,317

Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following as of December 31 (in thousands):

	2014			2013
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	166,912		$	174,241
Term asset-backed securitization debt	1,271,533			1,256,632
Unsecured notes
5.75% Medium-term notes due in 2014 ($500.0 million par value)	—			499,866
1.15% Medium-term notes due in 2015 ($600.0 million par value)	599,817			599,543
3.88% Medium-term notes due in 2016 ($450.0 million par value)	449,937			449,883
2.70% Medium-term notes due in 2017 ($400.0 million par value)	399,963			399,946
1.55% Medium-term notes due in 2017 ($400.0 million par value)	399,464			—
6.80% Medium-term notes due in 2018 ($888.0 million par value)	887,381			909,742
2.40% Medium-term notes due in 2019 ($600.0 million par value)	597,836			—
15.00% Senior unsecured notes due in 2014 ($600.0 million par value)	—			303,000
Gross long-term debt	4,772,843			4,592,853
Less: current portion of long-term debt	(1,011,315		)	(1,176,140		)
Long-term debt	$	3,761,528		$	3,416,713

Commercial paper maturities may range up to 365 days from the issuance date. The weighted-average interest rate of outstanding commercial paper balances was 0.30% and 0.23% at December 31, 2014 and 2013, respectively.

On April 7, 2014, the Company entered into a new $675.0 millionfive-year credit facility to refinance and replace a $675 million four-year credit facility that was due to mature in April 2015. The new five-year credit facility matures in April 2019. The Company also has a $675.0 million five-year credit facility which matures in April 2017. The new five-year credit facility and the existing five-year credit facility (together, the Global Credit Facilities) bear interest at various variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support the Company's unsecured commercial paper program. At December 31, 2014 and 2013, the Company had no outstanding borrowings under the Global Credit Facilities.

In September 2014, the Company amended and restated its revolving facility (U.S. Conduit) with an asset-backed U.S. commercial paper conduit which provides for a total aggregate commitment of $600.0 million. At December 31, 2014 and 2013, the Company had no outstanding borrowings under the U.S. Conduit. Refer to Note 6 for further discussion on the U.S. Conduit.

In June 2014, the Company amended its revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase from the Company eligible Canadian retail motorcycle financial receivables for proceeds up to C$200 million. During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables for proceeds of $85.0 million and $88.6 million, respectively. Approximately $44.6 million and $38.6 million of the debt was classified as current portion of long-term debt at December 31, 2014 and 2013. Refer to Note 6 for further discussion on the Canadian Conduit.

During 2014, the Company issued $850.0 million of secured notes through one term asset-backed securitization transaction. During 2013, the Company issued $650.0 million of secured notes through one term asset-backed securitization transaction. Additionally, during 2012, the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of the December 2009, August 2011, and November 2011 term asset-backed securitization transactions. These notes were sold at a premium, and at December 31, 2014 and 2013, the unaccreted premium associated with these notes was $0.2 million and $0.5 million, respectively. Approximately $366.9 million and $334.6 million of the obligations under the secured notes were classified as current at December 31, 2014 and 2013, respectively, based on the contractual maturities of the restricted finance receivables. The term-asset backed securitization transactions are further discussed in Note 6.

In September 2014, the Company issued $600 million of medium-term notes which mature in September 2019 and have an annual interest rate of 2.40%. In November 2014, the Company issued $400 million of medium-term notes which mature in November 2017 and have an annual interest rate of 1.55%. There were no medium-term note issuances during 2013. All of the Company's medium-term notes (collectively, the Notes) provide for semi-annual interest payments and principal due at maturity. Unamortized discounts on the Notes reduced the balance by $3.6 million and $1.5 million at December 31, 2014 and 2013, respectively.

During 2014, 2013, and 2012, the Company repurchased an aggregate of $22.6 million, $23.0 million, and $16.6 million respectively, of its 6.80% medium-term notes which mature in June 2018. As a result, the Company recognized in financial services interest expense $3.9 million, $4.9 million, and $4.3 million of loss on extinguishment of debt, respectively, which included unamortized discounts and fees. During December 2014, $500.0 million of 5.75% medium-term notes matured, and the principal and accrued interest were paid in full. During December 2013, $400.0 million of the 5.25% medium-term notes matured, and the principal and accrued interest were paid in full.

In February 2009, the Company issued $600.0 million of senior unsecured notes in an underwritten offering. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. The senior unsecured notes mature in February 2014 and had an annual interest rate of 15%. During the fourth quarter of 2010, the Company repurchased $297.0 million of the $600.0 million senior unsecured notes and the remaining $303.0 million was repaid at maturity in February 2014.

HDFS and the Company are subject to various operating and financial covenants related to the Global Credit Facilities and various operating covenants under the Notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operational covenants limit the Company’s and HDFS’ ability to:

• assume or incur certain liens;

• participate in certain mergers, consolidations, liquidations or dissolutions; and

• purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the consolidated debt to equity ratio of HDFS cannot exceed 10.0 to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and equity, in each case excluding the debt of HDFS and its subsidiaries, cannot exceed 0.65 to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the Notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

At December 31, 2014 and 2013, HDFS and the Company remained in compliance with all of these covenants.

XML

Accumulated Other Comprehensive Loss (Changes in Other Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (332,676)		$ (607,678)		$ (476,733)
Other Comprehensive Income (Loss), before Reclassifications, before Tax	(306,040)		380,229		(249,337)
Other Comprehensive Income (Loss), Before Reclassifications, Tax	108,225		(146,132)		92,361
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(197,815)		234,097		(156,976)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	24,695		64,964		41,303
Income tax expense (benefit)	(9,147)		(24,059)		(15,272)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	15,548		40,905		26,031
Other Comprehensive Income (Loss), Net of Tax	(182,267)		275,002		(130,945)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(514,943)		(332,676)		(607,678)
Prior Service Costs [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(2,734)	[1]	(2,107)	[1]	(895)	[1]
Actuarial Losses [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	41,292	[1]	67,157	[1]	51,295	[1]
Curtailment and Settlement Losses [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax					6,242
Foreign Exchange Contract [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(13,635)	[2]	(482)	[2]	(18,586)	[2]
Commodity Contract [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(228)	[2]	51	[2]	705	[2]
Interest Rate Swap [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			345	[3]	2,542	[3]
Accumulated Translation Adjustment [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	33,326		51,335		49,935
Other Comprehensive Income (Loss), before Reclassifications, before Tax	(50,310)		(20,192)		2,212
Other Comprehensive Income (Loss), Before Reclassifications, Tax	13,502		2,183		(812)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(36,808)		(18,009)		1,400
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0		0		0
Income tax expense (benefit)	0		0		0
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0		0		0
Other Comprehensive Income (Loss), Net of Tax	(36,808)		(18,009)		1,400
Accumulated Other Comprehensive Income (Loss), Net of Tax	(3,482)		33,326		51,335
Accumulated Net Unrealized Investment Gain (Loss) [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(276)		677		327
Other Comprehensive Income (Loss), before Reclassifications, before Tax	(673)		(1,514)		556
Other Comprehensive Income (Loss), Before Reclassifications, Tax	249		561		(206)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(424)		(953)		350
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0		0		0
Income tax expense (benefit)	0		0		0
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0		0		0
Other Comprehensive Income (Loss), Net of Tax	(424)		(953)		350
Accumulated Other Comprehensive Income (Loss), Net of Tax	(700)		(276)		677
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,680)		(3,837)		6,307
Other Comprehensive Income (Loss), before Reclassifications, before Tax	46,775		3,505		(814)
Other Comprehensive Income (Loss), Before Reclassifications, Tax	(17,325)		(1,298)		301
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	29,450		2,207		(513)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(13,863)		(86)		(15,339)
Income tax expense (benefit)	5,135		36		5,708
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(8,728)		(50)		(9,631)
Other Comprehensive Income (Loss), Net of Tax	20,722		2,157		(10,144)
Accumulated Other Comprehensive Income (Loss), Net of Tax	19,042		(1,680)		(3,837)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Foreign Exchange Contract [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(13,635)	[2]	(482)	[2]	(18,586)	[2]
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Commodity Contract [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(228)	[2]	51	[2]	705	[2]
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Interest Rate Swap [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			345	[3]	2,542	[3]
Accumulated Defined Benefit Plans Adjustment [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(364,046)		(655,853)		(533,302)
Other Comprehensive Income (Loss), before Reclassifications, before Tax	(301,832)		398,430		(251,291)
Other Comprehensive Income (Loss), Before Reclassifications, Tax	111,799		(147,578)		93,078
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(190,033)		250,852		(158,213)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	38,558		65,050		56,642
Income tax expense (benefit)	(14,282)		(24,095)		(20,980)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	24,276		40,955		35,662
Other Comprehensive Income (Loss), Net of Tax	(165,757)		291,807		(122,551)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(529,803)		(364,046)		(655,853)
Accumulated Defined Benefit Plans Adjustment [Member] | Prior Service Costs [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(2,734)	[1]	(2,107)	[1]	(895)	[1]
Accumulated Defined Benefit Plans Adjustment [Member] | Actuarial Losses [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	41,292	[1]	67,157	[1]	51,295	[1]
Accumulated Defined Benefit Plans Adjustment [Member] | Curtailment and Settlement Losses [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax					$ 6,242

[1] Amounts reclassified are included in the computation of net periodic cost. See Note 13 for information related to pension and postretirement benefit plans.

[2] Amounts reclassified to net income are included in motorcycles and related products cost of goods sold.

[3] Amounts reclassified to net income are presented in financial services interest expense.

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Employee Benefit Plans And Other Postretirement Benefits (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Postretirement benefits eligibility, years of service requirement	10 years 0 months 0 days
Company contributions	$ 18,100,000	$ 14,900,000	$ 15,300,000
Pension and SERPA Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Accumulated benefit obligation	1,920,000,000	1,600,000,000
Projected benefit obligations	2,069,980,000	1,714,650,000	1,871,575,000
Expected return on plan assets	7.75%	7.75%	7.80%
Company contributions	1,638,000	176,947,000
Pension Plan Assets [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Investment in company common stock - shares	1,273,592	1,273,592
Investment in company common stock - value	83,900,000	88,200,000
Further contributions by company	0
Pension Plan Assets [Member] | Scenario, Forecast [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Expected return on plan assets				7.75%
Pension Plan Assets [Member] | Equity Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Target plan asset allocation	65.00%
Pension Plan Assets [Member] | Fixed Income Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Target plan asset allocation	35.00%
Postretirement Healthcare Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Projected benefit obligations	361,006,000	366,524,000	403,227,000
Expected return on plan assets	7.70%	8.00%	8.00%
Company contributions	28,048,000	27,849,000
Postretirement Healthcare Benefits [Member] | Scenario, Forecast [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Expected return on plan assets				7.70%
Postretirement Healthcare Benefits [Member] | Equity Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Target plan asset allocation	69.00%
Postretirement Healthcare Benefits [Member] | Fixed Income Securities [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Target plan asset allocation	31.00%
SERPA Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Accumulated benefit obligation	33,600,000	25,800,000
Projected benefit obligations	$ 46,600,000	$ 38,900,000

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 906,680	$ 1,066,612
Marketable securities	57,325	99,009
Accounts receivable, net	247,621	261,065
Finance receivables, net	1,916,635	1,773,686
Inventories	448,871	424,507
Restricted cash	98,627	144,807
Deferred income taxes	89,916	103,625
Other current assets	182,420	115,492
Total current assets	3,948,095	3,988,803
Finance receivables, net	4,516,246	4,225,877
Property, plant and equipment, net	883,077	842,477
Prepaid pension costs	0	244,871
Goodwill	27,752	30,452
Deferred income taxes	77,835	3,339
Other long-term assets	75,092	69,221
Total assets	9,528,097	9,405,040
Current liabilities:
Accounts payable	196,868	239,794
Accrued liabilities	449,317	427,335
Short-term debt	731,786	666,317
Current portion of long-term debt	1,011,315	1,176,140
Total current liabilities	2,389,286	2,509,586
Long-term debt	3,761,528	3,416,713
Pension liability	76,186	36,371
Postretirement healthcare liability	203,006	216,165
Deferred income taxes	0	49,499
Other long-term liabilities	188,805	167,220
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, none issued	0	0
Common stock, 344,174,653 and 343,157,231 shares issued, respectively	3,442	3,432
Additional paid-in-capital	1,265,257	1,175,052
Retained earnings	8,459,040	7,852,729
Accumulated other comprehensive loss	(514,943)	(332,676)
Treasury stock (132,297,840 and 123,197,976 shares, respectively), at cost	(6,303,510)	(5,689,051)
Total shareholders’ equity	2,909,286	3,009,486
Total liabilities and shareholders' equity	9,528,097	9,405,040
Variable Interest Entity, Primary Beneficiary [Member]
Current assets:
Finance receivables, net	312,645	352,899
Restricted cash	110,017	133,053
Other current assets	3,409	4,149
Finance receivables, net	1,113,801	1,184,441
Current liabilities:
Current portion of long-term debt	366,889	334,630
Long-term debt	$ 904,644	$ 922,002

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Finance Receivables

12 Months Ended

Dec. 31, 2014

Receivables [Abstract]

Finance Receivables

Finance Receivables

Finance receivables, net at December 31 for the past five years were as follows (in thousands):

	2014			2013			2012			2011			2010
Wholesale
United States	$	903,380		$	800,491		$	776,633		$	778,320		$	735,481
Canada	48,941			44,721			39,771			46,320			78,516
Total wholesale	952,321			845,212			816,404			824,640			813,997
Retail
United States	5,398,006			5,051,245			4,850,450			4,858,781			5,126,699
Canada	209,918			213,799			222,665			228,709			250,462
Total retail	5,607,924			5,265,044			5,073,115			5,087,490			5,377,161
	6,560,245			6,110,256			5,889,519			5,912,130			6,191,158
Allowance for credit losses	(127,364		)	(110,693		)	(107,667		)	(125,449		)	(173,589		)
Total finance receivables, net	$	6,432,881		$	5,999,563		$	5,781,852		$	5,786,681		$	6,017,569

HDFS offers wholesale financing to the Company’s independent dealers. Wholesale loans to dealers are generally secured by financed inventory or property and are originated in the U.S. and Canada.

HDFS provides retail financial services to customers of the Company’s independent dealers in the U.S. and Canada. The origination of retail loans is a separate and distinct transaction between HDFS and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and installment loans. HDFS holds either titles or liens on titles to vehicles financed by promissory notes and installment loans. As of December 31, 2014 and 2013, approximately 12% of gross outstanding finance receivables were originated in Texas; there were no other state that accounted for more than 10%.

Unused lines of credit extended to the Company's wholesale finance customers totaled $1.01 billion at both December 31, 2014 and 2013. Approved but unfunded retail finance loans totaled $168.7 million and $149.8 million at December 31, 2014 and 2013, respectively.

Wholesale finance receivables are related primarily to motorcycles and related parts and accessories sales to independent Harley-Davidson dealers and are generally contractually due within one year. Retail finance receivables are primarily related to sales of motorcycles to the dealers’ customers. On December 31, 2014, contractual maturities of finance receivables were as follows (in thousands):

	United States		Canada		Total
2015	$	1,856,097	$	86,518	$	1,942,615
2016	1,029,075		40,378		1,069,453
2017	1,155,891		45,041		1,200,932
2018	1,259,696		50,243		1,309,939
2019	953,581		36,679		990,260
Thereafter	47,046		—		47,046
Total	$	6,301,386	$	258,859	$	6,560,245

The allowance for credit losses on finance receivables is comprised of individual components relating to wholesale and retail finance receivables. Changes in the allowance for credit losses on finance receivables by portfolio for the year ended December 31 were as follows (in thousands):

	2014
	Retail			Wholesale		Total
Balance, beginning of period	$	106,063		$	4,630	$	110,693
Provision for credit losses	80,237			709		80,946
Charge-offs	(102,831		)	—		(102,831		)
Recoveries	38,556			—		38,556
Balance, end of period	$	122,025		$	5,339	$	127,364

	2013
	Retail			Wholesale			Total
Balance, beginning of period	$	101,442		$	6,225		$	107,667
Provision for credit losses	61,603			(1,595		)	60,008
Charge-offs	(97,928		)	—			(97,928		)
Recoveries	40,946			—			40,946
Balance, end of period	$	106,063		$	4,630		$	110,693

	2012
	Retail			Wholesale			Total
Balance, beginning of period	$	116,112		$	9,337		$	125,449
Provision for credit losses	25,252			(3,013		)	22,239
Charge-offs	(86,963		)	(99		)	(87,062		)
Recoveries	47,041			—			47,041
Balance, end of period	$	101,442		$	6,225		$	107,667

The allowance for credit losses and finance receivables by portfolio, segregated by those amounts that are individually evaluated for impairment and those that are collectively evaluated for impairment, at December 31 were as follows (in thousands):

	2014
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	122,025		5,339		127,364
Total allowance for credit losses	$	122,025	$	5,339	$	127,364
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,607,924		952,321		6,560,245
Total finance receivables	$	5,607,924	$	952,321	$	6,560,245
	2013
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	106,063		4,630		110,693
Total allowance for credit losses	$	106,063	$	4,630	$	110,693
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,265,044		845,212		6,110,256
Total finance receivables	$	5,265,044	$	845,212	$	6,110,256

Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the loan agreement. As retail finance receivables are collectively and not individually reviewed for impairment, this portfolio does not have specifically impaired finance receivables. At December 31, 2014 and 2013, there were no wholesale finance receivables that were on non-accrual status or individually deemed to be impaired under ASC Topic 310, “Receivables”.

An analysis of the aging of past due finance receivables at December 31 was as follows (in thousands):

	2014
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,427,719	$	113,007	$	38,486	$	28,712	$	180,205	$	5,607,924
Wholesale	951,660		383		72		206		661		952,321
Total	$	6,379,379	$	113,390	$	38,558	$	28,918	$	180,866	$	6,560,245

	2013
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,094,615	$	109,806	$	36,029	$	24,594	$	170,429	$	5,265,044
Wholesale	844,033		791		181		207		1,179		845,212
Total	$	5,938,648	$	110,597	$	36,210	$	24,801	$	171,608	$	6,110,256

The recorded investment of retail and wholesale finance receivables, excluding non-accrual status finance receivables, that were contractually past due 90 days or more at December 31 for the past five years was as follows (in thousands):

	2014		2013		2012		2011		2010
United States	$	27,800	$	23,770	$	26,500	$	27,171	$	34,391
Canada	1,118		1,031		1,533		1,207		1,351
Total	$	28,918	$	24,801	$	28,033	$	28,378	$	35,742

A significant part of managing the Company's finance receivable portfolios includes the assessment of credit risk associated with each borrower. As the credit risk varies between the retail and wholesale portfolios, the Company utilizes different credit risk indicators for each portfolio.

The Company manages retail credit risk through its credit approval policy and ongoing collection efforts. The Company uses FICO scores, a standard credit rating measurement, to differentiate the expected default rates of retail credit applicants enabling the Company to better evaluate credit applicants for approval and to tailor pricing according to this assessment. Retail loans with a FICO score of 640 or above at origination are considered prime, and loans with a FICO score below 640 are considered sub-prime. These credit quality indicators are determined at the time of loan origination and are not updated subsequent to the loan origination date.

The recorded investment of retail finance receivables, by credit quality indicator, at December 31 was as follows (in thousands):

	2014		2013
Prime	$	4,435,352	$	4,141,559
Sub-prime	1,172,572		1,123,485
Total	$	5,607,924	$	5,265,044

The Company's credit risk on the wholesale portfolio is different from that of the retail portfolio. Whereas the retail portfolio represents a relatively homogeneous pool of retail finance receivables that exhibit more consistent loss patterns, the wholesale portfolio exposures are less consistent. The Company utilizes an internal credit risk rating system to manage credit risk exposure consistently across wholesale borrowers and individually evaluates credit risk factors for each borrower. The Company uses the following internal credit quality indicators, based on an internal risk rating system, listed from highest level of risk to lowest level of risk, for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon management’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged-off, while the dealers classified as Low Risk are least likely to be charged-off. The internal rating system considers factors such as the specific borrower's ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated on a quarterly basis.

The recorded investment of wholesale finance receivables, by internal credit quality indicator, at December 31 was as follows (in thousands):

	2014		2013
Doubtful	$	954	$	—
Substandard	7,025		8,383
Special Mention	—		2,076
Medium Risk	11,557		5,205
Low Risk	932,785		829,548
Total	$	952,321	$	845,212

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Goodwill

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

 Goodwill

The following table summarizes changes in the carrying amount of goodwill in the Motorcycles segment for the following years ended December 31 (in thousands):

	Motorcycles
Balance, December 31, 2011	$	29,081
Currency translation	449
Balance, December 31, 2012	$	29,530
Currency translation	922
Balance, December 31, 2013	$	30,452
Currency translation	(2,700		)
Balance, December 31, 2014	$	27,752

The Financial Services segment did not have a goodwill balance.

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Capital Stock

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Capital Stock

Capital Stock

Common Stock:

The Company is authorized to issue 800,000,000 shares of common stock of $0.01 par value. There were 211.9 million and 220.0 million common shares outstanding as of December 31, 2014 and 2013, respectively.

During 2014, the Company repurchased 9.3 million shares of its common stock at a weighted-average price of $66. This includes 0.2 million shares of common stock that were repurchased from employees that surrendered stock to satisfy withholding taxes in connection with the vesting of restricted stock awards. The remaining repurchases were made pursuant to the following authorizations (in millions of shares):

	Shares Repurchased			Authorization Remaining at December 31, 2014
Board of Directors’ Authorization	2014	2013	2012
1997 Authorization	3.2	—	4.3	—
2007 Authorization	5.8	7.7	2.2	0.9
2014 Authorization	—	—	—	20.0
Total	9.0	7.7	6.5	20.9

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 January 1, 2004, plus (2) 1% of the issued and outstanding common stock of the Company on January 1 of the current year, adjusted for any stock split.

2007 Authorization – In December 2007, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date.

2014 Authorization – In February 2014, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date.

Preferred Stock:

The Company is authorized to issue 2,000,000 shares of preferred stock of $1.00 par value, none of which is outstanding.

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Provision for income taxes for the years ended December 31 consists of the following (in thousands):

	2014			2013			2012
Current:
Federal	$	394,904		$	281,938		$	191,006
State	30,997			23,701			4,221
Foreign	20,429			22,093			13,189
	446,330			327,732			208,416
Deferred:
Federal	(5,743		)	51,509			121,934
State	(3,155		)	(1,471		)	7,697
Foreign	1,277			2,542			(460		)
	(7,621		)	52,580			129,171
Total	$	438,709		$	380,312		$	337,587

The components of income before income taxes for the years ended December 31 were as follows (in thousands):

	2014		2013		2012
Domestic	$	1,196,335	$	1,042,317	$	946,592
Foreign	86,985		71,988		14,920
Total	$	1,283,320	$	1,114,305	$	961,512

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 December 31:

	2014		2013		2012
Provision at statutory rate	35.0	%	35.0	%	35.0	%
State taxes, net of federal benefit	1.7		1.6		1.6
Domestic manufacturing deduction	(2.1	)	(1.7	)	(1.6	)
Research and development credit	(0.4	)	(0.9	)	—
Unrecognized tax benefits including interest and penalties	0.2		0.9		0.1
Valuation allowance adjustments	(0.1	)	(0.3	)	(0.3	)
Tax audit settlements	—		0.1		(0.1	)
Adjustments for previously accrued taxes	(0.3	)	(0.2	)	(0.4	)
Other	0.2		(0.4	)	0.8
Provision for income taxes	34.2	%	34.1	%	35.1	%

The principal components of the Company’s deferred tax assets and liabilities as of December 31 include the following (in thousands):

	2014			2013
Deferred tax assets:
Accruals not yet tax deductible	$	120,817		$	128,307
Pension and postretirement benefit plan obligations	104,723			5,192
Stock compensation	21,089			22,370
Net operating loss carryforward	41,927			40,530
Valuation allowance	(25,462		)	(21,818		)
Other, net	38,465			37,034
	301,559			211,615
Deferred tax liabilities:
Depreciation, tax in excess of book	(128,117		)	(119,916		)
Other	(5,691		)	(34,234		)
	(133,808		)	(154,150		)
Total	$	167,751		$	57,465

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 negative evidence such as tax law changes. Since future financial results and tax law may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

At December 31, 2014, the Company had approximately $365.0 million state net operating loss carry-forwards expiring in 2031. At December 31, 2014 the Company also had Wisconsin research and development credit carryforwards of $13.7 million expiring in 2028. The Company had a deferred tax asset of $27.8 million as of December 31, 2014 for the benefit of these losses and credits. A valuation allowance of $4.8 million has been established against the deferred tax asset.

The Company has foreign net operating losses (NOL) totaling $14.2 million as of December 31, 2014. It has a valuation allowance of $20.7 million against the NOLs as well as other associated deferred tax assets.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):

	2014			2013
Unrecognized tax benefits, beginning of period	$	63,057		$	48,752
Increase in unrecognized tax benefits for tax positions taken in a prior period	900			9,713
Decrease in unrecognized tax benefits for tax positions taken in a prior period	(4,989		)	(4,335		)
Increase in unrecognized tax benefits for tax positions taken in the current period	5,876			11,142
Statute lapses	—			(336		)
Settlements with taxing authorities	(644		)	(1,879		)
Unrecognized tax benefits, end of period	$	64,200		$	63,057

The amount of unrecognized tax benefits as of December 31, 2014 that, if recognized, would affect the effective tax rate was $48.7 million.

The total gross amount of expense related to interest and penalties associated with unrecognized tax benefits recognized during 2014 in the Company’s Consolidated Statements of Income was $0.9 million.

The total gross amount of interest and penalties associated with unrecognized tax benefits recognized at December 31, 2014 in the Company’s Consolidated Balance Sheets was $25.3 million.

The Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits related to continuing operations during the fiscal year ending December 31, 2015. However, the Company is under regular audit by tax authorities. The Company believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provision includes amounts sufficient to pay any assessments. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

The Company or one of its subsidiaries files income tax returns in the United States federal and Wisconsin state jurisdictions and various other state and foreign jurisdictions. The Company is no longer subject to income tax examinations for Wisconsin state income taxes before 2010 or for United States federal income taxes before 2012.

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Tax Credit Carryforward [Line Items]
Unrecognized tax benefits affecting effective tax rate	$ 48.7
Interest and penalties associated with unrecognized tax benefits (Operations)	0.9
Interest and penalties associated with unrecognized tax benefits (Balance Sheet)	25.3
State and Local Jurisdiction [Member]
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	365.0
Deferred tax assets, operating loss and tax credit carryforwards	27.8
Net operating loss carryforwards, valuation allowance	4.8
Foreign Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	14.2
Operating loss carryforwards, valuation allowance	20.7
Wisconsin Research And Development Credit [Member] | State and Local Jurisdiction [Member] | Wisconsin [Member]
Tax Credit Carryforward [Line Items]
Net capital loss carryforwards	$ 13.7

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Fair Value Of Financial Instruments

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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 required by particular events or circumstances. In determining the 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. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Foreign currency exchange contracts are valued using publicly quoted spot and forward prices; commodity contracts are valued using publicly quoted prices, where available, or dealer quotes; interest rate swaps are valued using publicized swap curves; and investments in marketable securities and cash equivalents are valued using publicly quoted prices.

Level 3 inputs are not observable in the market and include management's 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 following tables.

Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31 (in thousands):

	Balance as of 2014		Quoted Prices  in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	737,024	$	482,686	$	254,338	$	—
Marketable securities	91,140		33,815		57,325		—
Derivatives	32,244		—		32,244		—
Total	$	860,408	$	516,501	$	343,907	$	—
Liabilities:
Derivatives	$	2,027	$	—	$	2,027	$	—

	Balance as of 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	836,387	$	516,173	$	320,214	$	—
Marketable securities	129,181		30,172		99,009		—
Derivatives	1,932		—		1,932		—
Total	$	967,500	$	546,345	$	421,155	$	—
Liabilities:
Derivatives	$	3,925	$	—	$	3,925	$	—

Nonrecurring Fair Value Measurements

Repossessed inventory is recorded at the lower of cost or net realizable value through a nonrecurring fair value measurement. The nonrecurring fair value measurement represents the loss recognized to adjust the related finance receivable to the fair value of the repossessed inventory. Repossessed inventory was $13.4 million and $13.8 million at December 31, 2014 and 2013, for which the fair value adjustment was $5.0 million and $6.6 million at December 31, 2014 and 2013, respectively. Fair value is estimated using level 2 inputs based on the recent market values of repossessed inventory.

 Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables, net, trade payables, debt, foreign currency contracts and interest rate swaps (derivative instruments are discussed further in Note 9). 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 Company’s financial instruments at December 31 (in thousands):

	2014				2013
	Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	906,680	$	906,680	$	1,066,612	$	1,066,612
Marketable securities	$	91,140	$	91,140	$	129,181	$	129,181
Accounts receivable, net	$	247,621	$	247,621	$	261,065	$	261,065
Derivatives	$	32,244	$	32,244	$	1,932	$	1,932
Finance receivables, net	$	6,519,500	$	6,432,881	$	6,086,441	$	5,999,563
Restricted cash	$	122,052	$	122,052	$	144,807	$	144,807
Liabilities:
Accounts payable	$	196,868	$	196,868	$	239,794	$	239,794
Derivatives	$	2,027	$	2,027	$	3,925	$	3,925
Unsecured commercial paper	$	731,786	$	731,786	$	666,317	$	666,317
Asset-backed Canadian commercial paper conduit facility	$	166,912	$	166,912	$	174,241	$	174,241
Medium-term notes	$	3,502,536	$	3,334,398	$	3,087,852	$	2,858,980
Senior unsecured notes	$	—	$	—	$	305,958	$	303,000
Term asset-backed securitization debt	$	1,270,656	$	1,271,533	$	1,259,314	$	1,256,632

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – With the exception of certain cash equivalents, the carrying value of these items in the financial statements is based on 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. Fair value is based on Level 1 or Level 2 inputs.

Marketable Securities – The carrying value of marketable securities in the financial statements is based on fair value. The fair value of marketable securities is determined primarily based quoted prices for identical instruments or on quoted market prices of similar financial assets. Fair value is based on Level 1 or Level 2 inputs.

Finance Receivables, Net – The carrying value of retail and wholesale finance receivables in the financial statements is amortized 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 that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.

Derivatives – Foreign currency exchange contracts and commodity contracts are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of foreign currency exchange and commodity contracts is determined using publicly quoted prices. Fair value is calculated using Level 2 inputs.

Debt – The carrying value of debt in the financial statements is generally amortized cost. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.

The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.

The fair values of the medium-term notes are estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the senior unsecured notes is estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.

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Restructuring Expense And Other Impairments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			1 Months Ended		60 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 28, 2011	Sep. 30, 2010 agreement	Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring expense	$ 0	$ (2,131)	$ 28,475
Motorcycles Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense	0	(2,131)	28,475
2011 Restructuring Plan [Member] | Motorcycles Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense		5,282
2011 New Castalloy Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	100
Expected number of positions retained	100
Restructuring expense	22,100
Non-cash charges	35.00%
2011 New Castalloy Restructuring Plan [Member] | Motorcycles Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense		5,282
2011 Kansas City Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	145
Restructuring expense	6,000
Labor agreement period (in years)				7 years 0 months 0 days
Cost incurred to date, non-cash	10.00%
2011 Kansas City Restructuring Plan [Member] | Motorcycles Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense		0
Original 2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	200
2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense	59,200
Labor agreement period (in years)					7 years 0 months 0 days
Cost incurred to date, non-cash	45.00%
Number of labor agreements					3
2010 Restructuring Plan [Member] | Milwaukee Facilities [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	250
2010 Restructuring Plan [Member] | Tomahawk Facilities [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	75
2009 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense						393,800
Non-cash charges	30.00%
2009 Restructuring Plan [Member] | Production, Hourly [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	2,900
2009 Restructuring Plan [Member] | Motorcycles Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expense		$ 907	$ 17,253
2009 Restructuring Plan [Member] | Motorcycles Segment [Member] | Non-Production [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	800
2009 Restructuring Plan [Member] | Financial Services Segment [Member] | Salaried [Member]
Restructuring Cost and Reserve [Line Items]
Estimated reduction in workforce	100

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Share-Based Awards Share-Based Awards (Aggregate Intrinsic Value) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value	$ 31,623	$ 28,879	$ 34,443
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	61,947	100,054	60,963
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 54,071	$ 81,930	$ 35,873

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Asset-Backed Financing

12 Months Ended

Dec. 31, 2014

Secured Debt [Abstract]

Asset-Backed Financing

Asset-Backed Financing

The Company participates in asset-backed financing through both term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowings because assets are either transferred to consolidated VIEs or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860. See Note 1 for more information on the Company's accounting for asset-backed financings and VIEs.

The following table shows the assets and liabilities related to the Company's asset-backed financings that were included in its financial statements at December 31 (in thousands):

	2014
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,458,602	$	(32,156	)	$	110,017	$	2,987	$	1,539,450	$	1,271,533
Asset-backed U.S. commercial paper conduit facility	—		—			—		422		422		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	185,099		(2,965		)	12,035		262		194,431		166,912
Total	$	1,643,701	$	(35,121	)	$	122,052	$	3,671	$	1,734,303	$	1,438,445
	2013
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,569,118	$	(31,778	)	$	133,053	$	3,720	$	1,674,113	$	1,256,632
Asset-backed U.S. commercial paper conduit facility	—		—			—		429		429		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	204,092		(3,361		)	11,754		589		213,074		174,241
Total	$	1,773,210	$	(35,139	)	$	144,807	$	4,738	$	1,887,616	$	1,430,873

Term Asset-Backed Securitization VIEs

The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each term asset-backed securitization SPE is a separate legal entity and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the term asset-backed securitization transactions and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. Restricted cash balances held by the SPEs are used only to support the securitizations.

In 2014 and 2013, the Company transferred $924.9 million and $680.6 million, respectively, of U.S. retail motorcycle finance receivables to two separate SPEs. The SPEs in turn issued $850.0 million and $650.0 million, respectively, of secured notes. At December 31, 2014, the Company's consolidated balance sheet included outstanding balances related to the following secured notes with the related maturity dates and interest rates (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
April 2014	$850,000	0.66%	April 2015 - October 2021
April 2013	$650,000	0.57%	May 2014 - December 2020
July 2012	$675,306	0.59%	August 2013 - June 2018
November 2011	$513,300	0.88%	November 2012 - February 2018
August 2011	$573,380	0.76%	September 2012 - August 2017

In addition to the above transactions, during 2012 the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of the December 2009, August 2011 and November 2011 term asset-backed securitization transactions. These notes were sold at a premium. During 2013, the notes related to the December 2009 term asset-backed securitization transaction were repaid. The August 2011 and November 2011 notes have contractual maturities ranging from January 2019 to April 2019.

Outstanding balances related to the following secured notes were included in the Company's consolidated balance sheet at December 31, 2013 and the Company completed repayment of those balances during 2014 (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
November 2010	$600,000	1.05%	December 2011 - April 2018

For the year ended December 31, 2014 and 2013, the SPEs recorded interest expense on the secured notes of $13.5 million and $14.5 million, respectively, which is included in financial services interest expense. The weighted average interest rate of the outstanding term asset-backed securitization transactions was 0.94% and 0.99% at December 31, 2014 and 2013, respectively.

Asset-Backed U.S. Commercial Paper Conduit Facility VIE

In September 2014, the Company amended and restated its facility (U.S. Conduit) with a third-party bank sponsored asset-backed commercial paper conduit, which provides for a total aggregate commitment of up to $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. Under the facility, the Company may transfer U.S. retail motorcycle finance receivables to a SPE, which in turn may issue debt to third-party bank-sponsored asset-backed commercial paper conduits.

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 Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates plus a program fee based on outstanding principal, 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 U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the U.S. Conduit has an expiration date of October 30, 2015.

The SPE had no borrowings outstanding under the U.S. Conduit at December 31, 2014 or 2013; therefore, these assets are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment of $600.0 million.

For the years ended December 31, 2014 and 2013, the SPE recorded interest expense of $1.1 million and $1.2 million, respectively, related to the unused portion of the total aggregate commitment of $600.0 million. Interest expense on the U.S. Conduit is included in financial services interest expense. There was no weighted average interest rate at December 31, 2014 or 2013 as the Company had no outstanding borrowings under the U.S. Conduit during 2014 or 2013.

Asset-Backed Canadian Commercial Paper Conduit Facility

In June 2014, the Company amended its revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables from the Company for proceeds up to C$200 million. The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the Canadian Conduit expires on June 30, 2015. The contractual maturity of the debt is approximately 5 years.

During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables for proceeds of $85.0 million and $88.6 million, respectively. This transaction is treated as a secured borrowing, and the transferred assets are restricted as collateral for payment of the debt.

For the years ended December 31, 2014 and 2013, the Company recorded interest expense of $3.5 million and $3.4 million, respectively, on the secured notes. Interest expense on the Canadian Conduit is included in financial services interest expense. The weighted average interest rate of the outstanding Canadian Conduit was 2.03% at both December 31, 2014 and 2013.

As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, is $27.5 million at December 31, 2014. The maximum exposure is not an indication of the Company's expected loss exposure.

Debt

Debt with contractual terms less than one year is generally classified as short-term debt and consisted of the following as of December 31 (in thousands):

	2014		2013
Unsecured commercial paper	$	731,786	$	666,317

Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following as of December 31 (in thousands):

	2014			2013
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	166,912		$	174,241
Term asset-backed securitization debt	1,271,533			1,256,632
Unsecured notes
5.75% Medium-term notes due in 2014 ($500.0 million par value)	—			499,866
1.15% Medium-term notes due in 2015 ($600.0 million par value)	599,817			599,543
3.88% Medium-term notes due in 2016 ($450.0 million par value)	449,937			449,883
2.70% Medium-term notes due in 2017 ($400.0 million par value)	399,963			399,946
1.55% Medium-term notes due in 2017 ($400.0 million par value)	399,464			—
6.80% Medium-term notes due in 2018 ($888.0 million par value)	887,381			909,742
2.40% Medium-term notes due in 2019 ($600.0 million par value)	597,836			—
15.00% Senior unsecured notes due in 2014 ($600.0 million par value)	—			303,000
Gross long-term debt	4,772,843			4,592,853
Less: current portion of long-term debt	(1,011,315		)	(1,176,140		)
Long-term debt	$	3,761,528		$	3,416,713

Commercial paper maturities may range up to 365 days from the issuance date. The weighted-average interest rate of outstanding commercial paper balances was 0.30% and 0.23% at December 31, 2014 and 2013, respectively.

On April 7, 2014, the Company entered into a new $675.0 millionfive-year credit facility to refinance and replace a $675 million four-year credit facility that was due to mature in April 2015. The new five-year credit facility matures in April 2019. The Company also has a $675.0 million five-year credit facility which matures in April 2017. The new five-year credit facility and the existing five-year credit facility (together, the Global Credit Facilities) bear interest at various variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support the Company's unsecured commercial paper program. At December 31, 2014 and 2013, the Company had no outstanding borrowings under the Global Credit Facilities.

In September 2014, the Company amended and restated its revolving facility (U.S. Conduit) with an asset-backed U.S. commercial paper conduit which provides for a total aggregate commitment of $600.0 million. At December 31, 2014 and 2013, the Company had no outstanding borrowings under the U.S. Conduit. Refer to Note 6 for further discussion on the U.S. Conduit.

In June 2014, the Company amended its revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase from the Company eligible Canadian retail motorcycle financial receivables for proceeds up to C$200 million. During 2014 and 2013, the Company transferred $97.1 million and $101.1 million, respectively, of Canadian retail motorcycle finance receivables for proceeds of $85.0 million and $88.6 million, respectively. Approximately $44.6 million and $38.6 million of the debt was classified as current portion of long-term debt at December 31, 2014 and 2013. Refer to Note 6 for further discussion on the Canadian Conduit.

During 2014, the Company issued $850.0 million of secured notes through one term asset-backed securitization transaction. During 2013, the Company issued $650.0 million of secured notes through one term asset-backed securitization transaction. Additionally, during 2012, the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of the December 2009, August 2011, and November 2011 term asset-backed securitization transactions. These notes were sold at a premium, and at December 31, 2014 and 2013, the unaccreted premium associated with these notes was $0.2 million and $0.5 million, respectively. Approximately $366.9 million and $334.6 million of the obligations under the secured notes were classified as current at December 31, 2014 and 2013, respectively, based on the contractual maturities of the restricted finance receivables. The term-asset backed securitization transactions are further discussed in Note 6.

In September 2014, the Company issued $600 million of medium-term notes which mature in September 2019 and have an annual interest rate of 2.40%. In November 2014, the Company issued $400 million of medium-term notes which mature in November 2017 and have an annual interest rate of 1.55%. There were no medium-term note issuances during 2013. All of the Company's medium-term notes (collectively, the Notes) provide for semi-annual interest payments and principal due at maturity. Unamortized discounts on the Notes reduced the balance by $3.6 million and $1.5 million at December 31, 2014 and 2013, respectively.

During 2014, 2013, and 2012, the Company repurchased an aggregate of $22.6 million, $23.0 million, and $16.6 million respectively, of its 6.80% medium-term notes which mature in June 2018. As a result, the Company recognized in financial services interest expense $3.9 million, $4.9 million, and $4.3 million of loss on extinguishment of debt, respectively, which included unamortized discounts and fees. During December 2014, $500.0 million of 5.75% medium-term notes matured, and the principal and accrued interest were paid in full. During December 2013, $400.0 million of the 5.25% medium-term notes matured, and the principal and accrued interest were paid in full.

In February 2009, the Company issued $600.0 million of senior unsecured notes in an underwritten offering. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. The senior unsecured notes mature in February 2014 and had an annual interest rate of 15%. During the fourth quarter of 2010, the Company repurchased $297.0 million of the $600.0 million senior unsecured notes and the remaining $303.0 million was repaid at maturity in February 2014.

HDFS and the Company are subject to various operating and financial covenants related to the Global Credit Facilities and various operating covenants under the Notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operational covenants limit the Company’s and HDFS’ ability to:

• assume or incur certain liens;

• participate in certain mergers, consolidations, liquidations or dissolutions; and

• purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the consolidated debt to equity ratio of HDFS cannot exceed 10.0 to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and equity, in each case excluding the debt of HDFS and its subsidiaries, cannot exceed 0.65 to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the Notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

At December 31, 2014 and 2013, HDFS and the Company remained in compliance with all of these covenants.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

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 required by particular events or circumstances. In determining the 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. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Foreign currency exchange contracts are valued using publicly quoted spot and forward prices; commodity contracts are valued using publicly quoted prices, where available, or dealer quotes; interest rate swaps are valued using publicized swap curves; and investments in marketable securities and cash equivalents are valued using publicly quoted prices.

Level 3 inputs are not observable in the market and include management's 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 following tables.

Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31 (in thousands):

	Balance as of 2014		Quoted Prices  in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	737,024	$	482,686	$	254,338	$	—
Marketable securities	91,140		33,815		57,325		—
Derivatives	32,244		—		32,244		—
Total	$	860,408	$	516,501	$	343,907	$	—
Liabilities:
Derivatives	$	2,027	$	—	$	2,027	$	—

	Balance as of 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	836,387	$	516,173	$	320,214	$	—
Marketable securities	129,181		30,172		99,009		—
Derivatives	1,932		—		1,932		—
Total	$	967,500	$	546,345	$	421,155	$	—
Liabilities:
Derivatives	$	3,925	$	—	$	3,925	$	—

Nonrecurring Fair Value Measurements

Repossessed inventory is recorded at the lower of cost or net realizable value through a nonrecurring fair value measurement. The nonrecurring fair value measurement represents the loss recognized to adjust the related finance receivable to the fair value of the repossessed inventory. Repossessed inventory was $13.4 million and $13.8 million at December 31, 2014 and 2013, for which the fair value adjustment was $5.0 million and $6.6 million at December 31, 2014 and 2013, respectively. Fair value is estimated using level 2 inputs based on the recent market values of repossessed inventory.

 Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables, net, trade payables, debt, foreign currency contracts and interest rate swaps (derivative instruments are discussed further in Note 9). 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 Company’s financial instruments at December 31 (in thousands):

	2014				2013
	Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	906,680	$	906,680	$	1,066,612	$	1,066,612
Marketable securities	$	91,140	$	91,140	$	129,181	$	129,181
Accounts receivable, net	$	247,621	$	247,621	$	261,065	$	261,065
Derivatives	$	32,244	$	32,244	$	1,932	$	1,932
Finance receivables, net	$	6,519,500	$	6,432,881	$	6,086,441	$	5,999,563
Restricted cash	$	122,052	$	122,052	$	144,807	$	144,807
Liabilities:
Accounts payable	$	196,868	$	196,868	$	239,794	$	239,794
Derivatives	$	2,027	$	2,027	$	3,925	$	3,925
Unsecured commercial paper	$	731,786	$	731,786	$	666,317	$	666,317
Asset-backed Canadian commercial paper conduit facility	$	166,912	$	166,912	$	174,241	$	174,241
Medium-term notes	$	3,502,536	$	3,334,398	$	3,087,852	$	2,858,980
Senior unsecured notes	$	—	$	—	$	305,958	$	303,000
Term asset-backed securitization debt	$	1,270,656	$	1,271,533	$	1,259,314	$	1,256,632

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – With the exception of certain cash equivalents, the carrying value of these items in the financial statements is based on 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. Fair value is based on Level 1 or Level 2 inputs.

Marketable Securities – The carrying value of marketable securities in the financial statements is based on fair value. The fair value of marketable securities is determined primarily based quoted prices for identical instruments or on quoted market prices of similar financial assets. Fair value is based on Level 1 or Level 2 inputs.

Finance Receivables, Net – The carrying value of retail and wholesale finance receivables in the financial statements is amortized 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 that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.

Derivatives – Foreign currency exchange contracts and commodity contracts are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of foreign currency exchange and commodity contracts is determined using publicly quoted prices. Fair value is calculated using Level 2 inputs.

Debt – The carrying value of debt in the financial statements is generally amortized cost. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.

The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.

The fair values of the medium-term notes are estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the senior unsecured notes is estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.

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Derivative Instruments And Hedging Activities

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

 Derivative Instruments and Hedging Activities

The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative 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 8). In accordance with ASC Topic 815, "Derivatives and Hedging," 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 instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that 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 country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company’s most significant foreign currency risk relates to the Euro, the Australian dollar, Japanese yen and the Brazilian real. The Company utilizes foreign currency contracts to mitigate the effect of fluctuations in these currencies 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 commodity contracts to hedge portions of the cost of certain commodities consumed in the Company’s motorcycle production and distribution operations.

The Company’s foreign currency contracts and commodity contracts generally have maturities of less than one year.

The Company’s earnings are affected by changes in interest rates. The Company utilized 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. The interest rate swaps expired during the second quarter of 2013, and as of December 31, 2013, there were no interest rate swaps outstanding.

The following tables summarize the fair value of the Company’s derivative financial instruments at December 31 (in thousands):

	2014						2013
Derivatives Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value(a)		Liability Fair Value(b)
Foreign currency contracts(c)	$	339,077	$	32,244	$	—	$	299,550	$	1,672	$	3,842
Commodities contracts(c)	1,728		—		414		1,286		76		—
Total	$	340,805	$	32,244	$	414	$	300,836	$	1,748	$	3,842
	2014						2013
Derivatives Not Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value(a)		Liability Fair Value(b)
Commodities contracts	$	11,804	$	—	$	1,613	$	9,855	$	184	$	83
Total	$	11,804	$	—	$	1,613	$	9,855	$	184	$	83

(a) Included in other current assets

(b) Included in accrued liabilities

(c) Derivative designated as a cash flow hedge

The following tables summarize the amount of gains and losses for the following years ended December 31 related to derivative financial instruments designated as cash flow hedges (in thousands):

	Amount of Gain/(Loss) Recognized in OCI, before tax
Cash Flow Hedges	2014			2013			2012
Foreign currency contracts	$	47,037		$	3,468		$	(344	)
Commodities contracts	(262		)	39			(427		)
Interest rate swaps – unsecured commercial paper	—			(2		)	(43		)
Total	$	46,775		$	3,505		$	(814	)

	Amount of Gain/(Loss) Reclassified from AOCL into Income
Cash Flow Hedges	2014		2013			2012			Expected to be Reclassified Over the Next Twelve Months
Foreign currency contracts(a)	$	13,635	$	482		$	18,586		$	30,658
Commodities contracts(a)	228		(51		)	(705		)	(414		)
Interest rate swaps – unsecured commercial paper(b)	—		(345		)	(2,542		)	—
Total	$	13,863	$	86		$	15,339		$	30,244

(a) Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold.

(b) Gain/(loss) reclassified from AOCL to income is included in financial services interest expense.

For the years ended December 31, 2014 and 2013, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.

The following table summarizes the amount of gains and losses for the years ended December 31 related to derivative financial instruments not designated as hedging instruments (in thousands):

	Amount of Gain/(Loss) Recognized in Income on Derivative
Derivatives not Designated as Hedges	2014			2013			2012
Commodities contracts(a)	$	(1,969	)	$	(572	)	$	(535	)
Total	$	(1,969	)	$	(572	)	$	(535	)

(a) Gain/(loss) recognized in income is included in cost of goods sold.

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Finance Receivables (Finance Receivables) (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 6,560,245,000	$ 6,110,256,000	$ 5,889,519,000	$ 5,912,130,000	$ 6,191,158,000
Allowance for credit losses	(127,364,000)	(110,693,000)	(107,667,000)	(125,449,000)	(173,589,000)
Total of finance receivables, net and investment in retained securitization interests	6,432,881,000	5,999,563,000	5,781,852,000	5,786,681,000	6,017,569,000
Financing Receivable, Individually Evaluated for Impairment	0	0
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	952,321,000	845,212,000	816,404,000	824,640,000	813,997,000
Allowance for credit losses	(5,339,000)	(4,630,000)	(6,225,000)	(9,337,000)
Financing Receivable, Individually Evaluated for Impairment	0	0
Commercial Portfolio Segment [Member] | United States [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	903,380,000	800,491,000	776,633,000	778,320,000	735,481,000
Commercial Portfolio Segment [Member] | Canada [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	48,941,000	44,721,000	39,771,000	46,320,000	78,516,000
Consumer Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	5,607,924,000	5,265,044,000	5,073,115,000	5,087,490,000	5,377,161,000
Allowance for credit losses	(122,025,000)	(106,063,000)	(101,442,000)	(116,112,000)
Financing Receivable, Individually Evaluated for Impairment	0	0
Consumer Portfolio Segment [Member] | United States [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	5,398,006,000	5,051,245,000	4,850,450,000	4,858,781,000	5,126,699,000
Consumer Portfolio Segment [Member] | Canada [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 209,918,000	$ 213,799,000	$ 222,665,000	$ 228,709,000	$ 250,462,000

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Revenue due from Deeley	$ 194.8	$ 204.8	$ 187.1
Director [Member]
Related Party Transaction [Line Items]
Finance receivables balances due from Deeley	$ 7.4	$ 11.5	$ 9.2

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Income Taxes (Provision For Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current, Federal	$ 394,904	$ 281,938	$ 191,006
Current, State	30,997	23,701	4,221
Current, Foreign	20,429	22,093	13,189
Total Current	446,330	327,732	208,416
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
Deferred, Federal	(5,743)	51,509	121,934
Deferred, State	(3,155)	(1,471)	7,697
Deferred, Foreign	1,277	2,542	(460)
Total, Deferred	(7,621)	52,580	129,171
Total Current and Deferred	$ 438,709	$ 380,312	$ 337,587

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Finance Receivables (Changes In The Allowance For Finance Credit Losses On Finance Receivables) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance, beginning of period	$ 110,693	$ 107,667	$ 125,449	$ 173,589
Provision for credit losses	80,946	60,008	22,239
Charge-offs	(102,831)	(97,928)	(87,062)
Recoveries	38,556	40,946	47,041
Balance, end of period	127,364	110,693	107,667	173,589
Consumer Portfolio Segment [Member]
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance, beginning of period	106,063	101,442	116,112
Provision for credit losses	80,237	61,603	25,252
Charge-offs	(102,831)	(97,928)	(86,963)
Recoveries	38,556	40,946	47,041
Balance, end of period	122,025	106,063	101,442
Commercial Portfolio Segment [Member]
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance, beginning of period	4,630	6,225	9,337
Provision for credit losses	709	(1,595)	(3,013)
Charge-offs	0	0	(99)
Recoveries	0	0	0
Balance, end of period	$ 5,339	$ 4,630	$ 6,225

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Leases (Schedule Of Future Minimum Operating Lease Payments) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Leases [Abstract]
Total rental expense	$ 12,000,000	$ 12,500,000	$ 13,500,000
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2013	12,309,000
2014	9,342,000
2015	6,983,000
2016	5,535,000
2017	5,278,000
After 2017	15,955,000
Total operating lease payments	$ 55,402,000

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Finance Receivables (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unused lines of credit, wholesale	1,010,000,000	1,010,000,000
Consumer Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Approved but unfunded retail loans	168,700,000	149,800,000
Financing Receivable [Member] | Geographic Concentration Risk [Member] | Texas [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration Risk, Percentage	12.00%	12.00%

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Employee Benefit Plans And Other Postretirement Benefits (Components Of Net Periodic Benefit Costs) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Pension and SERPA Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	$ 31,498	$ 35,987	$ 33,681
Interest cost	86,923	79,248	83,265
Expected return on plan assets	(136,734)	(127,327)	(117,110)
Prior service cost (credit)	1,119	1,746	2,958
Net loss	36,563	58,608	43,874
Settlement loss	0	0	6,242
Net periodic benefit cost	19,369	48,262	52,910
Postretirement Healthcare Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	7,015	7,858	7,413
Interest cost	16,878	15,599	18,310
Expected return on plan assets	(10,429)	(9,537)	(9,423)
Prior service cost (credit)	(3,853)	(3,853)	(3,853)
Net loss	4,729	8,549	7,421
Settlement loss	0	0	0
Net periodic benefit cost	$ 14,340	$ 18,616	$ 19,868

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Additional Balance Sheet And Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2014

Supplemental Cash Flow Information [Abstract]

Inventories, Net

Inventories, net (in thousands):

	2014			2013
Components at the lower of FIFO cost or market
Raw materials and work in process	$	151,254		$	140,302
Motorcycle finished goods	230,309			205,416
Parts and accessories and general merchandise	117,210			127,515
Inventory at lower of FIFO cost or market	498,773			473,233
Excess of FIFO over LIFO cost	(49,902		)	(48,726		)
Total inventories, net	$	448,871		$	424,507

Property, Plant And Equipment, At Cost

Property, plant and equipment, at cost (in thousands):

	2014			2013
Land and related improvements	$	55,238		$	56,146
Buildings and related improvements	475,268			424,431
Machinery and equipment	1,823,790			1,816,599
Software	440,703			337,210
Construction in progress	200,708			168,598
	2,995,707			2,802,984
Accumulated depreciation	(2,112,630		)	(1,960,507		)
Total property, plant and equipment, at cost	$	883,077		$	842,477

Accrued Liabilities

Accrued liabilities (in thousands):

	2014		2013
Payroll, employee benefits and related expenses	$	165,448	$	166,346
Restructuring reserves	—		2,181
Warranty and recalls	48,529		46,571
Sales incentive programs	44,423		42,541
Tax-related accruals	28,333		21,970
Fair value of derivative financial instruments	2,027		3,925
Other	160,557		143,801
Total accrued liabilities	$	449,317	$	427,335

Reconciliation Of Net Income (Loss) To Net Cash Provided By Operating Activities Of Continuing Operations

The reconciliation of net income to net cash provided by operating activities of continuing operations is as follows (in thousands):

	2014			2013			2012
Cash flows from operating activities:
Net income	$	844,611		$	733,993		$	623,925
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	179,300			167,072			168,978
Amortization of deferred loan origination costs	94,429			86,181			78,592
Amortization of financing origination fees	8,442			9,376			9,969
Provision for employee long-term benefits	33,709			66,877			71,347
Contributions to pension and postretirement plans	(29,686		)	(204,796		)	(244,416		)
Stock compensation expense	37,929			41,244			40,815
Net change in wholesale finance receivables related to sales	(75,210		)	28,865			2,513
Provision for credit losses	80,946			60,008			22,239
Loss on debt extinguishment	3,942			4,947			4,323
Pension and postretirement healthcare plan curtailment and settlement expense	—			—			6,242
Deferred income taxes	(7,621		)	52,580			128,452
Foreign currency adjustments	21,964			16,269			9,773
Other, net	(1,491		)	10,123			(7,216		)
Changes in current assets and liabilities:
Accounts receivable, net	(9,809		)	(36,653		)	(13,690		)
Finance receivables – accrued interest and other	(2,515		)	(346		)	(4		)
Inventories	(50,886		)	(46,474		)	21,459
Accounts payable and accrued liabilities	19,128			(53,623		)	(10,798		)
Restructuring reserves	2,181			(25,042		)	(16,087		)
Derivative instruments	703			(2,189		)	2,758
Prepaid and other	(3,389		)	68,681			(97,716		)
Total adjustments	302,066			243,100			177,533
Net cash provided by operating activities	$	1,146,677		$	977,093		$	801,458

Cash Paid During The Period For Interest And Income Taxes

Cash paid during the period for interest and income taxes (in thousands):

	2014		2013		2012
Interest	$	154,310	$	197,161	$	225,228
Income taxes	$	438,840	$	236,972	$	317,812

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Supplemental Consolidating Data (Tables)

12 Months Ended

Dec. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Operations

All supplemental data is presented in thousands.

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	5,577,697	$	—	$	(10,016	)	$	5,567,681
Financial Services	—		662,345		(1,518		)	660,827
Total revenue	5,577,697		662,345		(11,534		)	6,228,508
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,542,601		—		—			3,542,601
Financial Services interest expense	—		164,476		—			164,476
Financial Services provision for credit losses	—		80,946		—			80,946
Selling, administrative and engineering expense	1,023,450		147,586		(11,534		)	1,159,502
Total costs and expenses	4,566,051		393,008		(11,534		)	4,947,525
Operating income	1,011,646		269,337		—			1,280,983
Investment income	126,499		—		(120,000		)	6,499
Interest expense	4,162		—		—			4,162
Income before provision for income taxes	1,133,983		269,337		(120,000		)	1,283,320
Provision for income taxes	338,453		100,256		—			438,709
Net income	$	795,530	$	169,081	$	(120,000	)	$	844,611

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	5,268,480		$	—	$	(10,190	)	$	5,258,290
Financial Services	—			643,067		(1,485		)	641,582
Total revenue	5,268,480			643,067		(11,675		)	5,899,872
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,395,918			—		—			3,395,918
Financial Services interest expense	—			165,491		—			165,491
Financial Services provision for credit losses	—			60,008		—			60,008
Selling, administrative and engineering expense	995,378			143,181		(11,675		)	1,126,884
Restructuring benefit	(2,131		)	—		—			(2,131		)
Total costs and expenses	4,389,165			368,680		(11,675		)	4,746,170
Operating income	879,315			274,387		—			1,153,702
Investment income	190,859			—		(185,000		)	5,859
Interest expense	45,256			—		—			45,256
Income before provision for income taxes	1,024,918			274,387		(185,000		)	1,114,305
Provision for income taxes	279,841			100,471		—			380,312
Net income	$	745,077		$	173,916	$	(185,000	)	$	733,993

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	4,952,748	$	—	$	(10,166	)	$	4,942,582
Financial Services	—		639,482		(1,558		)	637,924
Total revenue	4,952,748		639,482		(11,724		)	5,580,506
Costs and expenses:
Motorcycles and Related Products cost of goods sold	3,222,394		—		—			3,222,394
Financial Services interest expense	—		195,990		—			195,990
Financial Services provision for credit losses	—		22,239		—			22,239
Selling, administrative and engineering expense	977,782		145,174		(11,724		)	1,111,232
Restructuring expense	28,475		—		—			28,475
Total costs and expenses	4,228,651		363,403		(11,724		)	4,580,330
Operating income	724,097		276,079		—			1,000,176
Investment income	232,369		—		(225,000		)	7,369
Interest expense	46,033		—		—			46,033
Income before provision for income taxes	910,433		276,079		(225,000		)	961,512
Provision for income taxes	233,385		104,202		—			337,587
Net income	$	677,048	$	171,877	$	(225,000	)	$	623,925

Balance Sheet

	December 31, 2014
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	573,895	$	332,785	$	—		$	906,680
Marketable securities	57,325		—		—			57,325
Accounts receivable, net	658,735		—		(411,114		)	247,621
Finance receivables, net	—		1,916,635		—			1,916,635
Inventories	448,871		—		—			448,871
Restricted cash	—		98,627		—			98,627
Deferred income taxes	50,015		39,901		—			89,916
Other current assets	142,278		43,125		(2,983		)	182,420
Total current assets	1,931,119		2,431,073		(414,097		)	3,948,095
Finance receivables, net	—		4,516,246		—			4,516,246
Property, plant and equipment, net	848,661		34,416		—			883,077
Goodwill	27,752		—		—			27,752
Deferred income taxes	75,121		4,863		(2,149		)	77,835
Other long-term assets	113,727		39,309		(77,944		)	75,092
	$	2,996,380	$	7,025,907	$	(494,190	)	$	9,528,097
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	171,098	$	436,884	$	(411,114	)	$	196,868
Accrued liabilities	370,652		83,797		(5,132		)	449,317
Short-term debt	—		731,786		—			731,786
Current portion of long-term debt	—		1,011,315		—			1,011,315
Total current liabilities	541,750		2,263,782		(416,246		)	2,389,286
Long-term debt	—		3,761,528		—			3,761,528
Pension liability	76,186		—		—			76,186
Postretirement healthcare liability	203,006		—		—			203,006
Other long-term liabilities	164,060		24,745		—			188,805
Commitments and contingencies (Note 15)
Total shareholders’ equity	2,011,378		975,852		(77,944		)	2,909,286
	$	2,996,380	$	7,025,907	$	(494,190	)	$	9,528,097

	December 31, 2013
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	718,912	$	347,700	$	—		$	1,066,612
Marketable securities	99,009		—		—			99,009
Accounts receivable, net	850,248		—		(589,183		)	261,065
Finance receivables, net	—		1,773,686		—			1,773,686
Inventories	424,507		—		—			424,507
Restricted cash	—		144,807		—			144,807
Deferred income taxes	70,557		33,068		—			103,625
Other current assets	82,717		34,573		(1,798		)	115,492
Total current assets	2,245,950		2,333,834		(590,981		)	3,988,803
Finance receivables, net	—		4,225,877		—			4,225,877
Property, plant and equipment, net	808,005		34,472		—			842,477
Prepaid pension costs	244,871		—		—			244,871
Goodwill	30,452		—		—			30,452
Deferred income taxes	3,339		—		—			3,339
Other long-term assets	126,940		17,360		(75,079		)	69,221
	$	3,459,557	$	6,611,543	$	(666,060	)	$	9,405,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	203,786	$	625,191	$	(589,183	)	$	239,794
Accrued liabilities	353,618		77,774		(4,057		)	427,335
Short-term debt	—		666,317		—			666,317
Current portion of long-term debt	303,000		873,140		—			1,176,140
Total current liabilities	860,404		2,242,422		(593,240		)	2,509,586
Long-term debt	—		3,416,713		—			3,416,713
Pension liability	36,371		—		—			36,371
Postretirement healthcare liability	216,165		—		—			216,165
Deferred income taxes	44,584		2,656		2,259			49,499
Other long-term liabilities	146,686		20,534		—			167,220
Commitments and contingencies (Note 15)
Total shareholders’ equity	2,155,347		929,218		(75,079		)	3,009,486
	$	3,459,557	$	6,611,543	$	(666,060	)	$	9,405,040

Cash Flows

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	795,530		$	169,081		$	(120,000	)	$	844,611
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	171,187			8,113			—			179,300
Amortization of deferred loan origination costs	—			94,429			—			94,429
Amortization of financing origination fees	59			8,383			—			8,442
Provision for employee long-term benefits	33,709			—			—			33,709
Contributions to pension and postretirement plans	(29,686		)	—			—			(29,686		)
Stock compensation expense	35,064			2,865			—			37,929
Net change in wholesale finance receivables	—			—			(75,210		)	(75,210		)
Provision for credit losses	—			80,946			—			80,946
Loss on debt extinguishment	—			3,942			—			3,942
Deferred income taxes	(191		)	(7,430		)	—			(7,621		)
Foreign currency adjustments	21,964			—			—			21,964
Other, net	20,273			(21,764		)	—			(1,491		)
Change in current assets and current liabilities:
Accounts receivable	(31,740		)	—			21,931			(9,809		)
Finance receivables—accrued interest and other	—			(2,515		)	—			(2,515		)
Inventories	(50,886		)	—			—			(50,886		)
Accounts payable and accrued liabilities	16,074			21,629			(18,575		)	19,128
Restructuring reserves	2,181			—			—			2,181
Derivative instruments	703			—			—			703
Prepaid and other	(17,187		)	13,798			—			(3,389		)
Total adjustments	171,524			202,396			(71,854		)	302,066
Net cash provided by operating activities	967,054			371,477			(191,854		)	1,146,677
Cash flows from investing activities:
Capital expenditures	(224,262		)	(8,057		)	—			(232,319		)
Origination of finance receivables	—			(7,693,884		)	4,125,461			(3,568,423		)
Collections of finance receivables	—			7,066,852			(4,053,607		)	3,013,245
Sales and redemptions of marketable securities	41,010			—			—			41,010
Other	1,837			—			—			1,837
Net cash used by investing activities	(181,415		)	(635,089		)	71,854			(744,650		)

	Year Ended December 31, 2014
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments		Consolidated
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			991,835			—		991,835
Repayments of medium-term notes	—			(526,431		)	—		(526,431		)
Repayment of senior unsecured notes	(303,000		)	—			—		(303,000		)
Intercompany borrowing activity	200,000			(200,000		)	—		—
Proceeds from securitization debt	—			847,126			—		847,126
Repayments of securitization debt	—			(834,856		)	—		(834,856		)
Borrowings of asset-backed commercial paper	—			84,907			—		84,907
Repayments of asset-backed commercial paper	—			(77,800		)	—		(77,800		)
Net increase in credit facilities and unsecured commercial paper	—			63,945			—		63,945
Net change in restricted cash	—			22,755			—		22,755
Dividends	(238,300		)	(120,000		)	120,000		(238,300		)
Purchase of common stock for treasury	(615,602		)	—			—		(615,602		)
Excess tax benefits from share-based payments	11,540			—			—		11,540
Issuance of common stock under employee stock option plans	37,785			—			—		37,785
Net cash (used by) provided by financing activities	(907,577		)	251,481			120,000		(536,096		)
Effect of exchange rate changes on cash and cash equivalents	(23,079		)	(2,784		)	—		(25,863		)
Net decrease in cash and cash equivalents	$	(145,017	)	$	(14,915	)	$	—	$	(159,932	)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	718,912		$	347,700		$	—	$	1,066,612
Net decrease in cash and cash equivalents	(145,017		)	(14,915		)	—		(159,932		)
Cash and cash equivalents—end of period	$	573,895		$	332,785		$	—	$	906,680

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	745,077		$	173,916		$	(185,000	)	$	733,993
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	160,181			6,891			—			167,072
Amortization of deferred loan origination costs	—			86,181			—			86,181
Amortization of financing origination fees	473			8,903			—			9,376
Provision for employee long-term benefits	66,877			—			—			66,877
Contributions to pension and postretirement plans	(204,796		)	—			—			(204,796		)
Stock compensation expense	38,367			2,877			—			41,244
Net change in wholesale finance receivables	—			—			28,865			28,865
Provision for credit losses	—			60,008			—			60,008
Loss on debt extinguishment	—			4,947			—			4,947
Deferred income taxes	54,568			(1,988		)	—			52,580
Foreign currency adjustments	16,269			—			—			16,269
Other, net	10,942			(819		)	—			10,123
Change in current assets and current liabilities:
Accounts receivable	(24,273		)	—			(12,380		)	(36,653		)
Finance receivables – accrued interest and other	—			(346		)	—			(346		)
Inventories	(46,474		)	—			—			(46,474		)
Accounts payable and accrued liabilities	(60,907		)	(5,096		)	12,380			(53,623		)
Restructuring reserves	(25,042		)	—			—			(25,042		)
Derivative instruments	(2,161		)	(28		)	—			(2,189		)
Prepaid and other	70,900			(2,219		)	—			68,681
Total adjustments	54,924			159,311			28,865			243,100
Net cash provided by operating activities	800,001			333,227			(156,135		)	977,093
Cash flows from investing activities:
Capital expenditures	(199,354		)	(8,967		)	—			(208,321		)
Origination of finance receivables	—			(7,140,533		)	3,896,528			(3,244,005		)
Collections of finance receivables	—			6,757,387			(3,925,393		)	2,831,994
Purchases of marketable securities	(4,998		)	—			—			(4,998		)
Sales and redemptions of marketable securities	40,108			—			—			40,108
Other	16,355			—			—			16,355
Net cash used by investing activities	(147,889		)	(392,113		)	(28,865		)	(568,867		)

	Year Ended December 31, 2013
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments		Consolidated
Cash flows from financing activities:
Repayments of medium-term notes	—			(27,858		)	—		(27,858		)
Intercompany borrowing activity	(50,000		)	50,000			—		—
Proceeds from securitization debt	—			647,516			—		647,516
Repayments of securitization debt	—			(840,387		)	—		(840,387		)
Borrowings of asset-backed commercial paper	—			88,456			—		88,456
Net increase in credit facilities and unsecured commercial paper	—			371,085			—		371,085
Repayments of asset-backed commercial paper	—			(78,765		)	—		(78,765		)
Net change in restricted cash	—			43,201			—		43,201
Dividends paid	(187,688		)	(185,000		)	185,000		(187,688		)
Purchase of common stock for treasury, net of issuances	(479,231		)	—			—		(479,231		)
Excess tax benefits from share based payments	19,895			—			—		19,895
Issuance of common stock under employee stock option plans	50,567			—			—		50,567
Net cash (used by) provided by financing activities	(646,457		)	68,248			185,000		(393,209		)
Effect of exchange rate changes on cash and cash equivalents	(14,459		)	(2,084		)	—		(16,543		)
Net (decrease) increase in cash and cash equivalents	$	(8,804	)	$	7,278		$	—	$	(1,526	)
Cash and cash equivalents:
Cash and cash equivalents – beginning of period	$	727,716		$	340,422		$	—	$	1,068,138
Net (decrease) increase in cash and cash equivalents	(8,804		)	7,278			—		(1,526		)
Cash and cash equivalents – end of period	$	718,912		$	347,700		$	—	$	1,066,612

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	677,048		$	171,877		$	(225,000	)	$	623,925
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	162,659			6,319			—			168,978
Amortization of deferred loan origination costs	—			78,592			—			78,592
Amortization of financing origination fees	473			9,496			—			9,969
Provision for employee long-term benefits	67,612			3,735			—			71,347
Contributions to pension and postretirement plans	(244,416		)	—			—			(244,416		)
Stock compensation expense	37,544			3,271			—			40,815
Net change in wholesale finance receivables	—			—			2,513			2,513
Provision for credit losses	—			22,239			—			22,239
Loss on debt extinguishment	—			4,323			—			4,323
Pension and postretirement healthcare plan curtailment and settlement expense	6,242			—			—			6,242
Deferred income taxes	117,772			10,680			—			128,452
Foreign currency adjustments	9,773			—			—			9,773
Other, net	(2,290		)	(4,926		)	—			(7,216		)

	Year Ended December 31, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Change in current assets and current liabilities:
Accounts receivable	9,323			—			(23,013		)	(13,690		)
Finance receivables – accrued interest and other	—			(4		)	—			(4		)
Inventories	21,459			—			—			21,459
Accounts payable and accrued liabilities	(6,368		)	(27,443		)	23,013			(10,798		)
Restructuring reserves	(16,087		)	—			—			(16,087		)
Derivative instruments	2,906			(148		)	—			2,758
Prepaid and other	(95,162		)	(2,554		)	—			(97,716		)
Total adjustments	71,440			103,580			2,513			177,533
Net cash provided by operating activities	748,488			275,457			(222,487		)	801,458
Cash flows from investing activities:
Capital expenditures	(180,416		)	(8,586		)	—			(189,002		)
Origination of finance receivables	—			(6,544,828		)	3,686,127			(2,858,701		)
Collections of finance receivables	—			6,456,729			(3,688,640		)	2,768,089
Purchases of marketable securities	(4,993		)	—			—			(4,993		)
Sales and redemptions of marketable securities	23,296			—			—			23,296
Net cash used by investing activities	(162,113		)	(96,685		)	(2,513		)	(261,311		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			993,737			—			993,737
Repayment of medium-term notes	—			(420,870		)	—			(420,870		)
Intercompany borrowing activity	(400,000		)	400,000			—			—
Proceeds from securitization debt	—			763,895			—			763,895
Repayments of securitization debt	—			(1,405,599		)	—			(1,405,599		)
Borrowings of asset-backed commercial paper	—			200,417			—			200,417
Net decrease in credit facilities and unsecured commercial paper	—			(744,724		)	—			(744,724		)
Repayments of asset-backed commercial paper	—			(24,301		)	—			(24,301		)
Net change in restricted cash	—			41,647			—			41,647
Dividends paid	(141,681		)	(225,000		)	225,000			(141,681		)
Purchase of common stock for treasury, net of issuances	(311,632		)	—			—			(311,632		)
Excess tax benefits from share based payments	13,065			—			—			13,065
Issuance of common stock under employee stock option plans	45,973			—			—			45,973
Net cash used by financing activities	(794,275		)	(420,798		)	225,000			(990,073		)
Effect of exchange rate changes on cash and cash equivalents	(7,714		)	(1,172		)	—			(8,886		)
Net decrease in cash and cash equivalents	$	(215,614	)	$	(243,198	)	$	—		$	(458,812	)
Cash and cash equivalents:
Cash and cash equivalents – beginning of period	$	943,330		$	583,620		$	—		$	1,526,950
Net decrease in cash and cash equivalents	(215,614		)	(243,198		)	—			(458,812		)
Cash and cash equivalents – end of period	$	727,716		$	340,422		$	—		$	1,068,138

XML

Leases

12 Months Ended

Dec. 31, 2014

Leases [Abstract]

Leases

 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 $12.0 million, $12.5 million and $13.5 million for 2014, 2013 and 2012, respectively.

Future minimum operating lease payments at December 31, 2014 were as follows (in thousands):

2015	$	12,309
2016	9,342
2017	6,983
2018	5,535
2019	5,278
After 2019	15,955
Total operating lease payments	$	55,402

XML

Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Earnings Per Share [Abstract]
Income (loss) from continuing operations	$ 844,611	$ 733,993	$ 623,925
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted Average Number of Shares Outstanding, Basic	216,305	222,475	227,119
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements	1,401	1,596	2,110
Weighted Average Number of Shares Outstanding, Diluted	217,706	224,071	229,229
Basic (in dollars per share)	$ 3.90	$ 3.30	$ 2.75
Diluted (in dollars per share)	$ 3.88	$ 3.28	$ 2.72

XML

Business Segments And Geographic Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Business Segments And Foreign Operations

 Reportable Segments and Geographic Information

Reportable Segments:

Harley-Davidson, Inc. is the parent company for the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). The Company operates in two segments: the Motorcycles & Related Products (Motorcycles) segment and the Financial Services segment. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

The Motorcycle reportable segment consists of HDMC which designs, manufactures and sells at wholesale street-legal Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Company's products are sold to retail customers through a network of independent dealers. The Company conducts business on a global basis, with sales in North America, Europe/Middle East/Africa (EMEA), Asia-Pacific and Latin America.

The Financial Services reportable segment consists of HDFS which provides wholesale and retail financing and provides insurance and insurance-related programs primarily to Harley-Davidson dealers and their retail customers. HDFS conducts business principally in the United States and Canada.

Information by segment is set forth below for the years ended December 31 (in thousands):

	2014		2013			2012
Motorcycles net revenue	$	5,567,681	$	5,258,290		$	4,942,582
Gross profit	2,025,080		1,862,372			1,720,188
Selling, administrative and engineering expense	1,021,933		993,894			976,224
Restructuring (benefit) expense and other impairments	—		(2,131		)	28,475
Operating income from Motorcycles	$	1,003,147	$	870,609		$	715,489
Financial Services revenue	$	660,827	$	641,582		$	637,924
Financial Services expense	382,991		358,489			353,237
Operating income from Financial Services	$	277,836	$	283,093		$	284,687

Financial Services revenue includes $8.1 million, $10.4 million and $11.5 million of interest that HDMC paid to HDFS on wholesale finance receivables in 2014, 2013 and 2012, respectively. The offsetting cost of these interest incentives was recorded as a reduction to Motorcycles revenue.

Information by segment is set forth below as of December 31 (in thousands):

	Motorcycles		Financial Services		Consolidated
2014
Total assets	$	2,502,190	$	7,025,907	$	9,528,097
Depreciation	$	171,187	$	8,113	$	179,300
Capital expenditures	$	224,262	$	8,057	$	232,319
2013
Total assets	$	2,793,497	$	6,611,543	$	9,405,040
Depreciation	$	160,181	$	6,891	$	167,072
Capital expenditures	$	199,354	$	8,967	$	208,321
2012
Total assets	$	2,751,018	$	6,419,755	$	9,170,773
Depreciation	$	162,659	$	6,319	$	168,978
Capital expenditures	$	180,416	$	8,586	$	189,002

Geographic Information:

Included in the consolidated financial statements are the following amounts relating to geographic locations for the years ended December 31 (in thousands):

	2014		2013		2012
Revenue from Motorcycles(a):
United States	$	3,773,087	$	3,562,847	$	3,363,640
EMEA region	869,690		769,864		710,861
Japan	197,792		217,700		244,907
Canada	194,422		204,315		186,550
Australia	190,029		193,081		186,674
Other foreign countries	342,661		310,483		249,950
Total revenue from Motorcycles	$	5,567,681	$	5,258,290	$	4,942,582
Revenue from Financial Services(a):
United States	$	627,317	$	609,574	$	607,909
Europe	5,684		4,274		3,661
Canada	23,707		24,486		24,532
Other foreign countries	4,119		3,248		1,822
Total revenue from Financial Services	$	660,827	$	641,582	$	637,924
Long-lived assets(b):
United States	$	865,617	$	874,833	$	825,509
International	34,328		36,860		56,143
Total long-lived assets	$	899,945	$	911,693	$	881,652

(a) Revenue is attributed to geographic regions based on location of customer.

(b) Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, “Segment Reporting,” such as deferred income taxes and finance receivables.

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Assumptions Used To Determine Net Periodic Benefit Cost) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Pension and SERPA Benefits [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate, Benefit obligations	4.21%	5.08%	4.23%
Rate of compensation, Benefit obligations	4.00%	4.00%	4.00%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate, Net periodic benefit cost	5.08%	4.23%	5.30%
Expected return on plan assets	7.75%	7.75%	7.80%
Rate of compensation increase	4.00%	4.00%	3.49%
Postretirement Healthcare Benefits [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate, Benefit obligations	3.99%	4.70%	3.93%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate, Net periodic benefit cost	4.70%	3.93%	4.90%
Expected return on plan assets	7.70%	8.00%	8.00%

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Reconciliation Of Earnings Per Share Basic And Diluted

The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the years ended December 31 (in thousands except per share amounts):

	2014		2013		2012
Numerator:
Income used in computing basic and diluted earnings per share	$	844,611	$	733,993	$	623,925
Denominator:
Denominator for basic earnings per share-weighted-average common shares	216,305		222,475		227,119
Effect of dilutive securities – employee stock compensation plan	1,401		1,596		2,110
Denominator for diluted earnings per share- adjusted weighted-average shares outstanding	217,706		224,071		229,229
Earnings per common share:
Basic	$	3.90	$	3.30	$	2.75
Diluted	$	3.88	$	3.28	$	2.72

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Capital Stock (Stock Repurchases Pursuant To Board Of Director Authorizations) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period, shares	9.0	7.7	6.5
Stock repurchase program remaining authorization	20.9
1997 Authorization [Member]
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period, shares	3.2	0	4.3
Stock repurchase program remaining authorization	0
2007 Authorization [Member]
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period, shares	5.8	7.7	2.2
Stock repurchase program remaining authorization	0.9
2014 Authorization [Member]
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period, shares	0	0	0
Stock repurchase program remaining authorization	20.0

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Derivative Instruments And Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule Of Derivative Instrument Fair Value

The following tables summarize the fair value of the Company’s derivative financial instruments at December 31 (in thousands):

	2014						2013
Derivatives Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value(a)		Liability Fair Value(b)
Foreign currency contracts(c)	$	339,077	$	32,244	$	—	$	299,550	$	1,672	$	3,842
Commodities contracts(c)	1,728		—		414		1,286		76		—
Total	$	340,805	$	32,244	$	414	$	300,836	$	1,748	$	3,842
	2014						2013
Derivatives Not Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value(a)		Liability Fair Value(b)
Commodities contracts	$	11,804	$	—	$	1,613	$	9,855	$	184	$	83
Total	$	11,804	$	—	$	1,613	$	9,855	$	184	$	83

(a) Included in other current assets

(b) Included in accrued liabilities

(c) Derivative designated as a cash flow hedge

Gain/(Loss) On Derivative Cash Flow Hedges Reclassified From AOCI Into Income

The following tables summarize the amount of gains and losses for the following years ended December 31 related to derivative financial instruments designated as cash flow hedges (in thousands):

	Amount of Gain/(Loss) Recognized in OCI, before tax
Cash Flow Hedges	2014			2013			2012
Foreign currency contracts	$	47,037		$	3,468		$	(344	)
Commodities contracts	(262		)	39			(427		)
Interest rate swaps – unsecured commercial paper	—			(2		)	(43		)
Total	$	46,775		$	3,505		$	(814	)

	Amount of Gain/(Loss) Reclassified from AOCL into Income
Cash Flow Hedges	2014		2013			2012			Expected to be Reclassified Over the Next Twelve Months
Foreign currency contracts(a)	$	13,635	$	482		$	18,586		$	30,658
Commodities contracts(a)	228		(51		)	(705		)	(414		)
Interest rate swaps – unsecured commercial paper(b)	—		(345		)	(2,542		)	—
Total	$	13,863	$	86		$	15,339		$	30,244

(a) Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold.

(b) Gain/(loss) reclassified from AOCL to income is included in financial services interest expense.

Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location

The following table summarizes the amount of gains and losses for the years ended December 31 related to derivative financial instruments not designated as hedging instruments (in thousands):

	Amount of Gain/(Loss) Recognized in Income on Derivative
Derivatives not Designated as Hedges	2014			2013			2012
Commodities contracts(a)	$	(1,969	)	$	(572	)	$	(535	)
Total	$	(1,969	)	$	(572	)	$	(535	)

(a) Gain/(loss) recognized in income is included in cost of goods sold.

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Share-Based Awards (Assumptions Used In Calculating Fair Value Of Options) (Details) (Stock Options [Member])	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected average term (in years)	6 years 1 month 18 days	6 years 1 month 18 days	6 years 3 months 18 days
Expected volatility (minimum)	25.00%	27.00%	32.00%
Expected volatility (maximum)	34.00%	36.00%	50.00%
Weighted average volatility	32.00%	33.00%	41.00%
Expected dividend yield	1.80%	1.60%	1.10%
Risk-free interest rate (minimum)	0.10%	0.10%	0.10%
Risk-free interest rate (maximum)	2.80%	2.10%	2.10%

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Consolidated Balance Sheets (Parenthetical)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Preferred stock, shares issued	0	0
Common stock, shares issued	344,174,653	343,157,231
Treasury stock, shares	132,297,840	123,197,976

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Income Taxes (Principal Components Of The Company's Deferred Tax Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred Tax Assets, Net [Abstract]
Accruals not yet tax deductible	$ 120,817	$ 128,307
Pension and postretirement benefit plan obligations	104,723	5,192
Stock compensation	21,089	22,370
Net operating loss carryforward	41,927	40,530
Valuation allowance	(25,462)	(21,818)
Other, net	38,465	37,034
Deferred tax assets, net	301,559	211,615
Deferred Tax Liabilities, Gross [Abstract]
Depreciation, tax in excess of book	(128,117)	(119,916)
Other	(5,691)	(34,234)
Deferred tax liabilities, net	(133,808)	(154,150)
Total	$ 167,751	$ 57,465

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Restructuring Expense and Other Impairments

12 Months Ended

Dec. 31, 2014

Restructuring Charges [Abstract]

Restructuring Expense and Other Impairments

 Restructuring Expense and Other Impairments

In 2013, the Company completed the activities related to its 2009, 2010, and 2011 Restructuring Plans.

2011 Restructuring Plans

In December 2011, the Company made a decision to cease operations at New Castalloy, its Australian subsidiary and producer of cast motorcycle wheels and wheel hubs, and source those components through other existing suppliers by the end of 2013 (2011 New Castalloy Restructuring Plan). Since 2011, the Company has successfully transitioned a significant amount of wheel production to other existing suppliers. However, during 2013, the Company made a decision to retain limited operations at New Castalloy focused on the production of certain complex, high-finish wheels in a cost-effective and competitive manner. The Company also entered into a new agreement with the unionized labor force at New Castalloy.

In connection with the modified 2011 New Castalloy Restructuring Plan, the New Castalloy workforce was reduced by approximately 100 employees, leaving approximately 100 remaining employees to support ongoing operations. The original plan would have resulted in a workforce reduction of approximately 200 employees.

Under the modified 2011 New Castalloy Restructuring Plan, restructuring expenses consisted of employee severance and termination costs, accelerated depreciation and other related costs. On a cumulative basis, the Company incurred $22.1 million of restructuring expenses under the modified 2011 New Castalloy Restructuring Plan, of which 35% was non-cash. This includes a benefit related to restructuring reserves released in the second quarter of 2013 in connection with the decision to retain a limited operation at the New Castalloy facility, as described above.

In February 2011, the Company’s unionized employees at its facility in Kansas City, Missouri ratified a new seven-year labor agreement. The new agreement took effect on August 1, 2011. The new contract is similar to the labor agreements ratified at the Company’s Wisconsin facilities in September 2010 and its York, Pennsylvania production facility in December 2009, and allows for similar flexibility, increased production efficiency and the addition of a flexible workforce component.

The actions to implement the new ratified labor agreement (2011 Kansas City Restructuring Plan) resulted in approximately 145 fewer full-time hourly unionized employees in its Kansas City facility than would have been required under the previous contract.

Under the 2011 Kansas City Restructuring Plan, restructuring expenses consisted of employee severance and termination costs and other related costs. On a cumulative basis, the Company incurred $6.0 million of restructuring expenses under the 2011 Kansas City Restructuring Plan, of which approximately 10% was non-cash.

The following table summarizes the Motorcycles segment’s 2011 Kansas City Restructuring Plan and modified 2011 New Castalloy Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the year ended December 31 (in thousands):

	2013
	Kansas City								New Castalloy												Consolidated
	Employee Severance and Termination Costs			Other		Total			Employee Severance and Termination Costs			Accelerated Depreciation			Other			Total			Total
Balance, beginning of period	$	2,259		$	—	$	2,259		$	9,306		$	—		$	145		$	9,451		$	11,710
Restructuring expense	—			—		—			1,480			2,093			1,709			5,282			5,282
Utilized - cash	(1,290		)	—		(1,290		)	(5,369		)	—			—			(5,369		)	(6,659		)
Utilized - non-cash	—			—		—			—			(2,093		)	(1,721		)	(3,814		)	(3,814		)
Non-cash reserve release	(969		)	—		(969		)	(5,369		)	—			—			(5,369		)	(6,338		)
Balance, end of period	$	—		$	—	$	—		$	48		$	—		$	133		$	181		$	181

2010 Restructuring Plan

In September 2010, the Company’s unionized employees in Wisconsin ratified three separate new seven-year labor agreements which took effect in April 2012 when the prior contracts expired. The new contracts are similar to the labor agreement ratified at the Company’s York, Pennsylvania production facility in December 2009 and allow for similar flexibility and increased production efficiency and the addition of a flexible workforce component.

The actions to implement the new ratified labor agreements (2010 Restructuring Plan) resulted in approximately 250 fewer full-time hourly unionized employees in its Milwaukee-area facilities than would have been required under the previous contract and approximately 75 fewer full-time hourly unionized employees in its Tomahawk, Wisconsin facility than would have been required under the previous contract.

Under the 2010 Restructuring Plan, restructuring expenses consisted of employee severance and termination costs and other related costs. On a cumulative basis, the Company incurred $59.2 million of restructuring expenses under the 2010 Restructuring Plan, of which approximately 45% was non-cash.

The following table summarizes the Motorcycles segment’s 2010 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013			2012
	Employee Severance and Termination Costs			Employee Severance and Termination Costs
Balance, beginning of period	$	10,156		$	20,361
Restructuring expense	—			4,005
Utilized – cash	(9,725		)	(12,898		)
Non-cash reserve release	(431		)	(1,312		)
Balance, end of period	$	—		$	10,156

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) that were completed at various dates between 2009 and 2013. The actions were designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations. The Company’s actions included the restructuring and transformation of its York, Pennsylvania production facility including the implementation of a new more flexible unionized labor agreement which allows for the addition of a flexible workforce component; consolidation of facilities related to engine and transmission production; outsourcing of certain distribution and transportation activities and exiting the Buell product line. In addition, the Company completed projects under this plan involving the outsourcing of select information technology activities and the consolidation of an administrative office in Michigan into its corporate headquarters in Milwaukee, Wisconsin.

The 2009 restructuring plan resulted in a reduction of approximately 2,900 hourly production positions and approximately 800 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment.

Under the 2009 Restructuring Plan, restructuring expenses consisted of employee severance and termination costs, accelerated depreciation on the long-lived assets that were exited as part of the 2009 Restructuring Plan and other related costs. On a cumulative basis, the Company incurred $393.8 million of restructuring and impairment expense under the 2009 Restructuring Plan, of which approximately 30% was non-cash.

The following table summarizes the Motorcycles segment’s 2009 Restructuring Plan reserve activity and balances as recorded in accrued liabilities for the following years ended December 31 (in thousands):

	2013
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	5,196		$	—	$	161		$	5,357
Restructuring expense	—			—		907			907
Utilized – cash	(1,645		)	—		(1,068		)	(2,713		)
Noncash reserve release	(1,551		)	—		—			(1,551		)
Balance, end of period	$	2,000		$	—	$	—		$	2,000
	2012
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	10,089		$	—	$	—		$	10,089
Restructuring expense	4,099			—		13,154			17,253
Utilized – cash	(6,566		)	—		(12,993		)	(19,559		)
Noncash reserve release	(2,426		)	—		—			(2,426		)
Balance, end of period	$	5,196		$	—	$	161		$	5,357

Other restructuring costs include items such as the exit costs for terminating supply contracts, lease termination costs and moving costs.

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Additional Balance Sheet And Cash Flow Information (Accrued Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accrued Liabilities, Current [Abstract]
Payroll, employee benefits and related expenses	$ 165,448	$ 166,346
Restructuring reserves	0	2,181
Warranty and recalls	48,529	46,571
Sales incentive programs	44,423	42,541
Tax-related accruals	28,333	21,970
Fair value of derivative financial instruments	2,027	3,925
Other Accrued Liabilities, Current	160,557	143,801
Accrued liabilities, Total	$ 449,317	$ 427,335

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Debt (Debt With Contractual Term Less Than One Year) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Short-term Debt [Line Items]
Short-term Debt	$ 731,786	$ 666,317
Unsecured Commercial Paper [Member]
Short-term Debt [Line Items]
Short-term Debt	$ 731,786	$ 666,317

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Share-Based Awards (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for future issuance under the plan	9.5
Stock Options [Member] | 2014 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	3 years 0 months 0 days
Expiration Period	10 years 0 months 0 days
Stock Options [Member] | 2014 Plan [Member] | Vesting Period 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	1 year 0 months 0 days
Award Vesting Rights, Percentage	33.00%
Stock Appreciation Rights (SARs) [Member] | 2014 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	3 years 0 months 0 days
Expiration Period	10 years 0 months 0 days
Stock Appreciation Rights (SARs) [Member] | 2014 Plan [Member] | Vesting Period 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	1 year 0 months 0 days
Award Vesting Rights, Percentage	33.00%
Restricted Stock [Member] | 2014 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	3 years 0 months 0 days
Restricted Stock [Member] | 2014 Plan [Member] | Vesting Period 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	1 year 0 months 0 days
Award Vesting Rights, Percentage	33.00%
Restricted Stock Units (RSUs) [Member] | 2014 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	3 years 0 months 0 days
Restricted Stock Units (RSUs) [Member] | 2014 Plan [Member] | Vesting Period 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	1 year 0 months 0 days
Award Vesting Rights, Percentage	33.00%

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Finance Receivables (Wholesale And Retail Receivables Accruing Interest And Are Past Due) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financing Receivable, Recorded Investment, Past Due [Line Items]
Receivables past due and accruing interest	$ 28,918	$ 24,801	$ 28,033	$ 28,378	$ 35,742
United States [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Receivables past due and accruing interest	27,800	23,770	26,500	27,171	34,391
Canada [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Receivables past due and accruing interest	$ 1,118	$ 1,031	$ 1,533	$ 1,207	$ 1,351

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Related Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

 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 Company’s motorcycles in Canada. The Company recorded motorcycles and related products revenue and financial services revenue from Deeley Imports during 2014, 2013 and 2012 of $194.8 million, $204.8 million and $187.1 million, respectively, and had finance receivables balances due from Deeley Imports of $7.4 million, $11.5 million and $9.2 million at December 31, 2014, 2013 and 2012, 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 arm’s-length negotiations between unrelated parties.

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Business Segments And Geographic Information (Information By Strategic Business Units) (Details) (USD $)	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 28, 2014		Jun. 29, 2014		Mar. 30, 2014		Dec. 31, 2013		Sep. 29, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Number of Operating Segments																	2
Motorcycles net revenue	$ 1,031,200,000		$ 1,130,600,000		$ 1,834,300,000		$ 1,571,700,000		$ 1,032,300,000		$ 1,180,300,000		$ 1,631,500,000		$ 1,414,200,000		$ 5,567,681,000	[1]	$ 5,258,290,000	[1]	$ 4,942,582,000	[1]
Selling, administrative and engineering expense																	1,159,502,000		1,126,884,000		1,111,232,000
Restructuring expense																	0		(2,131,000)		28,475,000
Financial services revenue	169,000,000		171,000,000		166,400,000		154,400,000		158,300,000		163,400,000		162,800,000		157,000,000		660,827,000	[1]	641,582,000	[1]	637,924,000	[1]
Operating income																	1,280,983,000		1,153,702,000		1,000,176,000
Interest Income Paid By Motorcycles Segment																	8,100,000		10,400,000		11,500,000
Motorcycles Segment [Member]
Segment Reporting Information [Line Items]
Motorcycles net revenue																	5,567,681,000		5,258,290,000		4,942,582,000
Gross profit																	2,025,080,000		1,862,372,000		1,720,188,000
Selling, administrative and engineering expense																	1,021,933,000		993,894,000		976,224,000
Restructuring expense																	0		(2,131,000)		28,475,000
Operating income	35,900,000	[2]	146,300,000	[2]	473,300,000	[2]	347,700,000	[2]	60,700,000	[2]	175,500,000	[2]	357,700,000	[2]	276,800,000	[2]	1,003,147,000		870,609,000		715,489,000
Financial Services Segment [Member]
Segment Reporting Information [Line Items]
Financial services revenue																	660,827,000		641,582,000		637,924,000
Financial Services Costs																	382,991,000		358,489,000		353,237,000
Operating income	$ 62,400,000		$ 77,800,000		$ 74,400,000		$ 63,200,000		$ 61,300,000		$ 76,100,000		$ 74,200,000		$ 71,500,000		$ 277,836,000		$ 283,093,000		$ 284,687,000

[1] Revenue is attributed to geographic regions based on location of customer.

[2] Operating income for the Motorcycles segment includes restructuring expense (benefit) as discussed in Note 3 for the following periods (in millions): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Mar 30,2014 Mar 31,2013 June 29,2014 June 30,2013 Sep 28,2014 Sep 29,2013 Dec 31,2014 Dec 31,2013Restructuring expense (benefit) $— $2.9 $— $(5.3) $— $0.6 $— $(0.4)

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Consolidated Valuation And Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Accounts Receivable - Allowance For Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 4,960		$ 4,954		$ 4,952
Provision charged to expense	(471)		245		424
Reserve adjustments	(394)		(136)		(401)
Write-offs, net of recoveries	(637)		(103)		(21)
Balance at end of period	3,458		4,960		4,954
Finance Receivables - Allowance For Credit Losses [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	110,693		107,667		125,449
Provision charged to expense	80,946		60,008		22,239
Write-offs, net of recoveries	(64,275)		(56,982)		(40,021)
Balance at end of period	127,364		110,693		107,667
Inventories - Allowance For Obsolescence [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	17,463	[1]	22,936	[1]	23,204	[1]
Provision charged to expense	19,044	[1]	5,254	[1]	9,489	[1]
Reserve adjustments	(399)	[1]	(1,281)	[1]	(696)	[1]
Write-offs, net of recoveries	(18,333)	[1]	(9,446)	[1]	(9,061)	[1]
Balance at end of period	17,775	[1]	17,463	[1]	22,936	[1]
Deferred Tax Assets - Valuation Allowance [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	21,818		16,314		14,914
Reserve adjustments	3,644		5,504		1,400
Balance at end of period	$ 25,462		$ 21,818		$ 16,314

[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.

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Fair Value Measurements (Summary Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Repossessed Assets	$ 13,400,000	$ 13,800,000
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Repossessed Assets	13,400,000	13,800,000
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	737,024,000	836,387,000
Marketable securities	91,140,000	129,181,000
Derivatives	32,244,000	1,932,000
Assets, Fair Value Disclosure	860,408,000	967,500,000
Derivatives, Liabilities	2,027,000	3,925,000
Fair Value, Measurements, Recurring [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	482,686,000	516,173,000
Marketable securities	33,815,000	30,172,000
Derivatives	0	0
Assets, Fair Value Disclosure	516,501,000	546,345,000
Derivatives, Liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	254,338,000	320,214,000
Marketable securities	57,325,000	99,009,000
Derivatives	32,244,000	1,932,000
Assets, Fair Value Disclosure	343,907,000	421,155,000
Derivatives, Liabilities	2,027,000	3,925,000
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Marketable securities	0	0
Derivatives	0	0
Assets, Fair Value Disclosure	0	0
Derivatives, Liabilities	0	0
Fair value, adjustment [Domain]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Repossessed Assets	$ 5,000,000	$ 6,600,000

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Asset-Backed Financing (Tables)

12 Months Ended

Dec. 31, 2014

Secured Debt [Abstract]

Schedule Of Assets And Liabilities Of Variable Interest Entities

The following table shows the assets and liabilities related to the Company's asset-backed financings that were included in its financial statements at December 31 (in thousands):

	2014
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,458,602	$	(32,156	)	$	110,017	$	2,987	$	1,539,450	$	1,271,533
Asset-backed U.S. commercial paper conduit facility	—		—			—		422		422		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	185,099		(2,965		)	12,035		262		194,431		166,912
Total	$	1,643,701	$	(35,121	)	$	122,052	$	3,671	$	1,734,303	$	1,438,445
	2013
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,569,118	$	(31,778	)	$	133,053	$	3,720	$	1,674,113	$	1,256,632
Asset-backed U.S. commercial paper conduit facility	—		—			—		429		429		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	204,092		(3,361		)	11,754		589		213,074		174,241
Total	$	1,773,210	$	(35,139	)	$	144,807	$	4,738	$	1,887,616	$	1,430,873

Schedule Of Secured Notes With Related Maturity

At December 31, 2014, the Company's consolidated balance sheet included outstanding balances related to the following secured notes with the related maturity dates and interest rates (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
April 2014	$850,000	0.66%	April 2015 - October 2021
April 2013	$650,000	0.57%	May 2014 - December 2020
July 2012	$675,306	0.59%	August 2013 - June 2018
November 2011	$513,300	0.88%	November 2012 - February 2018
August 2011	$573,380	0.76%	September 2012 - August 2017

Outstanding balances related to the following secured notes were included in the Company's consolidated balance sheet at December 31, 2013 and the Company completed repayment of those balances during 2014 (in thousands):

Issue Date	Principal Amount at Date of Issuance	Weighted-Average Rate at Date of Issuance	Contractual Maturity Date
November 2010	$600,000	1.05%	December 2011 - April 2018

Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following as of December 31 (in thousands):

	2014			2013
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	166,912		$	174,241
Term asset-backed securitization debt	1,271,533			1,256,632
Unsecured notes
5.75% Medium-term notes due in 2014 ($500.0 million par value)	—			499,866
1.15% Medium-term notes due in 2015 ($600.0 million par value)	599,817			599,543
3.88% Medium-term notes due in 2016 ($450.0 million par value)	449,937			449,883
2.70% Medium-term notes due in 2017 ($400.0 million par value)	399,963			399,946
1.55% Medium-term notes due in 2017 ($400.0 million par value)	399,464			—
6.80% Medium-term notes due in 2018 ($888.0 million par value)	887,381			909,742
2.40% Medium-term notes due in 2019 ($600.0 million par value)	597,836			—
15.00% Senior unsecured notes due in 2014 ($600.0 million par value)	—			303,000
Gross long-term debt	4,772,843			4,592,853
Less: current portion of long-term debt	(1,011,315		)	(1,176,140		)
Long-term debt	$	3,761,528		$	3,416,713

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Employee Benefit Plans And Other Postretirement Benefits

12 Months Ended

Dec. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans and Other Postretirement Benefits

Employee Benefit Plans and Other Postretirement Benefits

The Company has a qualified defined benefit pension plan and several postretirement healthcare benefit plans, which cover 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. During 2012, the Company consolidated four qualified defined benefit pension plans into its current single qualified pension plan. The consolidation had no impact on participant benefits.

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 following table provides the changes in the benefit obligations, fair value of plan assets and funded status of the Company’s pension, SERPA and postretirement healthcare plans as of the Company’s December 31, 2014 and 2013 measurement dates (in thousands):

	Pension and SERPA Benefits						Postretirement Healthcare Benefits
	2014			2013			2014			2013
Change in benefit obligation:
Benefit obligation, beginning of period	$	1,714,650		$	1,871,575		$	366,524		$	403,227
Service cost	31,498			35,987			7,015			7,858
Interest cost	86,923			79,248			16,878			15,599
Actuarial (gains) losses	309,542			(199,408		)	(2,870		)	(33,729		)
Plan participant contributions	—			—			2,368			2,609
Benefits paid, net of Medicare Part D subsidy	(72,633		)	(72,752		)	(28,909		)	(29,040		)
Benefit obligation, end of period	2,069,980			1,714,650			361,006			366,524
Change in plan assets:
Fair value of plan assets, beginning of period	1,920,601			1,539,018			147,875			123,106
Actual return on plan assets	143,040			277,388			8,965			24,769
Company contributions	1,638			176,947			28,048			27,849
Plan participant contributions	—			—			2,368			2,609
Benefits paid	(72,633		)	(72,752		)	(30,416		)	(30,458		)
Fair value of plan assets, end of period	1,992,646			1,920,601			156,840			147,875
Funded status of the plans, December 31	$	(77,334	)	$	205,951		$	(204,166	)	$	(218,649	)
Amounts recognized in the Consolidated Balance Sheets, December 31:
Prepaid benefit costs (long-term assets)	$	—		$	244,871		$	—		$	—
Accrued benefit liability (current liabilities)	(1,148		)	(2,549		)	(1,160		)	(2,484		)
Accrued benefit liability (long-term liabilities)	(76,186		)	(36,371		)	(203,006		)	(216,165		)
Net amount recognized	$	(77,334	)	$	205,951		$	(204,166	)	$	(218,649	)

Benefit Costs:

Components of net periodic benefit costs for the years ended December 31 (in thousands):

	Pension and SERPA Benefits									Postretirement Healthcare Benefits
	2014			2013			2012			2014			2013			2012
Service cost	$	31,498		$	35,987		$	33,681		$	7,015		$	7,858		$	7,413
Interest cost	86,923			79,248			83,265			16,878			15,599			18,310
Expected return on plan assets	(136,734		)	(127,327		)	(117,110		)	(10,429		)	(9,537		)	(9,423		)
Amortization of unrecognized:
Prior service cost (credit)	1,119			1,746			2,958			(3,853		)	(3,853		)	(3,853		)
Net loss	36,563			58,608			43,874			4,729			8,549			7,421
Settlement loss	—			—			6,242			—			—			—
Net periodic benefit cost	$	19,369		$	48,262		$	52,910		$	14,340		$	18,616		$	19,868

Net periodic benefit costs are allocated among selling, administrative and engineering expense, cost of goods sold and inventory.

The expected return on plan assets is calculated based on the market-related value of plan assets. The market-related value of plan assets is different from the fair value in that asset gains/losses are smoothed over a five year period. 

Unrecognized gains and losses related to plan obligations and assets are initially recorded in other comprehensive income and result from actual experience that differs from assumed or expected results, and the impacts of changes in assumptions. Unrecognized plan asset gains and losses not yet reflected in the market-related value of plan assets are not subject to amortization. Remaining unrecognized gains and losses that exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets are amortized to earnings over the estimated future service period of active plan participants. The impacts of plan amendments, if any, are amortized over the estimated future service period of plan participants at the time of the amendment.

Amounts included in accumulated other comprehensive income, net of tax, at December 31, 2014 which have not yet been recognized in net periodic benefit cost are as follows (in thousands):

	Pension and SERPA Benefits		Postretirement Healthcare Benefits			Total
Prior service cost (credit)	$	1,685	$	(11,070	)	$	(9,385	)
Net actuarial loss	488,080		51,108			539,188
Total	$	489,765	$	40,038		$	529,803

Amounts expected to be recognized in net periodic benefit cost, net of tax, during the year ended December 31, 2015 are as follows (in thousands):

	Pension and SERPA Benefits		Postretirement Healthcare Benefits			Total
Prior service cost (credit)	$	274	$	(2,025	)	$	(1,751	)
Net actuarial loss	34,445		2,501			36,946
Total	$	34,719	$	476		$	35,195

Assumptions:

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost at December 31 were as follows:

	Pension and SERPA Benefits						Postretirement Healthcare Benefits
	2014		2013		2012		2014		2013		2012
Assumptions for benefit obligations:
Discount rate	4.21	%	5.08	%	4.23	%	3.99	%	4.70	%	3.93	%
Rate of compensation	4.00	%	4.00	%	4.00	%	n/a		n/a		n/a
Assumptions for net periodic benefit cost:
Discount rate	5.08	%	4.23	%	5.30	%	4.70	%	3.93	%	4.90	%
Expected return on plan assets	7.75	%	7.75	%	7.80	%	7.70	%	8.00	%	8.00	%
Rate of compensation increase	4.00	%	4.00	%	3.49	%	n/a		n/a		n/a

Pension and SERPA Accumulated Benefit Obligation:

The Company’s pension and SERPA plans have a separately determined accumulated benefit obligation (ABO) and plan asset value. The ABO is the actuarial present value of benefits based on service rendered and current and past compensation levels. This differs from the projected benefit obligation (PBO) in that it includes no assumption about future compensation levels. The total ABO for all the Company’s pension and SERPA plans combined was $1.92 billion and $1.60 billion as of December 31, 2014 and 2013, respectively.

The Company pension plan did not have a PBO in excess of plan assets at December 31, 2013. The following table summarizes information related to Company pension plan with a PBO in excess of the fair value of plan assets at December 31, 2014 (in billions):

	2014
Pension plan with PBOs in excess of fair value of plan assets:
PBO	$	2.02
Fair value of plan assets	$	1.99
Number of plans	1

The Company pension plan did not have an ABO in excess of fair value at December 31, 2014 and 2013.

The Company’s SERPA plans, which can only be funded as claims are paid, had projected and accumulated benefit obligations of $46.6 million and $33.6 million, respectively, as of December 31, 2014 and $38.9 million and $25.8 million, respectively, as of December 31, 2013.

Plan Assets:

Pension Plan Assets - The Company’s investment objective is to ensure assets are sufficient to pay benefits while mitigating the volatility of retirement plan assets or liabilities recorded in the balance sheet. The Company mitigates volatility through asset diversification and partial asset/liability matching. The investment portfolio for the Company's pension plan assets contains a diversified blend of equity and fixed-income investments. The Company’s current overall targeted asset allocation as a percentage of total market value was approximately 65% equities and 35% fixed-income. Assets are rebalanced regularly to keep the actual allocation in line with targets. Equity holdings primarily include investments in small-, medium- and large-cap companies in the U.S. (including Company stock), investments in developed and emerging foreign markets and other investments such as private equity and real estate. Fixed-income holdings consist of U.S. government and agency securities, state and municipal bonds, corporate bonds from diversified industries and foreign obligations. In addition, cash equivalent balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews.

Postretirement Healthcare Plan Assets - The Company's investment objective is to maximize the return on assets to help pay the benefits by prudently investing in equities, fixed income and alternative assets. The Company's current overall targeted asset allocation as a percentage of total market value was approximately 69% equities and 31% fixed-income. Equity holdings primarily include investments in small-, medium-, and large-cap companies in the U.S., investments in developed and emerging foreign markets and alternative investments such as private equity and real estate. Fixed-income holdings consist of U.S. government and agency securities, state and municipal bonds, corporate bonds from diversified industries and foreign obligations. In addition, cash equivalent balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews.

The following tables present the fair values of the plan assets related to the Company’s pension and postretirement healthcare plans within the fair value hierarchy as defined in Note 7.

The fair values of the Company’s pension plan assets as of December 31, 2014 were as follows (in thousands):

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	38,131	$	2,965	$	35,166	$	—
Equity holdings:
U.S. companies	625,174		620,964		4,210		—
Foreign companies	109,088		109,088		—		—
Harley-Davidson common stock	83,942		83,942		—		—
Pooled equity funds	323,613		323,613		—		—
Limited partnership interests	31,227		140		1		31,086
Total equity holdings	1,173,044		1,137,747		4,211		31,086
Fixed-income holdings:
U.S. Treasuries	51,375		51,375		—		—
Federal agencies	45,282		—		45,282		—
Corporate bonds	376,454		—		376,454		—
Pooled fixed income funds	236,024		52,335		183,689		—
Foreign bonds	58,956		—		58,956		—
Municipal bonds	13,380		—		13,380		—
Total fixed-income holdings	781,471		103,710		677,761		—
Total pension plan assets	$	1,992,646	$	1,244,422	$	717,138	$	31,086

Included in the pension plan assets are 1,273,592 shares of the Company’s common stock with a market value of $83.9 million at December 31, 2014.

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Limited Partnership Interests
Balance, beginning of period	$	34,234
Actual return on plan assets:
Relating to assets still held at the reporting date	(3,178		)
Purchases, sales and settlements	30
Balance, end of period	$	31,086

The fair values of the Company’s postretirement healthcare plan assets as of December 31, 2014, were as follows (in thousands):

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	8,033	$	7,278	$	755	$	—
Equity holdings:
U.S. companies	75,349		75,349		—		—
Foreign companies	15,571		15,050		521		—
Pooled equity funds	19,138		19,138		—		—
Limited partnership interests	3,884		15		—		3,869
Total equity holdings	113,942		109,552		521		3,869
Fixed-income holdings:
U.S. Treasuries	11,457		11,457		—		—
Federal agencies	1,876		—		1,876		—
Corporate bonds	11,549		—		11,549		—
Pooled fixed income funds	8,996		—		8,996		—
Foreign bonds	770		—		770		—
Municipal bonds	217		—		217		—
Total fixed-income holdings	34,865		11,457		23,408		—
Total postretirement healthcare plan assets	$	156,840	$	128,287	$	24,684	$	3,869

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2014 (in thousands):

	Limited Partnership Interests
Balance, beginning of period	$	—
Actual return on plan assets:
Relating to assets still held at the reporting date	(178		)
Purchases, sales and settlements	4,047
Balance, end of period	$	3,869

The fair values of the Company’s pension plan assets as of December 31, 2013 were as follows (in thousands):

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	40,578	$	—	$	40,578	$	—
Equity holdings:
U.S. companies	519,405		516,444		2,961		—
Foreign companies	125,361		125,320		41		—
Harley-Davidson common stock	88,184		88,184		—		—
Pooled equity funds	558,004		558,004		—		—
Limited partnership interests	34,234		—		—		34,234
Total equity holdings	1,325,188		1,287,952		3,002		34,234
Fixed-income holdings:
U.S. Treasuries	34,044		34,044		—		—
Federal agencies	33,250		—		33,250		—
Corporate bonds	223,992		—		223,992		—
Pooled fixed income funds	212,465		51,959		160,506		—
Foreign bonds	40,885		—		40,885		—
Municipal bonds	10,199		—		10,199		—
Total fixed-income holdings	554,835		86,003		468,832		—
Total pension plan assets	$	1,920,601	$	1,373,955	$	512,412	$	34,234

Included in the pension plan assets are 1,273,592 shares of the Company’s common stock with a market value of $88.2 million at December 31, 2013.

The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2013 (in thousands):

	Total			Limited Partnership Interests			Other
Balance, beginning of period	$	36,582		$	35,954		$	628
Actual return on plan assets:
Relating to assets still held at the reporting date	2,951			2,951			—
Purchases, sales and settlements	(5,299		)	(4,671		)	(628		)
Balance, end of period	$	34,234		$	34,234		$	—

The fair values of the Company’s postretirement healthcare plan assets, which did not contain any Level 3 assets, as of December 31, 2013, were as follows (in thousands):

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Cash and cash equivalents	$	8,402	$	—	$	8,402
Equity holdings:
U.S. companies	29,365		29,365		—
Foreign companies	18,010		17,630		380
Pooled equity funds	61,134		61,134		—
Total equity holdings	108,509		108,129		380
Fixed-income holdings:
U.S. Treasuries	9,488		9,488		—
Federal agencies	2,579		—		2,579
Corporate bonds	8,685		—		8,685
Pooled fixed income funds	8,977		—		8,977
Foreign bonds	941		—		941
Municipal bonds	294		—		294
Total fixed-income holdings	30,964		9,488		21,476
Total postretirement healthcare plan assets	$	147,875	$	117,617	$	30,258

No plan assets are expected to be returned to the Company during the fiscal year ending December 31, 2015.

For 2015, the Company’s overall expected long-term rate of return is 7.75% for pension assets and 7.70% for postretirement healthcare plan assets. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based on historical returns adjusted to reflect the current view of the long-term investment market.

Postretirement Healthcare Cost:

The weighted-average healthcare cost trend rate used in determining the accumulated postretirement benefit obligation of the healthcare plans was as follows:

	2014		2013
Healthcare cost trend rate for next year	8.0	%	8.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate rate)	5.0	%	5.0	%
Year that the rate reaches the ultimate trend rate	2021		2021

This healthcare cost trend rate assumption can have a significant effect on the amounts reported. A one-percentage-point change in the assumed healthcare cost trend rate would have the following effects (in thousands):

	One Percent Increase		One Percent Decrease
Total of service and interest cost components in 2014	$	747	$	(726	)
Accumulated benefit obligation as of December 31, 2014	$	12,909	$	(12,001	)

Future Contributions and Benefit Payments:

No pension plan contributions are required in 2015. The Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans in 2015⁽¹⁾.

The expected benefit payments and Medicare subsidy receipts for the next five years and thereafter were as follows (in thousands):

	Pension Benefits		SERPA Benefits		Postretirement Healthcare Benefits		Medicare Subsidy Receipts
2015	$	70,191	$	1,148	$	30,123	$	1,380
2016	$	71,110	$	4,064	$	28,455	$	—
2017	$	72,624	$	1,872	$	28,035	$	—
2018	$	74,515	$	1,793	$	26,964	$	—
2019	$	77,117	$	2,432	$	26,009	$	—
2020-2024	$	454,102	$	16,577	$	128,686	$	—

Defined Contribution Plans:

The Company has various defined contribution benefit plans that in total cover substantially all full-time employees. Employees can make voluntary contributions in accordance with the provisions of their respective plan, which includes a 401(k) tax deferral option. The Company expensed $18.1 million, $14.9 million and $15.3 million for Company contributions during 2014, 2013 and 2012, respectively.

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Employee Benefit Plans And Other Postretirement Benefits (Schedule Of Expected Benefit Payments And Medicare Subsidy Receipts For Next Five Years And Thereafter) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Prescription Drug Subsidy Receipts, Fiscal Year Maturity [Abstract]
Medicare subsidy receipts in 2013	$ 1,380
Medicare subsidy receipts in 2014	0
Medicare subsidy receipts in 2015	0
Medicare subsidy receipts in 2016	0
Medicare subsidy receipts in 2017	0
Medicare subsidy receipts in 2018-2022	0
Pension Plan Assets [Member]
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected benefit payments in 2013	70,191
Expected benefit payments in 2014	71,110
Expected benefit payments in 2015	72,624
Expected benefit payments in 2016	74,515
Expected benefit payments in 2017	77,117
Expected benefit payments in 2018-2022	454,102
SERPA Benefits [Member]
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected benefit payments in 2013	1,148
Expected benefit payments in 2014	4,064
Expected benefit payments in 2015	1,872
Expected benefit payments in 2016	1,793
Expected benefit payments in 2017	2,432
Expected benefit payments in 2018-2022	16,577
Postretirement Healthcare Benefits [Member]
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
Expected benefit payments in 2013	30,123
Expected benefit payments in 2014	28,455
Expected benefit payments in 2015	28,035
Expected benefit payments in 2016	26,964
Expected benefit payments in 2017	26,009
Expected benefit payments in 2018-2022	$ 128,686