-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KIXcxi0iSz0CEWabxklE3q6pbXWXrfdtaKCms3ZwXyezhYjoaZHuPT+lXblpvTjv pI/EgATfczomZQ/ZaY5KGA== 0000897069-06-001244.txt : 20060505 0000897069-06-001244.hdr.sgml : 20060505 20060505144720 ACCESSION NUMBER: 0000897069-06-001244 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060326 FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 391382325 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09183 FILM NUMBER: 06812454 BUSINESS ADDRESS: STREET 1: 3700 W JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 BUSINESS PHONE: 4143424680 10-Q 1 cmw2158.htm QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(X)	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 26, 2006

( )	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 or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
3700 West Juneau Avenue, Milwaukee, Wisconsin	53208
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code) (414) 342-4680

None

(Former name, former address and former

fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer (X) Accelerated filer ( ) Non-accelerated filer ( )

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Outstanding as of April 27, 2006: 268,647,706 shares

HARLEY-DAVIDSON, INC.

Form 10-Q Index For
the Quarter Ended March 26, 2006

		Page
Part I.	Financial Information
Item 1.	Consolidated Financial Statements
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6-12
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	13-25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	26
Part II.	Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30
Signatures		31
Exhibit Index		32

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Harley-Davidson, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

	Three months ended
	March 26, 2006		March 27, 2005
Net revenue	$	1,285,090	$	1,235,464
Cost of goods sold		791,876		771,181

Gross profit		493,214		464,283
Financial services income		95,901		88,812
Financial services expense		44,270		35,253

Operating income from financial services		51,631		53,559
Selling, administrative and engineering expense		185,659		172,700

Income from operations		359,186		345,142
Investment income and other, net		7,317		7,129

Income before provision for income taxes		366,503		352,271
Provision for income taxes		131,940		125,056

Net income	$	234,563	$	227,215

Earnings per common share:
Basic	$	0.86	$	0.78
Diluted	$	0.86	$	0.77
Cash dividends per common share	$	0.18	$	0.125

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

Harley-Davidson, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

	March 26, 2006		December 31, 2005		March 27, 2005
	(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	196,464	$	140,975	$	200,379
Marketable securities		915,434		905,197		1,184,148
Accounts receivable, net		148,561		122,087		146,199
Finance receivables held for sale		131,389		299,373		222,802
Finance receivables held for investment, net		1,546,417		1,342,393		1,386,665
Inventories		256,788		221,418		246,875
Other current assets		103,953		113,794		93,216

Total current assets		3,299,006		3,145,237		3,480,284
Finance receivables held for investment, net		625,664		600,831		531,250
Property, plant and equipment, net		992,328		1,011,612		1,008,591
Prepaid pension costs		356,791		368,165		151,877
Goodwill		56,892		56,563		58,437
Other assets		69,166		72,801		75,334

	$	5,399,847	$	5,255,209	$	5,305,773

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	334,840	$	270,614	$	292,033
Accrued expenses and other liabilities		506,836		397,525		509,492
Current portion of finance debt		93,610		204,973		264,360

Total current liabilities		935,286		873,112		1,065,885
Finance debt		1,000,000		1,000,000		800,000
Postretirement healthcare benefits		64,573		60,975		51,297
Other long-term liabilities		235,400		237,517		117,754
Commitments and contingencies (Note 8)
Total shareholders’ equity		3,164,588		3,083,605		3,270,837

	$	5,399,847	$	5,255,209	$	5,305,773

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

Harley-Davidson, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

	Three months ended
	March 26, 2006			March 27, 2005
Cash flows from operating activities:
Net income	$	234,563		$	227,215
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation		54,232			53,325
Provision for long-term employee benefits		24,482			12,112
Provision for share-based payments		5,289			7,020
Gain on current year securitizations		(8,647	)		(19,201	)
Net change in wholesale finance receivables		(201,948	)		(191,108	)
Origination of retail finance receivables held for sale		(604,924	)		(527,040	)
Collections on retail finance receivables held for sale		25,749			30,754
Proceeds from securitization of retail finance receivables		723,234			721,974
Contributions to pension and postretirement plans		(2,726	)		(109,000	)
Other, net		1,553			(2,787	)
Net changes in current assets and current liabilities		114,344			74,098

Total adjustments		130,638			50,147

Net cash provided by operating activities		365,201			277,362
Cash flows from investing activities:
Capital expenditures		(36,017	)		(39,025	)
Origination of finance receivables held for investment		(82,456	)		(109,987	)
Collections on finance receivables held for investment		62,619			33,137
Collection of retained securitization interests		6,960			26,330
Purchase of marketable securities		(231,773	)		(318,838	)
Sales and redemptions of marketable securities		222,147			468,683
Other, net		4,373			(2,365	)

Net cash (used) provided by investing activities		(54,147	)		57,935
Cash flows from financing activities:
Net decrease in finance-credit facilities and
commercial paper		(105,707	)		(222,642	)
Dividends paid		(48,955	)		(36,541	)
Purchase of common stock for treasury		(107,065	)		(175,796	)
Excess tax benefits from share-based payments		1,098			5,699
Issuance of common stock under employee
stock option plans		5,064			19,203

Net cash used by financing activities		(255,565	)		(410,077	)
Net increase (decrease) in cash and cash equivalents		55,489			(74,780	)
Cash and cash equivalents:
At beginning of period		140,975			275,159

At end of period	$	196,464		$	200,379

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

HARLEY-DAVIDSON, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1 – Basis of Presentation and Use of Estimates

The condensed interim consolidated financial statements included herein have been prepared by Harley-Davidson, Inc. (the “Company”) without audit. Certain information and footnote disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission and U.S. generally accepted accounting principles for interim financial information. However, the foregoing statements contain all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of Company management, necessary to present fairly the condensed consolidated balance sheets as of March 26, 2006 and March 27, 2005 and the condensed consolidated statements of income and the condensed consolidated statements of cash flows for the three-month periods ended March 26, 2006 and March 27, 2005. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

Note 2 – Additional Balance Sheet and Cash Flow Information

The Company values its inventories at the lower of cost or market, principally using the last-in, first-out (LIFO) method, or market. Inventories consist of the following (in thousands):

	March 26, 2006		December 31, 2005		March 27, 2005
Components at the lower of first-in, first-out
(FIFO) cost or market:
Raw materials and work-in-process	$	86,682	$	90,955	$	75,921
Motorcycle finished goods		103,587		73,736		88,215
Part and accessories and general merchandise		90,809		80,017		105,118

		281,078		244,708		269,254
Excess of FIFO over LIFO		24,290		23,290		22,379

	$	256,788	$	221,418	$	246,875

Net changes in current assets and liabilities included in the statement of cash flows to adjust net income to net cash provided by operating activities was comprised of the following (in thousands):

	Three months ended
	March 26, 2006			March 27, 2005
Accounts receivable, net	($	25,710	)	($	24,866	)
Finance receivables - accrued interest and other		169			2,896
Inventories		(33,849	)		(19,982	)
Accounts payable and accrued expenses		167,583			109,526
Other		6,151			6,524

	$	114,344		$	74,098

Note 3 – Product Warranty

The Company provides a standard two-year limited warranty on all new motorcycles sold. The warranty coverage for the retail customer includes parts and labor and begins when the motorcycle is sold to a retail customer. The Company maintains reserves for future warranty claims using an estimated cost per unit sold, which is based on historical Company claim information. Changes in the Company’s warranty liability were as follows (in thousands):

	Three months ended
	March 26, 2006			March 27, 2005
Balance, beginning of period	$	34,319		$	39,998
Warranties issued during the period		10,201			9,209
Settlements made during the period		(8,765	)		(5,842	)
Changes to the liability for pre-existing
warranties during the period		8,517			(2,540	)

Balance, end of period	$	44,272		$	40,825

During the three months ended March 26, 2006, the liability related to warranties issued prior to December 31, 2005 was adjusted to reflect an increase in the estimated cost associated with the second year of the Company’s two-year warranty plan. Beginning with shipments of 2004 model year motorcycles, the Company extended its warranty coverage from one year to two years. The Company has determined, based on actual second year claims data that is now available, that the cost associated with extending the warranty period is higher than originally anticipated.

Note 4 – Business Segments

The Company operates in two business segments: Motorcycles & Related Products (Motorcycles) and Financial Services (Financial Services). The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately based on the fundamental differences in their operations. Selected segment information is set forth below (in thousands):

	Three months ended
	March 26, 2006		March 27, 2005
Net revenue	$	1,285,090	$	1,235,464
Gross profit		493,214		464,283
Operating expenses		180,902		165,426

Operating income from Motorcycles and Related Products		312,312		298,857
Financial Services income		95,901		88,812
Financial Services expense		44,270		35,253

Operating income from Financial Services		51,631		53,559
Corporate expenses		4,757		7,274

Income from operations	$	359,186	$	345,142

Note 5 – Earnings Per Share

The following table sets forth the computation for basic and diluted earnings per share (in thousands, except per share amounts):

	Three months ended
	March 26, 2006		March 27, 2005
Numerator
Net income used in computing basic and diluted
earnings per common share	$	234,563	$	227,215

Denominator
Denominator for basic earnings per common share -
weighted-average common shares		272,966		293,148
Effect of dilutive securities - employee
stock options and nonvested stock		657		1,013

Denominator for diluted earnings per common share -
adjusted weighted-average common shares outstanding		273,623		294,161

Basic earnings per common share	$	0.86	$	0.78
Diluted earnings per common share	$	0.86	$	0.77

Outstanding options to purchase 3.2 million shares of common stock were not included in the Company’s computation of dilutive securities for the quarter ended March 26, 2006 because the exercise price was greater than the market price and therefore the effect would have been anti-dilutive.

Note 6 – Comprehensive Income

The following table sets forth the reconciliation of net income to comprehensive income (in thousands):

	Three months ended
	March 26, 2006			March 27, 2005
Net income	$	234,563		$	227,215
Foreign currency translation adjustments		1,104			(5,173	)
Changes in net unrealized gains and losses, net of tax:
Retained securitization interest		(8,641	)		(1,143	)
Derivative financial instruments		(2,044	)		13,690
Marketable securities		378			(1,805	)

Comprehensive income	$	225,360		$	232,784

Note 7 – Employee Benefit Plans

The Company has several defined benefit pension plans and postretirement healthcare benefit plans (Retirement Plans), which cover substantially all employees of the Motorcycles segment. The Company also has unfunded supplemental employee retirement plan agreements (SERPA) with certain employees which were instituted to replace benefits lost under the Tax Revenue Reconciliation Act of 1993. Components of net periodic benefit costs were as follows (in thousands):

	Three months ended
	March 26, 2006			March 27, 2005
Pension and SERPA Benefits
Service cost	$	12,190		$	10,093
Interest cost		13,110			12,486
Expected return on plan assets		(19,104	)		(15,641	)
Amortization of unrecognized prior service cost		1,749			1,759
Amortization of unrecognized net loss		4,389			3,265

Net periodic benefit cost	$	12,334		$	11,962

Postretirement Healthcare Benefits
Service cost	$	3,236		$	2,634
Interest cost		4,019			3,685
Expected return on plan assets		(2,278	)		(1,108	)
Amortization of unrecognized prior service cost		(281	)		(329	)
Amortization of unrecognized net loss		1,629			1,248

Net periodic benefit cost	$	6,325		$	6,130

During 2006, the Company expects to continue its practice of funding the SERPA and postretirement healthcare plans in amounts equal to benefits paid during the year. During 2006, the Company does not expect to make contributions to further pre-fund its pension and postretirement plans.

Note 8 – 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.

Shareholder Lawsuits:

A number of shareholder class action lawsuits were filed between May 18, 2005 and July 1, 2005 in the United States District Court for the Eastern District of Wisconsin against the Company and some or all of the following Company officers: Jeffrey L. Bleustein, James M. Brostowitz, Jon R. Flickinger, John A. Hevey, Ronald M. Hutchinson, Gail A. Lione, James A. McCaslin, W. Kenneth Sutton, Jr., Donna F. Zarcone and James L. Ziemer. The complaints allege securities law violations and seek unspecified damages relating generally to the Company’s April 13, 2005 announcement that it was reducing short-term production growth and planned increases of motorcycle shipments from 317,000 units in 2004 to a new 2005 target of 329,000 units (compared to its original target of 339,000 units). On February 14, 2006, the court ordered the actions consolidated and appointed Lead Plaintiffs and Co-Lead Plaintiffs’ Counsel.

Three shareholder derivative lawsuits were filed in the United States District Court for the Eastern District of Wisconsin on June 3, 2005, October 25, 2005 (this lawsuit was later voluntarily dismissed) and December 2, 2005 and two shareholder derivative lawsuits were filed in Milwaukee County Circuit Court on July 22, 2005 and November 16, 2005 against some or all of the following directors and officers of the Company: Jeffrey L. Bleustein, James L. Ziemer, James M. Brostowitz, Barry K. Allen, Richard I. Beattie, George H. Conrades, Judson C. Green, Donald A. James, Sara L. Levinson, George L. Miles, Jr., James A. Norling, James A. McCaslin, Donna F. Zarcone, Jon R. Flickinger, Gail A. Lione, Ronald M. Hutchinson, W. Kenneth Sutton, Jr., and John A. Hevey. The lawsuits also name the Company as a nominal defendant. In general, the shareholder derivative complaints include factual allegations similar to those in the class action complaints and allegations that officers and directors breached their fiduciary duties to the Company. On February 14, 2006, the state court consolidated the two state court derivative actions and on February 15, 2006, the federal court consolidated the federal derivative lawsuits with the securities and ERISA (see below) actions for administrative purposes.

On July 11, 2005, the staff of the Enforcement Division of the United States Securities and Exchange Commission (“SEC”) advised the Company that it is inquiring into matters relating generally to the Company’s April 13, 2005 announcement and certain allegations contained in the shareholder complaints. The Company is cooperating with the SEC.

On August 25, 2005, a class action lawsuit alleging violations of the Employee Retirement Income Security Act (“ERISA”) was filed in the United States District Court for the Eastern District of Wisconsin against the Company, the Administrative Committee of Harley-Davidson, Inc., and the following Company employees, officers, and directors: Harold A. Scott, James M. Brostowitz, James L. Ziemer, Gail A. Lione, Barry K. Allen, Richard I. Beattie, Jeffrey L. Bleustein, George H. Conrades, Judson C. Green, Donald A. James, Sara L. Levinson, George L. Miles, Jr., and James A. Norling. In general, the ERISA complaint includes factual allegations similar to those in the shareholder class action lawsuits and alleges on behalf of participants in certain Harley-Davidson retirement savings plans that the plan fiduciaries breached their ERISA fiduciary duties. As noted above, on February 15, 2006, the court ordered the ERISA action consolidated with the federal derivative and securities actions for administrative purposes.

The Company believes the allegations against all of the defendants in the lawsuits against the Company are without merit and it intends to vigorously defend against them. Since all of these matters are in the preliminary stages, the Company is unable to predict the scope or outcome or quantify their eventual impact, if any, on the Company. At this time the Company is also unable to estimate associated expenses or possible losses. The Company maintains insurance that may limit its financial exposure for defense costs and liability for an unfavorable outcome, should it not prevail, for claims covered by the insurance coverage.

Cam Bearing Lawsuit:

In January 2001, the Company, on its own initiative, notified each owner of 1999 and early-2000 model year Harley-Davidson motorcycles equipped with Twin Cam 88® and Twin Cam 88B™ engines that the Company was extending the warranty for a rear cam bearing to 5 years or 50,000 miles. Subsequently, on June 28, 2001, a putative nationwide class action was filed against the Company in state court in Milwaukee County, Wisconsin, which was amended by a complaint filed September 28, 2001. The complaint alleged that this cam bearing is defective and asserted various legal theories. The complaint sought unspecified compensatory and punitive damages for affected owners, an order compelling the Company to repair the engines, and other relief. On February 27, 2002, the Company’s motion to dismiss the amended complaint was granted by the Court and the amended complaint was dismissed in its entirety. An appeal was filed with the Wisconsin Court of Appeals. On April 12, 2002, the same attorneys filed a second putative nationwide class action against the Company in state court in Milwaukee County, Wisconsin relating to this cam bearing issue and asserting different legal theories than in the first action. The complaint sought unspecified compensatory damages, an order compelling the Company to repair the engines and other relief. On September 23, 2002, the Company’s motion to dismiss was granted by the Court, the complaint was dismissed in its entirety, and no appeal was taken. On January 14, 2003, the Wisconsin Court of Appeals reversed the trial court’s February 27, 2002 dismissal of the complaint in the first action, and the Company petitioned the Wisconsin Supreme Court for review. On March 26, 2004, the Wisconsin Supreme Court reversed the Court of Appeals and dismissed the remaining claims in the action. On April 12, 2004, the same attorneys filed a third action in the state court in Milwaukee County, on behalf of the same plaintiffs from the action dismissed by the Wisconsin Supreme Court. This third action was dismissed by the court on July 26, 2004. In addition, the plaintiffs in the original case moved to reopen that matter and amend the complaint to add new causes of action. On September 9, 2004, Milwaukee County Circuit Court refused to allow the reopening or amendment. Plaintiffs again appealed to the Wisconsin Court of Appeals, and on December 13, 2005, the Court of Appeals again reversed the trial court. On January 12, 2006, the Company filed a petition for review with the Wisconsin Supreme Court, which was granted, and the Wisconsin Supreme Court will hear this latest appeal. The Company believes that the 5-year/50,000 mile warranty extension it announced in January 2001 adequately addressed the condition for affected owners, and the Company intends to continue to vigorously defend this matter.

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. 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.

In February 2002, the Company was advised by the U.S. Environmental Protection Agency (EPA) that it considers some of the Company’s remediation activities at the York facility to be subject to the EPA’s corrective action program under the Resource Conservation and Recovery Act (RCRA) and offered the Company the option of addressing corrective action under a RCRA facility lead agreement. In July 2005, the York facility was designated as the first site in Pennsylvania to be addressed under the “One Cleanup Program.” The program provides a more streamlined and efficient oversight of voluntary remediation by both PADEP and EPA and will be carried out consistent with the Agreement with the Navy. As a result, the RCRA facility lead agreement has been superseded.

Although the RI/FS is still under way and substantial uncertainty exists concerning the nature and scope of the additional environmental investigation and remediation that will ultimately be required at the York facility, the Company estimates that its share of the future Response Costs at the York facility will be approximately $6.0 million. The Company has established reserves for this amount, which are included in Accrued Expenses and Other Liabilities in the Consolidated Balance Sheets.

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 related to the remediation of soil are expected to be incurred over a period of several years ending in 2010. Response Costs related to ground water remediation may continue for some time beyond 2010. However, these Response Costs are expected to be much lower than those related to the remediation of soil.

Under the terms of the sale of the Commercial Vehicles Division in 1996, the Company has agreed to indemnify Utilimaster Corporation, until 2008, for certain claims related to environmental contamination present at the date of sale, up to $20.0 million. Based on the environmental studies performed the Company does not expect to incur any material expenditures under this indemnification.

Product Liability Matters:

Additionally, 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 will not have a material adverse effect on the Company’s consolidated financial statements.

Note 9 – Reclassifications

Prior to December 31, 2005 finance receivables held for sale were not separately classified in the balance sheet; therefore, prior period balances have been reclassified to conform to the current year presentation. In addition, cash flows relating to finance receivables held for sale, which were previously reported in cash flows from investing activities, have been reclassified to cash flows from operating activities to conform to the current year presentation. As a result of the reclassifications, net cash provided by operating activities increased by $225.7 million during the period ended March 27, 2005 offset by a decrease in net cash provided by investing activities in the same amount.

Certain other prior year amounts relating to prepaid pension costs and other assets have also been reclassified to conform to the current year presentation.

Item 2. 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), Buell Motorcycle Company and Harley-Davidson Financial Services (HDFS). Harley-Davidson Motor Company produces heavyweight motorcycles and offers a complete line of motorcycle parts, accessories, apparel and general merchandise. Harley-Davidson Motor Company manufactures five families of motorcycles: Touring, Dyna™, Softail^®, VRSC™ and Sportster^®. Buell Motorcycle Company produces sport motorcycles, including seven twin-cylinder XB models and the single-cylinder Buell^® Blast^®. Buell also offers a line of motorcycle parts, accessories, apparel and general merchandise. HDFS provides wholesale and retail financing and insurance programs primarily to Harley-Davidson/Buell dealers and customers.

Overview⁽¹⁾

The Company’s net revenue for the first quarter of 2006 was $1.29 billion, up 4.0% over the same quarter last year, due primarily to a 3.6% increase in shipments of Harley-Davidson^® motorcycles over the first quarter of 2005. Net income and diluted earnings per share also grew during the first quarter of 2006, with increases over the prior year quarter of 3.2% and 11.7%, respectively. The increase in diluted earnings per share includes the benefit of fewer weighted average shares outstanding when compared to the same quarter last year. The decrease in weighted-average shares outstanding was driven primarily by the Company’s repurchase of 20.6 million shares of common stock that occurred during 2005.

The Company’s independent dealer network also reported increases in retail motorcycle unit sales during the first quarter of 2006. Through the first three months of 2006, worldwide retail sales of Harley-Davidson motorcycles were up 6.9% over the same period last year. In the United States, retail sales of Harley-Davidson motorcycles grew 5.8% during the quarter. Internationally, retail sales were up 11.6% over the first quarter of 2005 with increases in Europe and Japan of 6.6% and 16.3%, respectively. Retail sales data is compiled by the Company from sales and warranty registrations provided by the Company’s independent dealers.

The Company’s wholesale shipment target for the second quarter of 2006 is 78,000 Harley-Davidson 2006 model year motorcycles. The Company is also planning to produce 13,000 Harley-Davidson 2007 model year motorcycles during the second quarter. The Company is planning to begin production of its 2007 model year motorcycles in the later part of the second quarter to prepare for the new 2007 model introduction in mid-July 2006; however, these 2007 motorcycles will not be shipped to dealers until the third quarter of 2006. The Company’s wholesale shipment target for calendar year 2006 remains between 348,000 and 352,000 Harley-Davidson motorcycles. The Company believes that the prospects for retail growth remain strong and support a wholesale unit growth rate in the range of 5 to 9 percent annually and an annual EPS growth rate of 11% to 17%.

⁽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 “Cautionary Statements” included in this report, and in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. 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 (May 5, 2006), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Over the last several years, the Company has been working to increase the availability of its motorcycles at dealers to improve the customer experience. The Company believes that increased availability leads to independent dealers providing wider selections of motorcycles at manufacturer’s suggested retail prices and, as a result, the Company is better positioned to attract retail buyers that are new to the brand or new to the sport of motorcycling. The Company understands that improving the availability of its motorcycles to customers results in retail purchases that will track more closely with the riding season, requiring the Company and its independent dealers to balance the economies of level production with a more seasonal retail sales pattern.

Results of Operations for the Three Months Ended March 26, 2006
Compared to the Three Months Ended March 27, 2005

The “% Change” figures included in this section have been calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented.

Overall

For the quarter ended March 26, 2006, net revenue totaled $1.29 billion, a $49.6 million or 4.0% increase over the same period last year. Net income for the first quarter of 2006 was $234.6 million compared to $227.2 million in the first quarter of 2005, an increase of 3.2%. Diluted earnings per share for the first quarter of 2006 was $0.86 representing an 11.7% increase over 2005 first quarter diluted earnings per share of $0.77. Diluted earnings per share during the first quarter of 2006 were positively impacted by a decrease in the weighted-average shares outstanding, which were 273.6 million in the first quarter of 2006 compared to 294.2 million in the same quarter last year. The decrease in weighted-average shares outstanding was driven primarily by the Company’s repurchase of 20.6 million shares of common stock that occurred during 2005. The Company’s share repurchases are discussed in further detail under “Liquidity and Capital Resources.”

Motorcycle Unit Shipments & Net Revenue

The following table includes wholesale motorcycle unit shipments and net revenue for the Motorcycles segment for the three months ended March 26, 2006 and March 27, 2005 (dollars in millions):

	2006		2005		Increase (Decrease)
Motorcycle Unit Shipments
Touring motorcycle units		27,537		25,071		2,466		9.8	%
Custom motorcycle units*		35,794		34,286		1,508		4.4	%
Sportster motorcycle units		16,175		17,359		(1,184	)	-6.8	%

Harley-Davidson motorcycle units		79,506		76,716		2,790		3.6	%
Buell motorcycle units		3,037		2,469		568		23.0	%

Total motorcycle units		82,543		79,185		3,358		4.2	%

Net Revenue
Harley-Davidson motorcycles	$	1,008.5	$	979.0	$	29.5		3.0	%
Buell motorcycles		24.1		20.1		4.0		19.9	%

Total motorcycles		1,032.6		999.1		33.5		3.4	%
Parts & Accessories		182.9		176.9		6.0		3.4	%
General Merchandise		68.6		59.5		9.1		15.3	%
Other		1.0		0.0		1.0		N/M

Net revenue	$	1,285.1	$	1,235.5	$	49.6		4.0	%

* Custom motorcycle units, as used in this table, include Softail, Dyna, VRSC and other custom models.

During the first quarter of 2006, Harley-Davidson motorcycle revenue was up 3.0% from the same quarter last year due primarily to an increase in Harley-Davidson motorcycle shipments of 2,790 units. Harley-Davidson motorcycle revenue also received a modest benefit during the first quarter of 2006 from favorable changes in product mix and higher wholesale prices on its 2006 model year motorcycles. However, the positive revenue impact related to mix and pricing was more than offset by unfavorable changes in foreign currency exchange rates. During the first quarter of 2006, unfavorable changes in foreign currency exchange rates, related primarily to European currencies, resulted in approximately $13.3 million of lower revenue when compared to the same period last year.

During the first quarter of 2006, net revenue from Parts and Accessories (P&A) was up 3.4% over the first quarter of 2005. General Merchandise revenue during the first quarter of 2006 was up 15.3% over the same period last year. On a long-term basis, the Company continues to expect that the growth rate for P&A revenue will be slightly higher than the growth rate for Harley-Davidson motorcycle units and that the growth rate for General Merchandise revenue will be lower than the growth rate for Harley-Davidson motorcycle units.⁽¹⁾

Harley-Davidson Motorcycle Retail Sales

The Company sells its motorcycles at wholesale to an independent network of distributors and dealers who in turn sell the Company’s products at retail. Worldwide retail sales of Harley-Davidson motorcycles grew 6.9% during the first quarter of 2006 over the same period last year. Retail sales of Harley-Davidson motorcycles increased 5.8% in the United States and 11.6% internationally, when compared to the first quarter of 2005. On an industry-wide basis, the heavyweight (651+cc) portion of the market was up 6.9% in the United States and 4.6% in Europe when compared to the first quarter of 2005. The following table includes retail unit sales of Harley-Davidson motorcycles for first quarters of 2006 and 2005 (units in thousands):

Harley-Davidson Motorcycle Retail Sales ^(a)
Heavyweight (651+cc)

	2006		2005		Change
United States		56.8		53.7		5.8	%
Europe ^(b)		6.9		6.5		6.6	%
Japan		2.5		2.1		16.3	%
Canada		1.8		1.9		-7.1	%
All other markets		3.5		2.6		34.4	%

Total Retail Sales		71.5		66.8		6.9	%

(a)

Data source for retail sales figures shown above is sales and warranty registrations 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)

Europe retail sales includes sales in Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

The following table includes industry retail motorcycle registration data through the month indicated (units in thousands):

Motorcycle Industry Retail RegistrationsHeavyweight
(651+cc)

	2006		2005		Change
United States ^(a)		109.1		102.0		6.9	%
Europe ^(b)		33.3		31.8		4.6	%

(a)

U.S. data provided by the Motorcycle Industry Council through March.

(b)

Europe data provided by Giral S.A., includes retail sales in Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom through February.

Gross Profit

Gross profit was $493.2 million for the Motorcycles segment in the first quarter of 2006, an increase of $28.9 million or 6.2% over the same quarter last year. Gross margin for the first quarter of 2006 was 38.4% compared to 37.6% in the first quarter of 2005. During the first quarter of 2006, the increase in gross margin was driven by foreign currency hedging and transaction gains, wholesale price increases and a favorable motorcycle product mix.

Financial Services

The following table includes the condensed statements of operations for the Financial Services segment (which consists of HDFS) for the three months ended March 26, 2006 and March 27, 2005 (in millions):

	2006		2005		Increase (Decrease)			% Change
Interest income	$	42.4	$	34.0	$	8.4			24.6	%
Income from securitizations		28.7		37.0		(8.3	)		-22.4	%
Other income		24.8		17.8		7.0			39.3	%

Financial services income		95.9		88.8		7.1			8.0	%
Interest expense		15.1		8.9		6.2			69.6	%
Operating expenses		29.2		26.3		2.9			10.7	%

Financial services expense		44.3		35.2		9.1			25.6	%

Operating income from financial services	$	51.6	$	53.6	($	2.0	)		-3.6	%

During the first quarter of 2006, interest income benefited from higher average wholesale outstanding receivables and higher wholesale lending rates as compared to the same period in 2005. The increase in other income was primarily due to an increase in securitization servicing income and revenues from insurance commissions and related products. Interest expense was higher in the first quarter of 2006 due to increased borrowings to support higher average outstanding receivables and higher borrowing costs as compared to 2005.

Income from securitizations in the first quarter of 2006 was lower as compared to the first quarter of 2005 due to lower gains on 2006 securitization transactions, partially offset by an increase in income on the investment in retained securitization interests. During the first quarter of 2006, income on the investment in retained securitization interests was $20.1 million, an increase of $2.3 million over the first quarter of 2005, due primarily to higher income on prior years’ securitization transactions.

During the first quarter of 2006, HDFS sold $730.0 million in retail motorcycle loans through a securitization transaction resulting in a gain of $8.6 million. This compares with a gain of $19.2 million on $730.0 million of loans securitized during the first quarter of 2005. The 2006 gain as a percentage of loans sold was 1.2% as compared to 2.6% for 2005. The 2006 gain as a percentage of the amount of loans securitized was lower than the prior year due to rising market interest rates, increased credit losses on motorcycle loans and the competitive environment for motorcycle lending.

HDFS’ annualized losses on its managed retail motorcycle loans were 1.48% during the first quarter of 2006 compared to 1.38% during the first quarter of 2005. Managed retail loans include loans held by HDFS which are retained on the balance sheet as well as those sold through securitization. The increase in losses was due to lower recoveries, as a percentage of the outstanding loan balance, on repossessed motorcycles and a higher incidence of loss.

Over the long term, the Company expects that the Financial Services operating income growth rate will be slightly higher than the Company’s Harley-Davidson wholesale unit shipment growth rate.⁽¹⁾

Changes in the allowance for finance credit losses on owned finance receivables during the three months ended March 26, 2006 and March 27, 2005 were as follows (in millions):

	2006			2005
Balance, beginning of period	$	26.2		$	30.3
Provision for finance credit losses		2.7			(0.5	)
Charge-offs, net of recoveries		(1.4	)		(1.7	)

Balance, end of period	$	27.5		$	28.1

HDFS’ periodic evaluation of the adequacy of the allowance for credit losses is generally based on HDFS’ past loan loss experience, known and inherent risks in the portfolio, and current economic conditions. HDFS believes the allowance is adequate to cover the losses of principal and accrued interest in the existing portfolio.

Operating Expenses

The following table includes operating expenses for the Motorcycles segment and Corporate for the three months ended March 26, 2006 and March 27, 2005 (in millions):

	2006		2005		Increase (Decrease)			% Change
Motorcycles and Related Products	$	180.9	$	165.4	$	15.5			9.4	%
Corporate		4.8		7.3		(2.5	)		-34.2	%

Total operating expenses	$	185.7	$	172.7	$	13.0			7.5	%

The increase in operating expenses during the first quarter of 2006 was driven primarily by a higher provision for future warranty costs associated with the Company’s two-year warranty plan (see Note 3 of the Notes to Condensed Consolidated Financial Statements).

Corporate expenses during the first quarter of 2006 were lower than in the same period last year due to a decrease in executive stock compensation expense. During the first quarter of 2005, stock compensation expense was higher primarily as a result of the accelerated amortization of expense for stock awards granted to the Company’s former Chief Executive Officer.

Total operating expenses, which include selling, administrative and engineering expenses, were 14.4% and 14.0% of net revenue for the first quarters of 2006 and 2005, respectively.

Provision for income taxes

The Company’s effective income tax rate for the first quarter of 2006 was 36.0% compared to 35.5% in the same quarter last year. This increase was due to the expiration of the federal research and development tax credit as of December 31, 2005. The Company expects its annual effective tax rate in 2006 to be 35.5%, assuming the retroactive reinstatement of this tax credit.⁽¹⁾

Other Matters

Commitments and Contingencies

Shareholder Lawsuits:

Cam Bearing Lawsuit:

Environmental Matters:

Product Liability Matters:

Liquidity and Capital Resources as of March 26, 2006

The Company’s financial condition and cash-generating capability are fundamental strengths and provide substantial flexibility in meeting the operating, investing and financing needs of the Company.⁽¹⁾ This flexibility allows the Company to pursue its growth strategies and to enhance shareholder value through repurchasing common stock and paying dividends. The Company also has a commercial paper program, credit facilities and debt instruments in place to support the ongoing cash requirements of HDFS.

Cash and Marketable Securities

Cash and marketable securities totaled $1.11 billion as of the end of the first quarter 2006 compared to $1.05 billion as of December 31, 2005. This increase was driven by cash flow from operations and includes the impact of cash outflows for common stock repurchases and an increased dividend payment, which are discussed in more detail below. The Company’s cash and cash equivalents are invested in short-term securities to provide for immediate operating cash needs. The Company also invests in marketable securities consisting primarily of investment-grade debt instruments such as corporate bonds and government backed securities with contractual maturities of approximately 1 year. Marketable securities also include auction rate securities which have contractual maturities of up to 30 years, but have interest re-set dates that occur every 90 days or less and can be actively marketed at ongoing auctions that occur every 90 days or less.

Operating Activities

The Company’s primary source of ongoing liquidity is cash flow from operations. The Company generated $365.2 million of cash from operating activities during the first quarter of 2006 compared to $277.4 million in the first quarter of 2005. In 2005, first quarter cash flows from operating activities included the impact of Company payments totaling $109.0 million to pre-fund pension and postretirement healthcare benefits.

The Company’s cash flow from operating activities includes cash flows related to finance receivables held for sale. Prior to December 2005, the Company classified the cash flow effects of finance receivables held for sale as an investing activity in its Statements of Cash Flows. All related 2005 first quarter amounts have been reclassified to conform to the current presentation. The effect of the reclassification on 2005 first quarter net cash provided by operating activities and net cash used in investing activities is summarized in Note 9 of the Notes to Condensed Consolidated Financial Statements.

During the first quarters of 2006 and 2005, HDFS originated $604.9 million and $527.0 million, respectively, of finance receivables held for sale. Collections on finance receivables held for sale and proceeds from the sale of finance receivables resulted in cash inflows of $749.0 million and $752.7 million during the first quarters of 2006 and 2005, respectively.

Investing Activities

Net cash used by investing activities was $54.1 million during the first three months of 2006, compared to a cash inflow of $57.9 million during the same period last year. The Company’s investing activities consist primarily of capital expenditures, net changes in finance receivables and net changes in marketable securities.

Capital expenditures were $36.0 million and $39.0 million during the first three months of 2006 and 2005, respectively. The Company estimates that total capital expenditures in 2006 will be in the range of $250 million to $275 million.⁽¹⁾ The Company anticipates it will have the ability to fund all capital expenditures in 2006 with internally generated funds.⁽¹⁾

Increases in marketable securities balances in 2006 resulted in a reduction to cash of $9.6 million during the first three months of 2006. Sales and redemptions of marketable securities net of purchases provided $149.8 million of cash during the first quarter of 2005.

During the first three months of 2006 and 2005, net changes in finance receivables held for investment resulted in investing cash outflows of $19.8 million and $76.9 million, respectively.

Financing Activities

The Company’s financing activities consist primarily of stock transactions, dividend payments and finance debt activity. Net cash used in financing activities during the first three months of 2006 and 2005 was $255.6 million and $410.1 million, respectively.

During the first quarter of 2006, the Company repurchased 2.1 million shares of its common stock at a total cost of $107.1 million. The Company repurchased these shares under a general authorization provided by the Company’s Board of Directors in April 2005 to buy back 20.0 million shares. A total of 17.9 million shares remained under this authorization as of March 26, 2006. The Company also has an authorization from the Company’s Board of Directors that is designed to provide the Company with continuing authority to repurchase shares to offset dilution caused by the exercise of stock options. Please see Part II, Item 2 Unregistered Sales of Equity Securities and Use of Proceeds for additional detail regarding the Company’s 2006 first quarter share repurchase activity and authorizations. During the first three months of 2005, the Company repurchased 2.9 million shares of its common stock at a total cost of $175.8 million. The Company repurchased 2.3 million shares under a general authorization provided by the Company’s Board of Directors in 2004. The remaining 0.6 million shares were repurchased under the Company’s continuing authority to repurchase shares to offset dilution caused by the exercise of stock options.

The Company paid dividends of $.18 per share at a total cost of $49.0 million during the first quarter of 2006, compared to dividends of $.125 per share totaling $36.5 million during the same period last year.

In addition to operating cash flow and proceeds from asset-backed securitizations, HDFS is financed by the issuance of commercial paper, borrowings under a revolving credit facility, medium-term notes, senior subordinated debt and borrowings from the Company. HDFS’ outstanding debt consisted of the following as of March 26, 2006 and March 27, 2005 (in millions):

	2006		2005
Commercial paper	$	314.4	$	483.1
Borrowings under credit facilities		169.7		164.7

		484.1		647.8
Medium-term notes		579.5		386.6
Senior subordinated debt		30.0		30.0

Total finance debt	$	1,093.6	$	1,064.4

Credit Facilities — HDFS has a $1.10 billion revolving credit facility (Global Credit Facility) due September 2009. Subject to certain limitations, HDFS has the option to borrow in various currencies. Interest is based on London interbank offered rates (LIBOR), European interbank offered rates or other short-term indices, depending on the type of advance. The Global Credit Facility is a committed facility and HDFS pays a fee for its availability.

Commercial Paper — Subject to limitations, HDFS may issue up to $1.10 billion of short-term commercial paper with maturities up to 365 days. Outstanding commercial paper may not exceed the unused portion of the Global Credit Facility. As a result, the combined total of commercial paper and borrowings under the Global Credit Facility was limited to $1.10 billion as of March 26, 2006.

Medium-Term Notes — HDFS has $400.0 million of 3.63% medium-term notes outstanding which are due in December 2008 and $200.0 million of 5.0% medium-term notes outstanding which are due in December 2010 (collectively referred to as “Notes”). The Notes provide for semi-annual interest payments and principal due at maturity. As of March 26, 2006, the Notes included a fair value adjustment that reduced the balance by $20.4 million, due to interest rate swap agreements designated as fair value hedges. The effect of the interest rate swap agreements is to convert the interest rate on a portion of the Notes from a fixed to a floating rate, which is based on 3-month LIBOR.

Senior Subordinated Debt — HDFS has $30.0 million of 10 year senior subordinated notes outstanding which are due in 2007.

Intercompany Borrowing — HDFS has a revolving credit line with the Company whereby HDFS may borrow up to $210.0 million from the Company at a market interest rate. As of March 26, 2006 and March 27, 2005, HDFS had no outstanding borrowings owed to the Company under this 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 certain financial covenants. Support may be provided at the Company’s option as capital contributions or loans. Accordingly, certain debt 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.

HDFS is subject to various operating and financial covenants related to the Global Credit Facility and the Notes and remained in compliance with all such covenants at March 26, 2006.

The Company expects that future activities of HDFS will be financed from funds internally generated by HDFS, the sale of loans through securitization programs, issuance of commercial paper and medium-term notes, borrowings under revolving credit facilities, advances or loans from the Company and subordinated debt.⁽¹⁾

Cautionary Statements

The Company’s ability to meet the targets and expectations noted in this Form 10-Q depends upon, among other factors, the Company’s ability to (i) continue to realize production efficiencies at its production facilities and manage operating costs including materials, labor and overhead; (ii) manage production capacity and production changes; (iii) manage supply chain issues; (iv) provide products, services and experiences that are successful in the marketplace; (v) develop and implement sales and marketing plans that retain existing customers and attract new customers in an increasingly competitive marketplace; (vi) sell all of its motorcycles and related products and services to its independent dealers and distributors; (vii) continue to develop the capacity of its distributor and dealer network; (viii) prepare for and manage changes resulting from requirements in legislative and regulatory environments for its products, services and operations; (ix) adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (x) adjust to worldwide economic and political conditions, including changes in fuel prices and interest rates; (xi) manage the credit quality and recovery rates of HDFS’s loan portfolio; (xii) retain and attract talented employees and (xiii) detect any defects in our motorcycles to minimize delays in new model launches, recall campaigns, increased warranty costs or litigation. In addition, the Company could experience delays in the operation of manufacturing facilities as a result of work stoppages, natural causes, terrorism or other factors. These risks, potential delays and uncertainties regarding the costs could also adversely impact the Company’s capital expenditure estimates (see “Liquidity and Capital Resources” section).

The Company’s ability to sell all of its motorcycles and related products and services also depends on the ability of the Company’s independent dealer network to sell them to retail customers. The Company depends on the capability 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 selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.

In addition, see “Risk Factors” under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 which includes a discussion of additional factors and a more complete discussion of some of the cautionary statements noted above.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Refer to the Company’s 2005 Annual Report on Form 10-K for the year ended December 31, 2005 for a complete discussion of the Company’s market risk. There have been no material changes to the market risk information included in the Company’s 2005 Annual Report on Form 10-K for the year December 31, 2005.

Item 4. Controls and Procedures

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 Quarterly Report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and 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 President and Chief Executive Officer and the Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.

Changes in internal control over financial reporting. There was no change in the Company’s internal control over financial reporting that occurred during the Company’s first quarter of 2006 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

Shareholder Lawsuits:

Cam Bearing Lawsuit:

Environmental Matters:

Product Liability Matters:

Item 1A. Risk Factors

Refer to Item 1A of the Company’s 2005 Annual Report on Form 10-K for the year ended December 31, 2005 for a discussion regarding risk factors relating to the Company. There have been no material changes to the risk factors included in Item 1A of the Company’s 2005 Annual Report on Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table contains detail related to the repurchase of common stock based on the date of trade during the quarter ended March 26, 2006:

2006 Fiscal Month	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 Be Purchased Under the Plans or Programs
Jan 1 to Jan 29	5	$52.93	--	22,975,667
Jan 30 to Feb 26	2,071,347	$51.69	2,071,300	20,992,953
Feb 27 to Mar 26	--	--	--	21,014,957

Total	2,071,352	$51.69	2,071,300

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 did not repurchase shares under this authorization during the first quarter ended March 26, 2006.

In addition, on April 30, 2005, 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. As of March 26, 2006, a total of 2,071,300 shares had been repurchased under this authorization.

The Harley-Davidson, Inc. 2004 Incentive Stock Plan permits participants to satisfy all or a portion of the 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 first quarter of 2006, the Company acquired 52 shares of common stock that were presented to the Company by employees to satisfy withholding taxes in connection with the vesting of nonvested (restricted) stock awards.

Item 6. Exhibits

Refer to the Exhibit Index on page 32 of this report.

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		HARLEY-DAVIDSON, INC.
	Date: May 5, 2006	/s/ Thomas E. Bergmann
		Thomas E. Bergmann
		Vice President and Chief Financial Officer
		(Principal Financial Officer)
	Date: May 5, 2006	/s/ James M. Brostowitz
		James M. Brostowitz
		Vice President and Treasurer
		(Principal Accounting Officer)

HARLEY-DAVIDSON, INC.
Exhibit Index to Form 10-Q

Exhibit
Number

10.1*

Form of Transition Agreement dated March 6, 2006 between the Registrant and Mr. Bergmann

10.2*

Form of Severance Benefits Agreement dated March 6, 2006 between the Registrant and Mr. Bergmann

31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a)

31.2	Chief Financial Officer Certification pursuant to Rule 13a-14(a)

32.1	Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C.ss.1350

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

EX-10.1 2 cmw2158d.htm TRANSITION AGREEMENT

Exhibit 10.1

TRANSITION AGREEMENT

AGREEMENT dated the 6th day of March, 2006 between Harley-Davidson, Inc., a Wisconsin corporation (the “Corporation”), and Thomas E. Bergmann (the “Executive”). Unless otherwise indicated, terms used herein and defined in Schedule A shall have the meanings assigned to them in Schedule A.

WHEREAS, the HDI Group desires to continue to attract and retain skilled and dedicated management employees, consistent with achieving the best possible price for its stockholders in any transition period or change in ownership and control of the Corporation;

WHEREAS, the Executive has specific duties and unique talents which are of benefit to the HDI Group both presently and in any transition period;

WHEREAS, the HDI Group and the Executive desire that the Executive be free of any conflict of interest with regard to the performance of the Executive’s duties in evaluating any proposed change in ownership or control;

NOW, THEREFORE, it is agreed as follows

1. The HDI Group currently employs the Executive as Vice President and Chief Financial Officer, Harley-Davidson, Inc. upon the terms and conditions currently reflected in the Executive’s personnel file or in various minutes of the Board.

2. This Agreement shall become effective on the date hereof and shall terminate on the second anniversary of the occurrence of a Change of Control Event; PROVIDED, HOWEVER, that no benefits shall be payable or accrue pursuant to this Agreement prior to the occurrence of a Change of Control Event.

3. During the two year period following a Change of Control Event, so long as the Executive remains employed by the HDI Group he shall devote his full time, attention, and energies to the business of the HDI Group and shall not engage in any other business activity whether or not such business activity is pursued for gain, profit, or other pecuniary advantage; but this shall not be construed as preventing the Executive from (a) investing the Executive’s assets in such form or manner as will not materially affect the Executive’s ability to perform his duties and obligations to the HDI Group; or (b) continuing to serve as a director of any corporation of which he was a director immediately prior to the Change of Control Event. The Executive agrees that once a Change of Control Event occurs he will not voluntarily terminate his employment with the HDI Group until ten days after such Change of Control Event has occurred.

4. The HDI Group agrees that following a Change of Control Event no termination of the Executive’s employment with the HDI Group will be effective, unless it provides the Executive ten days prior written notice of such termination; PROVIDED, HOWEVER, that any Termination by the Executive shall provide the HDI Group Employer with ten days prior written notice. The Executive may waive the notice requirement for the HDI Group.

5. The Executive recognizes and acknowledges that the list of the HDI Group’s customers, its product plans, forecasts and financial information, as well as other confidential information, as it may exist from time to time, is valuable, special, and unique asset of the HDI Group’s business. The Executive will not, during or after the term of the Executive’s employment, disclose any such information or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by the Executive of the provisions of this section, the HDI Group shall be entitled to an injunction restraining the Executive from disclosing, in whole or in part, this information. The HDI Group will be free to pursue any other remedies as may in its discretion be deemed appropriate under the circumstances.

6. Upon the happening of a Change of Control Event, the HDI Group agrees, while the Executive is employed hereunder, to continue the Compensation of the Executive at a level, comparable in the aggregate, to that immediately preceding the Change of Control Event.

7. (a) (i) The Executive shall be entitled to receive upon Termination a lump-sum payment equal to the product of three multiplied by the sum of:

(A) the Executive’s highest annual rate of salary during the five year period preceding the Executive’s termination of employment with the HDI Group;

(B) the highest annual bonus paid to or accrued for the benefit of the Executive during the five year period preceding the Executive’s termination of employment with the HDI Group under any bonus plan, program, or arrangement of the HDI Group which the HDI Group Employer maintains or has adopted; and

(C) the product of four times the last quarterly payment, prior to the Change of Control Event, paid to the Executive by the HDI Group, to the extent such payment was paid by the HDI Group in lieu of providing the Executive with various fringe benefits (the “Perquisite Payment”).

In addition, if Executive has attained age 55 prior to the date of Termination, the Executive shall receive an additional amount, in lieu of any post-retirement life insurance, equal to his annual base salary, at its then current rate.

(ii) In addition, the HDI Group shall, at the time the 10 day written notice prior to Termination is given, cause:

(A) the Executive to be fully and immediately vested in his accrued benefit and any minimum years of service requirement will be deemed to have been satisfied under: the Harley-Davidson Retirement Savings Plan for Salaried Employees, the Retirement Annuity Plan for Salaried Employees of Harley-Davidson, the Harley-Davidson Pension Benefit Restoration Plan, the Harley-Davidson Supplemental Executive Retirement Plan, and any other pension or retirement plan in which Executive was entitled to participate at the time of the Change of Control Event or at any time prior to Termination;

(B) all restricted stock awards made to the Executive to be fully and immediately vested;

(C) all stock options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan, as amended, and any successor or predecessor plan, to be fully vested and become immediately exercisable;

(D) all performance or other awards granted to the Executive pursuant to any HDI long-term incentive plan to be fully and immediately vested, as if all performance requirements have been satisfied; and

(E) the HDI Group Employer to pay to Executive an amount in respect of any bonus under a short-term incentive or other annual bonus plan of the HDI Group equal to the higher of (a) Executive’s target bonus for the year of Termination, or (b) the bonus Executive received in the year prior to the Change of Control Event, which amount shall be pro-rated by a fraction, the numerator of which is the number of days elapsed in the HDI Group’s fiscal year on the date of Termination and the denominator of which is 365.

(iii) The Executive will also receive, for a period of three years from the date of Termination:

(A) use of professional outplacement services by qualified consultants retained at the expense of the HDI Group Employer; and

(B) continued coverage under HDI Group hospital, medical, life, disability insurance and other welfare benefit plans.

(iv) Furthermore, unless the Perquisite Payment was substituted for the following, the Executive shall also receive a cash lump sum payment, calculated so as to equal the fair market value of three years of benefits, for:

(A) automobiles and vehicles (or allowance in respect thereof) to which he was entitled either prior to the Change of Control Event or prior to Termination; and

(B) all amounts in respect of club, association or similar fees and dues covering such Executive to which he was entitled either prior to the Change of Control Event or prior to Termination.

(v) The Executive shall also be entitled to all amounts earned or accrued through the date of Termination but not paid as of such date, including base salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the HDI Group during the period ending on the date of Termination, vacation pay, and sick leave (collectively, “Accrued Compensation”).

(vi) All amounts payable pursuant to this Section 7(a) of this Agreement shall be paid to the Executive within 10 days following the date of Termination and all other benefits provided pursuant this Section 7(a) shall be provided or begun, as the case may be, on the date of Termination.

(b) In the event the Executive’s employment shall be terminated due to death within the two year period following a Change of Control Event, for a period of one year following such termination (i) the HDI Group shall be obligated to make payments under then existing employee benefit programs, including, but not limited to, hospital, medical, life and disability insurance; and (ii) except as provided in (i) above, all payments under this Agreement shall cease, other than those payments which accrued, but were not yet paid, on the date of an event described in this Section 7(b). In addition, Executive shall also be entitled to all Accrued Compensation within 10 days of his date of termination.

(c) Nothing in this Agreement shall be construed to prevent the HDI Group Employer or the Board from terminating the Executive’s employment under this Agreement for Cause. Such termination shall relieve the HDI Group of its obligation to make any other payments under this Agreement, except those that may be payable under then existing employee benefit programs. In order for the Executive to be terminated for Cause, the existence of Cause must be determined by a written resolution adopted by the affirmative vote of not less than two-thirds of all the Continuing Directors, excluding for this purpose the Executive, or in the event there are no Continuing Directors, by a unanimous vote of all the Directors, at a meeting duly called and held for that purpose after reasonable notice to the Executive and opportunity for the Executive and his counsel to be heard. Any such determination shall require that the Continuing Directors (or the entire Board) find that in their reasonable good faith judgment the conduct which was the basis for the hearing in fact occurred and is sufficient to warrant a termination for Cause.

8. (a) If the Executive receives any payments under this Agreement from the HDI Group which are “excess parachute payments” taxed under Section 4999 of the Code, the HDI Group Employer will pay, pursuant to subsection (b) below, an amount sufficient to offset such tax effects.

(b) (i) In the event that the Executive becomes entitled to payments in connection with a Change of Control Event under this Agreement or otherwise (“the Payments”), if any of the Payments will be subject to the tax imposed by Section 4999 of the Code (the “Excise Tax”) (or any similar tax that may hereafter be imposed), the HDI Group Employer shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal and state income or other taxes and Excise Tax upon Gross-Up Payments provided for by this section, shall be equal to the Payment.

(ii) For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) any other payments or benefits received or to be received by the Executive in connection with a Change of Control Event shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the HDI Group’s independent auditors, and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such “excess parachute payments” (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (B) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (A), above), and (C) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the HDI Group’s independent auditors in accordance with the principles of Section 280G(b)(3) and (4) of the Code.

(iii) For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal and state income taxes at the highest marginal rate of federal and state income taxation in the calendar year in which the Gross-Up Payment is to be made.

(iv) A Gross-Up Payment and Tax Adjustment Amount, if any, under subsection (v) shall be paid not later than the fifth day following the Executive’s date of Termination; PROVIDED, HOWEVER, that if the amounts of such payment cannot be finally determined on or before such day, the HDI Group Employer shall pay to the Executive on such day an estimate, as determined in good faith by the HDI Group Employer of the minimum amount of such payments and shall pay the remainder of such payment (together with interest at the rate provided under Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but no later than the thirtieth day after the Executive’s date of Termination. Notwithstanding the foregoing, a Gross-Up Payment and a Tax Adjustment Amount, if any, shall be paid prior to Termination, if necessary, and the event prompting such payment shall be substituted for “Termination” in this subsection (iv) for purposes of determining the date by which payments must be made.

(v) In addition to the Gross-Up Payments under this Section 8, the HDI Group Employer shall pay to the Executive an additional amount (the “Tax Adjustment Amount”) in the event any portion of the Payments are taxed (for state or federal income tax purposes) at income tax rates higher than the highest marginal federal and state income tax rates otherwise applicable to the Executive without considering the Payments (“Base Income Tax Rates”), such that the net amount retained by the Executive, after deduction of state and federal income taxes at their respective actual rates and any state and federal income taxes upon the Tax Adjustment Amount provided by this subsection (v), shall be equal to the Payments less state and federal income taxes thereon calculated at the Base Income Tax Rates. In the event any payments are required under this subsection (v), they shall be included as “Payments” under subsections (a) and (b) of this Section 8.

(vi) The Executive shall notify the HDI Group in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the HDI Group of a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim and shall apprise the HDI Group of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which the Executive gives such notice to the HDI Group (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the HDI Group notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(A) give the HDI Group any information reasonably requested by the HDI Group relating to such claim;

(B) take such action in connection with contesting such claim as the HDI Group shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the HDI Group and reasonably satisfactory to the Executive;

(D) permit the HDI Group to participate in any proceedings related to such claim;

PROVIDED, HOWEVER, that the HDI Group shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(vii) The HDI Group shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the HDI Group shall determine; PROVIDED, HOWEVER, that if the HDI Group directs the Executive to pay such claim and sue for a refund, the HDI Group shall advance the amount of such payment to the Executive on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest and penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and PROVIDED, FURTHER, that if the Executive is required to extend the statute of limitation to enable the HDI Group to contest such claim, the Executive may limit this extension solely to such contested amount. The HDI Group’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the HDI Group without the Executive’s consent if such position or resolution could reasonably be expected to adversely affect the Executive (including any other tax position of the Executive unrelated to the matters covered hereby).

(viii) As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments and Tax Adjustment Amounts which will not have been made by the HDI Group should have been made (“Underpayment”), consistent with the calculation required to be made hereunder. In the event that the HDI Group exhausts its remedies and the Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the HDI Group shall determine the amount of the Underpayment (including any Tax Adjustment Amount) that has occurred and any such Underpayment shall promptly be paid by the HDI Group to or for the benefit of the Executive.

(ix) If, after the receipt by the Executive of an amount advanced by the HDI Group in connection with the contest of the Excise Tax claim, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the HDI Group the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the HDI Group in connection with an Excise Tax claim, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the HDI Group does not notify the Executive in writing of its intent to contest the denial of such refund prior to the expiration of 30 days after such determination, such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall be offset, to the extent thereof, by the amount of the Gross-Up Payment and the Tax Adjustment Amount.

9. The Executive agrees that during the term of his employment under this Agreement, he shall not, directly or indirectly, engage or participate in any business activity that is directly competitive with and likely to have a material adverse effect on the business of the HDI Group without prior written approval of the Board. In the event that, while employed by the HDI Group, the Executive engages in practices that are directly competitive and that are likely to have a material adverse effect on the HDI Group and the Executive fails to cease such competitive practices within 30 days after written notice is received from the Board, Executive shall be treated for purposes of this Agreement as terminated for Cause as of such 30th day.

10. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Milwaukee, Wisconsin or, at the option of the Executive, in the county where the Executive resides, in accordance with the Rules of the American Arbitration Association then in effect; PROVIDED, HOWEVER, that if the Executive institutes an action relating to this Agreement the Executive may, at his option, bring such action in a court of competent jurisdiction. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

11. The HDI Group shall pay all costs and expenses, including attorneys’ fees and disbursements, of the HDI Group and, at least monthly, the Executive, in connection with any legal services or proceedings (including, but not limited to, arbitration), whether or not instituted by the HDI Group or the Executive, relating to the interpretation or enforcement of any provision of this Agreement. The HDI Group also agrees to pay prejudgment interest on any money judgment obtained by the Executive as a result of such proceedings, calculated at the reference rate or prime rate, as the case may be, of First Wisconsin National Bank of Milwaukee as in effect from time to time from the date that payment should have been made to the Executive under this Agreement.

12. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the HDI Group and the Executive and their respective heirs, legal representatives, successors and assigns. If the HDI Group or any member of the HDI Group shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The HDI Group will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the HDI Group or any member of the HDI Group, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the HDI Group would be required to perform it if no such succession had taken place. The provisions of this Section 12 shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation or transfer of assets of such subsequent employer.

13. The HDI Group Employer will indemnify the Executive against expenses (including attorney’s fees), amounts paid in settlement (whether with or without court approval), judgments and fines actually and reasonably incurred by him in connection with a threatened or actual action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the HDI Group, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful, (and the HDI Group Employer will advance expenses for the Executive) if he becomes a party or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigation (if not by or in the right of the HDI Group Employer) by reason of the fact that he is or was a director, officer, employee or agent of the HDI Group or is or was serving at the request of the HDI Group as a director, officer, employee or agent or in any other capacity or in another corporation, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, to the fullest extent permitted by the HDI Group Employer’s Articles of Incorporation and By-Laws.

14. Any provision of this Agreement which is held to be unenforceable or invalid in any respect in any jurisdiction shall be ineffective in such jurisdiction to the extent that it in unenforceable or invalid without affecting the remaining provisions hereof, which shall continue in full force and effect. The unenforceability or invalidity of a provision of this Agreement in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and to be performed therein, without regard to conflict of law principles.

16. This instrument contains the entire agreement of the parties, and supersedes any earlier agreement between them, relative to a transition period or termination in the event of a Change of Control Event. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. Notwithstanding anything in this Agreement to the contrary, the Corporation may unilaterally amend this Agreement to make changes that the Corporation reasonably determines are necessary or appropriate for purposes of causing this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code and regulations proposed or promulgated thereunder, so long as the Corporation makes the same changes to corresponding agreements to which other Corporation executives are parties.

17. The Executive shall not be required to mitigate damages or the amount of any payment to the Executive provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer after Termination.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	HARLEY-DAVIDSON, INC.
	By: /s/ James L. Ziemer
	James L. Ziemer
	President and Chief Executive Officer
	ATTEST:
	/s/ Gail A. Lione
	Gail A. Lione
	Vice President, General Counsel and Secretary
	EXECUTIVE:
	/s/ Thomas E. Bergmann
	Thomas E. Bergmann

Schedule A

CERTAIN DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“BASE INCOME TAX RATES” shall have the meaning ascribed to it in Section 8(b)(v) of the Agreement.

“BOARD” means the Corporation’s board of directors.

“CAUSE” means the commission by the Executive of one or more acts for which the Executive is convicted of a felony under United States federal, state or local criminal law, or willful and gross misconduct on the part of the Executive that is materially and demonstrably detrimental to the HDI Group taken as a whole.

“CHANGE OF CONTROL EVENT” means any one of the following: (a) Continuing Directors no longer constitute at least 2/3 of the Directors; (b) any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934), together with its affiliates, become the beneficial owner, directly or indirectly, of 20% or more of the Corporation’s then outstanding Common Stock or 20% of more of the voting power of the Corporation’s then outstanding securities entitled generally to vote for the election of the Corporation’s Directors; (c) the approval by the Corporation’s stockholders of the merger or consolidation of the Corporation with any other corporation, the sale of substantially all of the assets of the Corporation or the liquidation or dissolution, of the Corporation, unless, in the case of a merger or consolidation, the then Continuing Directors in office immediately prior to such merger or consolidation will constitute at least 2/3 of the Directors of the surviving corporation of such merger or consolidation and any parent (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such corporation; or (d) at least 2/3 of the then Continuing Directors in office immediately prior to any other action proposed to be taken by the Corporation’s stockholders or by the Board determines that such proposed action, if taken, would constitute a change of control of the Corporation and such action is taken.

“CODE” means the Internal Revenue Code of 1986, as amended.

“COMPENSATION” means the sum of all remuneration to which the Executive is entitled, including, but not limited to salary, participation in HDI Group bonus and benefit plans, programs or arrangements and awards under any HDI Group bonus plans, long-term incentive compensation plans, stock option plans, restricted stock plans or any other deferred compensation plans in which the HDI Group Employer maintained or adopted prior to the Change of Control Event or the value to the Executive of the use of professional outplacement services by qualified consultants and use of automobiles or vehicles, (or allowances in respect thereof), and all amounts in respect of club, association or similar fees and dues covering such Executive. In the event that the HDI Group cannot provide the Executive with one or more benefits which it is obligated to provide to the Executive, pursuant to this Agreement, under its employee benefit plans, programs or arrangements then the HDI Group shall provide the Executive with equivalent benefits at the expense of the HDI Group Employer.

“CONTINUING DIRECTOR” means any individual who is either (i) a member of the Board on the date hereof or (ii) a member of the Board whose election or nomination to the Board was approved by a vote of at least two-thirds of the Continuing Directors (other than a person whose election was as a result of an actual or threatened proxy or other control contest).

“CORPORATION” means Harley-Davidson, Inc., a Wisconsin corporation.

“EXCISE TAX” has the meaning ascribed to it in Section 8(b)(i) of the Agreement.

“GROSS-UP PAYMENT” has the meaning ascribed to it in Section 8(b)(i) of the Agreement.

“HDI GROUP” means Harley-Davidson, Inc. and its affiliates.

“HDI GROUP EMPLOYER” means the member of the HDI Group that employed the Executive immediately prior to the Change of Control Event.

“TAX ADJUSTMENT AMOUNT” has the meaning ascribed to it in Section 8(b)(v) of the Agreement.

“TERMINATION” means any termination of Executive’s employment following the occurrence of any Change of Control Event, and shall include any voluntary termination by the Executive, any termination in connection with retirement under any retirement plan of the HDI Group, or any termination resulting from a disability; PROVIDED, HOWEVER, that such term shall not include any termination of the Executive’s employment by the Corporation for Cause or as a result of the death of the Executive.

“UNDERPAYMENT” has the meaning ascribed to it in Section 8(b)(viii) of the Agreement.

EX-10.2 3 cmw2158e.htm SEVERANCE BENEFITS AGREEMENT

Exhibit 10.2

HARLEY-DAVIDSON, INC.
SEVERANCE BENEFITS AGREEMENT

THIS AGREEMENT, entered into as of the 6th day of March, 2006, by and between HARLEY-DAVIDSON, INC., a Wisconsin corporation ("Employer"), and THOMAS E. BERGMANN ("Executive").

WHEREAS, Employer desires to continue to attract and retain skilled and dedicated management employees;

WHEREAS, Executive is currently employed by Employer in an executive capacity and has unique skills and abilities that are of benefit to Employer; and

WHEREAS, Employer desires to provide Executive certain assurances regarding severance pay and other benefits in the event of a Covered Termination (as defined below).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Not an Employment Agreement. This Agreement is not an employment agreement and shall not change the employment relationship between Employer and Executive. Except as expressly provided herein, this Agreement shall not amend or alter the terms of, or limit the benefits to Executive under, any existing or future employment, transition, change of control or other agreement between Executive and Employer. This Agreement shall not be amended by any such future agreement unless such future agreement specifically provides that the terms of this Agreement shall be amended. Anything in this Agreement to the contrary notwithstanding and subject to any existing or future employment or other agreement between Employer and Executive, (a) Executive may terminate Executive’s employment with Employer at any time and for any reason and (b) Employer may terminate Executive’s employment with Employer at any time and for any reason.

2. Definitions.

a. Affiliate. “Affiliate” shall mean any parent, subsidiary or other affiliate of Employer.

b. Base Salary Amount. “Base Salary Amount” shall mean the Executive’s average annual base salary immediately prior to the Termination Date.

c. Benefit Period. “Benefit Period” shall mean the twelve (12) consecutive months immediately following the Termination Date.

d. Cause. “Cause” shall mean:

(1) the conviction of Executive of a felony or a crime involving moral turpitude, theft or fraud; or

(2) Executive’s refusal to perform duties as directed in good faith by Executive’s supervisor, which failure is not cured within 10 days after written notice thereof from Employer to Executive; or

(3) Executive’s engaging in sexual harassment or any act involving theft or fraud with respect to Employer or any of its parents, subsidiaries or other affiliates, as determined by the Chief Executive Officer of Employer; or

(4) Executive’s reckless conduct or willful misconduct which results in substantial harm (in relation to Executive’s annual compensation), as determined by the Chief Executive Officer of Employer, whether financial, reputational or otherwise, to Employer or any of its parents, subsidiaries or other affiliates.

e. Covered Termination. “Covered Termination” shall mean Employer’s termination of Executive’s employment with Employer other than (1) for Cause or (2) in connection with the death or disability of Executive. Notwithstanding the foregoing, the transfer of Executive’s employment to any Affiliate shall not be a Covered Termination.

f. Disability. “Disability” shall have the meaning assigned to it in the long-term disability insurance policy then provided or made available to Executive by or through Employer. If there is then no such policy or such term is not defined therein, then “Disability” shall mean Executive’s incapacity due to physical or mental illness causing Executive to be absent from the full-time performance of Executive’s duties with Employer for sixty (60) consecutive days.

g. Stock Plans. “Stock Plans” shall mean the Employer’s 2004 Incentive Stock Plan, as amended, and any other existing or future plans for the issuance of stock options, stock appreciation rights or restricted stock.

h. Termination Date. “Termination Date” shall mean the date on which a Covered Termination is effective, which date shall not be less than twenty-five (25) days after the date the Termination Notice is delivered to Executive.

i. Termination Notice Date. “Termination Notice Date” shall mean the date on which written notice is delivered by Employer to Executive stating that the Executive’s employment is being terminated pursuant to a Covered Termination and setting forth the Termination Date.

3. Severance Benefits. In the event of a Covered Termination and in lieu of any benefits or other amounts that would otherwise be payable by Employer to Executive as a result of, arising out of or following such Covered Termination, Executive shall be entitled to all of the following:

-2-

a. a lump sum payment, payable within thirty (30) days following the Termination Date, equal to the Base Salary Amount.

b. during the Benefit Period or the period beginning on the Termination Date and ending on the date Executive becomes employed on a substantially full-time basis, whichever is shorter, Employer shall make available to Executive coverage under Employer’s medical, dental and life insurance plans (but not short or long term disability) on the same terms as such plans are made available to Employer’s salaried employees generally.

c. during the Benefit Period or the period beginning on the Termination Date and ending on the date Executive becomes employed on a substantially full-time basis, whichever is shorter, Employer shall maintain any life insurance on Executive’s life owned by Employer and shall pay the premiums (for such period) due on any life insurance on Executive’s life owned by Executive.

d. any other benefits payable pursuant to the terms of the Stock Plans (and applicable agreements thereunder) and any incentive compensation (including STIP), pension, 401(k), retirement, savings or deferred compensation plans earned up to Termination Date.

e. reimbursement of any expenses incurred by Executive in the ordinary course of employment prior to the Termination Date consistent with Employer’s then existing expense reimbursement policy.

4. No Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in Section 3 hereof by seeking other employment or otherwise, nor will the amount provided for in Section 3(a) hereof be reduced by any compensation earned by Executive as a result of employment by another employer after the Termination Date.

5. Exclusivity.

a. The benefits provided for herein are intended to constitute a minimum, but noncumulative, benefit package for Executive in the event of a Covered Termination. If Executive has or claims to have any Claims (as defined below), Executive may elect to assert such Claims. If, however, Executive does formally assert one or more Claims in a writing submitted to Employer, or an appropriate body to determine such Claims, for the legal enforcement of such Claims, such writing shall constitute an irrevocable waiver and disclaimer of Executive’s benefits and rights under this Agreement.

b. As a condition of receiving the benefits provided for herein, Executive shall be required to execute, prior to receiving any benefits hereunder, a release in a form reasonably satisfactory to Employer, of all other claims against Employer arising out of such Covered Termination (the “Claims”), including but not limited to any and all claims arising out of contract (written, oral, or implied in law or in fact), tort (including negligent and intentional acts), or state, federal or local law (including discrimination on any basis whatsoever); a reaffirmation of the Executive’s confidentiality agreement; a non-solicitation of other employees; and a non-compete agreement effective during the Benefit Period.

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c. If Executive has received benefits under this Agreement for a Covered Termination and thereafter asserts any Claims, Executive shall, notwithstanding any other agreement to the contrary, return to Employer all benefits received hereunder as a condition of being allowed to assert any such Claims. If for any reason Executive cannot legally be compelled to return such benefits, Employer shall be given, to the extent allowed by law, credit for all amounts received by Executive under this Agreement against any other amounts otherwise due to Executive arising out of any such Claims. Notwithstanding the foregoing, this Section 5(c) shall not be construed to limit or otherwise modify the terms of any release executed by Executive pursuant to Section 5(b) hereof or otherwise.

6. Other Termination. In the event Executive’s employment with Employer terminates other than pursuant to a Covered Termination, including without limitation, a termination for Cause, termination by reason of Executive’s death, Disability or retirement or a voluntary termination by Executive, Executive shall be entitled to no benefits or rights under this Agreement.

7. Amendment, Termination and Assignment. This Agreement may be amended, terminated or superseded only by a written instrument signed by Executive and Employer. This Agreement may not be assigned by Executive. Notwithstanding anything in this Agreement to the contrary, Employer may unilaterally amend this Agreement to make changes that Employer reasonably determines are necessary or appropriate for purposes of causing this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code and regulations proposed or promulgated thereunder, so long as Employer makes the same changes to corresponding agreements to which other Employer executives are parties.

8. Transfer of Employment. If Executive’s employment is transferred to any Affiliate, such Affiliate shall assume Employer’s obligations hereunder and following such transfer such Affiliate shall be deemed the “Employer” for purposes of this Agreement.

9. Headings. Headings used herein are for convenience only and shall not constitute a part of or affect the meaning or interpretation of this Agreement.

10. Governing Law; Venue. This Agreement shall be deemed to have been made and executed in the State of Wisconsin and the validity, interpretation and enforcement hereof shall be governed by the internal laws of the State of Wisconsin. In the event of any dispute arising from or in connection with this Agreement, Executive consents and agrees to in personam jurisdiction and to venue exclusively in either the Circuit Court for Milwaukee County, Wisconsin, or the United States District Court for the Eastern District of Wisconsin, located in Milwaukee, Wisconsin.

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IN WITNESS WHEREOF, the parties have executed this Agreement at Milwaukee, Wisconsin as of the date first above written.

EXECUTIVE:	EMPLOYER:
	HARLEY-DAVIDSON, INC.
/s/ Thomas E. Bergmann	By: /s/ James L. Ziemer
Thomas E. Bergmann	James L. Ziemer
	President and Chief Executive Officer

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EX-31.1 4 cmw2158a.htm CERTIFICATION

Exhibit 31.1

Chief Executive Officer Certification
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, James L. Ziemer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q 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;

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:

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;

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;

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

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:

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

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: May 5, 2006	/s/ James L. Ziemer
		James L. Ziemer, President and
		Chief Executive Officer

EX-31.2 5 cmw2158b.htm CERTIFICATION

Exhibit 31.2

Chief Financial Officer Certification
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, Thomas E. Bergmann, certify that:

1.	I have reviewed this quarterly report on Form 10-Q 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;

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:

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: May 5, 2006	/s/ Thomas E. Bergmann
		Thomas E. Bergmann, Vice President and
		Chief Financial Officer

EX-32.1 6 cmw2158c.htm CERTIFICATION

Exhibit 32.1

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 Vice President and Chief Financial Officer of Harley-Davidson, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 26, 2006 (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: May 5, 2006

	/s/ James L. Ziemer
	James L. Ziemer
	President and Chief Executive Officer
	/s/ Thomas E. Bergmann
	Thomas E. Bergmann
	Vice President and Chief Financial Officer

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-Q

HARLEY-DAVIDSON, INC.

Form 10-Q Index For the Quarter Ended March 26, 2006

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

HARLEY-DAVIDSON, INC. Notes to Condensed Consolidated Financial Statements(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview(1)

Results of Operations for the Three Months Ended March 26, 2006 Compared to the Three Months Ended March 27, 2005

Overall

Motorcycle Unit Shipments & Net Revenue

Harley-Davidson Motorcycle Retail Sales

Harley-Davidson Motorcycle Retail Sales (a) Heavyweight (651+cc)

Motorcycle Industry Retail RegistrationsHeavyweight (651+cc)

Gross Profit

Financial Services

Operating Expenses

Provision for income taxes

Other Matters

Liquidity and Capital Resources as of March 26, 2006

Cash and Marketable Securities

Operating Activities

Investing Activities

Financing Activities

Cautionary Statements

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 6. Exhibits

TRANSITION AGREEMENT

Schedule A

CERTAIN DEFINITIONS

HARLEY-DAVIDSON, INC.SEVERANCE BENEFITS AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q Index For
the Quarter Ended March 26, 2006

HARLEY-DAVIDSON, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Overview⁽¹⁾

Results of Operations for the Three Months Ended March 26, 2006
Compared to the Three Months Ended March 27, 2005

Harley-Davidson Motorcycle Retail Sales ^(a)
Heavyweight (651+cc)

Motorcycle Industry Retail RegistrationsHeavyweight
(651+cc)

HARLEY-DAVIDSON, INC.
SEVERANCE BENEFITS AGREEMENT