8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported):  February 26, 2015

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-9183	39-1382325
State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

(Address of principal executive offices (zip code))

(414) 342-4680

(Registrant’s telephone number, including area code)

Not Applicable

(Former name)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Item 7.01      Regulation FD Disclosure.

On February 26, 2015, Harley-Davidson, Inc. (the “company”) filed preliminary proxy materials relating to its 2015 annual meeting of shareholders.  The preliminary proxy statement included disclosure under the heading “Certain Transactions” relating to Fred Deeley Imports Ltd. (“Deeley Imports”), which is the exclusive distributor of the company’s motorcycles in Canada.  Donald James, a director of the company, is Chairman and Chief Executive Officer and an equity owner of Deeley Imports.  The disclosure is as follows:

“The company has provided notice to Deeley Imports indicating that the company will not extend the exclusive distribution agreement with Deeley Imports beyond its expiration date of July 31, 2017. Currently, the company and Deeley Imports are discussing the possibility of a transaction that would result in termination of the distribution agreement in the third quarter of 2015. The possible transaction would involve a termination payment from the company to Deeley Imports, which the parties have discussed as being in the amount of $50 million. Any transaction also would likely involve the company purchasing inventory (net of related amounts due) and accounts receivable for an amount that the company currently estimates to be approximately $10 million, along with other terms regarding the sale of the company’s products in Canada. There is no assurance that the parties will come to an agreement or that any agreed transaction will be consummated. The chair of the Nominating Committee [of the company’s Board of Directors] has considered a possible transaction with Deeley Imports under the [company’s] Conflict of Interest Process, and he determined that no actual conflict of interest issue exists as a result of the possible transaction. Any transaction will be reviewed and approved by independent directors who have no interest in the transaction.”

On February 26, 2015, the company also issued a press release relating to Deeley Imports, a copy of which is being furnished as Exhibit 99.1 to this Current Report.

Item 9.01      Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being furnished herewith:

99.1           Press Release of Harley-Davidson, Inc. dated February 26, 2015.

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SIGNATURES

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

HARLEY-DAVIDSON, INC.

Dated:  February 26, 2015

By:      /s/ Rebecca W. House                                                

Rebecca W. House

Assistant Secretary

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Exhibit Index

Exhibit Number	Description
99.1	Press Release of Harley-Davidson, Inc. dated February 26, 2015.

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EX-99.1

HARLEY-DAVIDSON PLANS DIRECT DISTRIBUTION TO INDEPENDENT DEALERS IN CANADA

MILWAUKEE, and VANCOUVER, British Columbia – Feb. 26, 2015 – Harley-Davidson (NYSE:HOG) will transition to a model of direct distribution to independently owned dealers in Canada by July 31, 2017, when the company’s current agreement ends with Deeley Harley-Davidson Canada, the exclusive distributor of Harley-Davidson products in Canada since 1973. The two companies are also in discussions about a possible agreement to move up the transition in Canadian operations to as early as the third quarter of 2015.

As part of its global growth strategy, Harley-Davidson has largely migrated to a globally consistent model of direct distribution to independently owned dealers and, in recent years, has established direct distribution and operations in a number of its major markets including Brazil, Australia, Italy and the Scandinavian countries. Under direct distribution, the company manages sales to dealers, marketing, dealer recruitment and retail capabilities, consumer events and other aspects of its in-market activities, often through wholly-owned subsidiaries.​ Canada remains among the only markets operating through a third-party distributor arrangement.

“The contributions of the Deeley organization to Harley-Davidson’s customers and the business in Canada have been tremendous, and we have the highest regard for the entire Deeley team,” said Harley-Davidson North America Vice President and Managing Director Mike Kennedy. “Deeley has achieved a level of success that has made Canada one of the largest international Harley-Davidson markets over time. We have made this decision to transition to direct distribution in Canada after long and careful consideration, and solely growing out of our global business strategy. We will work closely with the Deeley organization as we finalize a roadmap for the future and look forward to leveraging the many opportunities to fulfill dreams of personal freedom for customers.”

“We have a long and proud relationship with Harley-Davidson, marked by Deeley’s commitment to excellence – to our associates, customers and retailers – and that will continue to be our priority throughout the transition,” said Deeley Harley-Davidson Canada President and Chief Operating Officer Malcolm Hunter. “It has been a true honour to be part of this business we have all built together. We have accomplished so much and are proud of Deeley’s legacy and our enduring contribution to motorcycling in Canada. The entire Deeley organization will work closely with Harley-Davidson to ensure a seamless transition and ensure that Canadian customers continue to enjoy an outstanding Harley-Davidson product, service and support experience. ”

Don James, co-founder and majority owner of Deeley Harley-Davidson Canada, currently serves as a director on the Harley-Davidson, Inc. board.

In Canada and globally, Harley-Davidson motorcycles and related products are retailed through a network of more than 1,460 independently owned dealerships.

About Harley-Davidson, Inc.

Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services. Harley-Davidson Motor Company produces cruiser and touring motorcycles and offers a complete line of Harley-Davidson motorcycle parts, accessories, riding gear and apparel, and general merchandise. Harley-Davidson Financial Services provides wholesale and retail financing, insurance, extended service and other protection plans and credit card programs to Harley-Davidson dealers and riders in the U.S., Canada and other select international markets. For more information, visit Harley-Davidson's Web site at www.harley-davidson.com.

Deeley Harley-Davidson® Canada

Deeley Harley-Davidson® Canada is the exclusive Canadian distributor of Harley-Davidson® motorcycles, Genuine Motor Parts and Accessories, and MotorClothes® apparel, which are provided through a national network of authorized Harley-Davidson® Retailers. Office and distribution warehouse facilities are located in Richmond, British Columbia, and Concord, Ontario. Please visit www.harleycanada.com for further information on Harley-Davidson® products in Canada.

Contacts:

Harley-Davidson: Media, Kristen Cunningham, 414-343-4251, kristen.cunningham@harley-davidson.com, or Financial, Amy Giuffre, 414-343-8002

Deeley Harley-Davidson Canada: Janet Tinsley, 905-482-4209, janettinsley@deeley.com