10-Q

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 28, 2010

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

For the transition period from              to             

Commission file number 1-9183

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

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

Registrants telephone number: (414) 342-4680

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 requirements for the past 90 days.    Yes  x    No  ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

Number of shares of the registrant’s common stock outstanding at April 30, 2010: 235,451,951 shares

Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended March 28, 2010

Part I	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53
Part II	Other Information	54
Item 1.	Legal Proceedings	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 6.	Exhibits	56
Signatures		57

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three months ended
	March 28, 2010			March 29, 2009
Revenue:
Motorcycles and related products	$	1,037,335		$	1,278,432
Financial services		169,837			104,667
Total revenue		1,207,172			1,383,099
Costs and expenses:
Motorcycles and related products cost of goods sold		657,788			804,386
Financial services interest expense		81,203			53,700
Financial services provision for credit losses		31,806			5,911
Selling, administrative and engineering expense		235,350			242,022
Restructuring expense		48,236			34,862
Total costs and expenses		1,054,383			1,140,881
Operating income		152,789			242,218
Investment income		876			1,953
Interest expense		23,455			9,746
Income before provision for income taxes		130,210			234,425
Provision for income taxes		61,469			106,372
Income from continuing operations		68,741			128,053
Loss from discontinued operations, net of tax		(35,416	)		(10,706	)
Net income	$	33,325		$	117,347
Earnings per common share from continuing operations:
Basic	$	0.30		$	0.55
Diluted	$	0.29		$	0.55
Loss per common share from discontinued operations:
Basic	$	(0.15	)	$	(0.05	)
Diluted	$	(0.15	)	$	(0.05	)
Earnings per common share:
Basic	$	0.14		$	0.51
Diluted	$	0.14		$	0.50
Cash dividends per common share	$	0.10		$	0.10

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

3

HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	(Unaudited) March 28, 2010		December 31, 2009		(Unaudited) March 29, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	1,442,798	$	1,630,433	$	884,623
Marketable securities		39,416		39,685		—
Accounts receivable, net		286,518		269,371		284,853
Finance receivables held for sale		—		—		2,086,920
Finance receivables held for investment, net		1,252,420		1,436,114		1,677,355
Restricted finance receivables held by variable interest entities, net		809,779		—		—
Inventories		322,238		323,029		421,577
Assets of discontinued operations		151,175		181,211		231,421
Restricted cash held by variable interest entities		401,275		—		—
Other current assets		315,890		462,106		243,054
Total current assets		5,021,509		4,341,949		5,829,803
Finance receivables held for sale		—		—		580,736
Finance receivables held for investment, net		1,274,734		3,621,048		796,732
Restricted finance receivables held by variable interest entities, net		3,299,070		—		—
Property, plant and equipment, net		847,480		906,906		1,016,043
Goodwill		29,818		31,400		59,046
Other long-term assets		230,292		254,215		337,234
	$	10,702,903	$	9,155,518	$	8,619,594
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	265,905	$	162,515	$	363,282
Accrued liabilities		599,820		514,084		568,767
Liabilities of discontinued operations		61,726		69,535		74,488
Short-term debt		160,837		189,999		1,724,375
Current portion of long-term debt		396,169		1,332,091		—
Current portion of long-term debt held by variable interest entities		898,935		—		—
Total current liabilities		2,383,392		2,268,224		2,730,912
Long-term debt		2,862,725		4,114,039		2,757,185
Long-term debt held by variable interest entities		2,707,748		—		—
Pension liability		239,445		245,332		484,006
Postretirement healthcare liability		265,117		264,472		260,453
Other long-term liabilities		157,077		155,333		154,225
Commitments and contingencies (Note 17)
Total shareholders’ equity		2,087,399		2,108,118		2,232,813
	$	10,702,903	$	9,155,518	$	8,619,594

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

4

HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three months ended
	March 28, 2010			March 29, 2009
Net cash provided by (used by) operating activities of continuing operations (Note 3)	$	200,842		$	(227,026	)
Cash flows from investing activities of continuing operations:
Capital expenditures		(14,558	)		(20,009	)
Origination of finance receivables held for investment		(455,879	)		(98,976	)
Collections on finance receivables held for investment		653,983			110,637
Collection of retained securitization interests		—			1,358
Net cash provided by (used by) investing activities of continuing operations		183,546			(6,990	)
Cash flows from financing activities of continuing operations:
Proceeds from issuance of senior unsecured notes		—			595,731
Repayments of securitization debt		(445,215	)		—
Net (decrease) increase in credit facilities and unsecured commercial paper		(50,703	)		48,442
Repayments of asset-backed commercial paper		—			(67,194	)
Net change in restricted cash		(34,734	)		—
Dividends		(23,488	)		(23,455	)
Purchase of common stock for treasury		(1,191	)		—
Excess tax benefits from share-based payments		34			147
Issuance of common stock under employee stock option plans		1,101			10
Net cash (used by) provided by financing activities of continuing operations		(554,196	)		553,681
Effect of exchange rate changes on cash and cash equivalents of continuing operations		(606	)		6,253
Net (decrease) increase in cash and cash equivalents of continuing operations		(170,414	)		325,918
Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations		(13,723	)		(18,294	)
Cash flows from investing activities of discontinued operations		(393	)		(4,433	)
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		(635	)		2,549
		(14,751	)		(20,178	)
Net (decrease) increase in cash and cash equivalents	$	(185,165	)	$	305,740
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	1,630,433		$	568,894
Cash and cash equivalents of discontinued operations—beginning of period		6,063			24,664
Net (decrease) increase in cash and cash equivalents		(185,165	)		305,740
Less: Cash and cash equivalents of discontinued operations—end of period		(8,533	)		(14,675	)
Cash and cash equivalents—end of period	$	1,442,798		$	884,623

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

5

HARLEY-DAVIDSON, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Use of Estimates

The condensed consolidated financial statements include the accounts of Harley-Davidson, Inc. and its wholly-owned subsidiaries (the Company), including the accounts of the groups of companies doing business as Harley-Davidson Motor Company (HDMC), Buell Motorcycle Company (Buell), MV Agusta (MV) and Harley-Davidson Financial Services (HDFS). In addition, certain variable interest entities (VIEs) related to secured financing are consolidated as the Company is the primary beneficiary. All intercompany accounts and material transactions are eliminated.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the condensed consolidated balance sheets as of March 28, 2010 and March 29, 2009, the condensed consolidated statements of operations for the three month periods then ended and the condensed consolidated statements of cash flows for the three month periods then ended.

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 (SEC) and U.S. generally accepted accounting principles (U.S. GAAP) for interim financial reporting. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

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

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

During 2008, the Company acquired Italian motorcycle manufacturer MV and the results of MV were included in the Motorcycles segment. On October 15, 2009, the Company announced its intent to divest MV. The Motorcycles segment financial information has been adjusted to reflect MV as a discontinued operation for all periods presented.

2. New Accounting Standards

Accounting Standards Recently Adopted

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140.” SFAS No. 166 amended the guidance within Accounting Standards Codification (ASC) Topic 860, “Transfers and Servicing,” primarily by removing the concept of a qualifying special purpose entity as well as removing the exception from applying FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities.” Upon the effective adoption date, formerly qualifying special purpose entities (QSPEs), as defined under prior U.S. GAAP had to be evaluated for consolidation within an entity’s financial statements. Additionally, the guidance within ASC Topic 860 requires enhanced disclosures about the transfer of financial assets as well as an entity’s continuing involvement, if any, in transferred financial assets. In connection with term asset-backed securitization transactions prior to 2009, HDFS utilized QSPEs as defined under prior U.S. GAAP which were not subject to consolidation in the Company’s financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 amended the guidance within ASC Topic 810, “Consolidations,” by adding formerly off-balance sheet QSPEs to its scope (the concept of these entities was eliminated by SFAS No. 166). In addition, companies must perform an analysis to determine whether the company’s variable interest or interests give it a controlling financial interest in a variable interest entity (VIE). Companies must also reassess on an ongoing basis whether they are the primary beneficiary of a VIE.

6

Effects of Adoption on January 1, 2010

The Company was required to adopt the new guidance within ASC Topic 810 and ASC Topic 860 as of January 1, 2010. The Company determined that the formerly unconsolidated QSPEs that HDFS utilized were VIEs, of which the Company was the primary beneficiary, and consolidated them into the Company’s financial statements beginning January 1, 2010. In accordance with ASC Topic 810, the Company measured the initial carrying values of the assets and liabilities of the VIEs by determining what those values would currently be as if the new guidance had been in effect when the Company first met the conditions as the primary beneficiary. The Company’s VIEs are discussed in further detail in Note 6.

The initial adoption of the new accounting guidance within ASC Topic 810 and ASC Topic 860 did not impact the Company’s statement of operations. The following table summarizes the effects on the Company’s balance sheet of adopting the new guidance within ASC Topic 810 and ASC Topic 860 on January 1, 2010 (in thousands):

	As of December 31, 2009			Effect of consolidation			As of January 1, 2010
Finance receivables held for investment(1)	$	4,961,894		$	1,922,833		$	6,884,727
Allowance for finance credit losses(1)	$	(150,082	)	$	(49,424	)	$	(199,506	)
Investment in retained securitization interests(1)	$	245,350		$	(245,350	)	$	—
Restricted cash held by variable interest entities(2)	$	—		$	198,874		$	198,874
Other current assets(2)	$	462,106		$	40,224		$	502,330
Accrued liabilities	$	(514,084	)	$	(11,952	)	$	(526,036	)
Long-term debt	$	(5,446,130	)	$	(1,892,313	)	$	(7,338,443	)
Retained earnings	$	(6,324,268	)	$	40,591		$	(6,283,677	)
Accumulated other comprehensive loss	$	417,898		$	(3,483	)	$	414,415

(1) These three lines items were reported together as Finance receivables held for investment, net prior to January 1, 2010.

(2) At December 31, 2009, the Company had $167.7 milllion of restricted cash related to its 2009 on-balance sheet term-asset backed securitization transactions and its asset-backed commercial paper conduit facility. These amounts were reported within Other current assets as of December 31, 2009.

Financial Statement Comparability to Prior Periods

The new accounting guidance within ASC Topic 810 and ASC Topic 860 is adopted on a prospective basis. Prior periods have not been restated and therefore will not be comparable to the current period as discussed below.

Under the new accounting guidance, the Company’s securitization transactions are considered secured borrowings rather than asset sales. Beginning with the three months ended March 28, 2010, the Company recognizes interest income and credit losses on the previously unconsolidated securitized receivables and interest expense on the related debt. The Company’s statement of operations no longer includes income from securitizations which consisted of an initial gain or loss on new securitization transactions, income on the investment in retained securitization interests and servicer fees. In addition, the Company will no longer incur charges related to other-than-temporary impairments on its investment in retained securitization interests as that asset has been derecognized.

Finance receivables consolidated as part of the adoption of the new accounting guidance, as well as finance receivables securitized as part of the Company’s 2009 on-balance sheet securitization transactions and finance receivables restricted as collateral under the Company’s asset-backed commercial paper conduit facility, are reported on the Company’s balance sheet as restricted finance receivables held for investment by VIEs. Prior to the consolidation of formerly unconsolidated QSPEs, finance receivables held by VIEs were included in finance receivables held for investment. In addition, finance receivable securitization debt is now reported as debt held by VIEs.

7

Historically, U.S. retail motorcycle finance receivables intended for securitization through off-balance sheet securitization transactions were initially classified as finance receivables held for sale. Accordingly, all of the related cash flows were classified as operating cash flows in the statement of cash flows. After the adoption of the new guidance within ASC Topic 810 and ASC Topic 860, all retail finance receivables are considered held for investment, as the Company has the intent and ability to hold the finance receivables for the foreseeable future, or until maturity. The adoption guidance within ASC Topic 810 and ASC Topic 860 requires the Company to apply the standards on a prospective basis as if they had always been in effect. Therefore, the Company has classified post-January 1, 2010 cash flows related to all of its retail motorcycle finance receivables as investing cash flows in the statement of cash flows.

3. Additional Balance Sheet and Cash Flow Information

Marketable Securities

The Company’s marketable securities consisted of the following (in thousands):

	March 28,		December 31,		March 29,
	2010		2009		2009
Available-for-sale:
Corporate bond investments	$	39,416	$	39,685	$	—

The Company’s available-for-sale securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income, and have maturities less than one year. During the first quarter of 2010, the Company recognized gross unrealized losses of $0.8 million, or $0.5 million net of tax, to adjust amortized cost to fair value. There were no marketable securities held at March 29, 2009.

Finance Receivables

Finance receivables held for investment, net, consisted of the following (in thousands):

	March 28,		December 31,		March 29,
	2010		2009		2009
Wholesale	$	1,061,183	$	870,001	$	1,499,819
Retail		5,766,920		4,091,893		699,259
		6,828,103		4,961,894		2,199,078
Allowance for finance credit losses		192,100		150,082		40,534
		6,636,003		4,811,812		2,158,544
Investment in retained securitization interests		—		245,350		315,543
	$	6,636,003	$	5,057,162	$	2,474,087

At March 28, 2010, the allowance for finance credit losses on finance receivables held for investment was $192.1 million which consisted of $175.7 million for retail finance receivables and $16.4 million for wholesale finance receivables. Of the $175.7 million allowance for finance credit losses on retail finance receivables, $128.3 million related to retail finance receivables held by VIEs. At March 29, 2009, the Company classified $2.67 billion of finance receivables as held for sale, which were carried at the lower of cost or estimated fair value. As such, no amount of the allowance for credit losses was related to the finance receivables held for sale at March 29, 2009.

8

As part of the January 1, 2010 adoption of the new accounting guidance within ASC Topic 810 and ASC Topic 860, the Company established an initial $49.4 million allowance for credit losses related to the previously unconsolidated securitized finance receivables. The initial allowance was recorded through the adoption adjustment to retained earnings.

During the second quarter of 2009, the Company reclassified $3.14 billion of finance receivables held for sale at the lower of cost or fair value to finance receivables held for investment due to the structure of its May 2009 term asset-backed securitization transaction and the Company’s intent to structure subsequent securitization transactions in a manner that did not qualify for accounting sale treatment under prior U.S. GAAP. As a result of the reclassification, the Company recorded a $72.7 million increase to the allowance for credit losses during the second quarter of 2009 in order to establish the initial reserve for the reclassified receivables.

Inventories

Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventories consist of the following (in thousands):

	March 28,			December 31,			March 29,
	2010			2009			2009
Components at the lower of FIFO cost or market
Raw materials and work in process	$	98,420		$	104,641		$	133,059
Motorcycle finished goods		163,093			168,002			210,302
Parts and accessories and general merchandise		96,162			84,823			115,610
Inventory at lower of FIFO cost or market		357,675			357,466			458,971
Excess of FIFO over LIFO cost		(35,437	)		(34,437	)		(37,394	)
	$	322,238		$	323,029		$	421,577

9

Operating Cash Flow

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

	Three months ended
	March 28,			March 29,
	2010			2009
Cash flows from operating activities:
Net income	$	33,325		$	117,347
Loss from discontinued operations		(35,416	)		(10,706	)
Income from continuing operations		68,741			128,053
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation		67,392			54,968
Provision for employee long-term benefits		25,902			25,453
Contributions to pension and postretirement plans		(16,137	)		(8,948	)
Stock compensation expense		6,123			6,059
Net change in wholesale finance receivables		(173,994	)		(279,546	)
Origination of retail finance receivables held for sale		—			(468,299	)
Collections on retail finance receivables held for sale		—			217,255
Impairment of retained securitization interests		—			17,131
Lower of cost or fair market value adjustment on finance receivables held for sale		—			8,648
Pension and postretirement healthcare plan curtailment and settlement expense		1,558			—
Provision for credit losses		31,806			5,911
Foreign currency adjustments		(2,962	)		(15,613	)
Other, net		51,630			38,633
Changes in current assets and liabilities:
Accounts receivable, net		(26,656	)		(30,287	)
Finance receivables - accrued interest and other		5,934			(1,730	)
Inventories		(7,158	)		(49,497	)
Accounts payable and accrued liabilities		176,880			82,643
Restructuring reserves		(2,125	)		28,562
Derivative instruments		838			7,292
Other		(6,930	)		6,286
Total adjustments		132,101			(355,079	)
Net cash provided by (used by) operating activities of continuing operations	$	200,842		$	(227,026	)

4. MV Planned Divestiture

In October 2009, the Company unveiled a new business strategy to drive growth through a focus of efforts and resources on the unique strengths of the Harley-Davidson brand and to enhance productivity and profitability through continuous improvement. The Company’s Board of Directors approved and the Company committed to the divestiture of MV as part of this strategy. The Company engaged a third party investment bank to assist with the marketing and sale of MV at a price that is reasonable relative to its fair value. The Company expects to complete its divestiture of MV during 2010. As a result, MV is presented as a discontinued operation for all periods presented.

10

The following table summarizes the net revenue, pre-tax loss and loss per common share from discontinued operations for the periods noted (in thousands except per share amounts):

	Three months ended
	March 28,			March 29,
	2010			2009
Revenue	$	22,551		$	12,216
Loss before income taxes	$	(41,809	)	$	(10,686	)
Loss per common share	$	(0.15	)	$	(0.05	)

During the first quarter of 2010, the Company incurred a $41.8 million pre-tax loss from discontinued operations, or $35.4 million net of tax. Included in the first quarter 2010 operating loss was an impairment charge of $35.0 million, or $28.6 million net of tax, which represented the excess of net book value of the held-for-sale assets over the fair value less selling costs. The impairment charge is included in loss from discontinued operations and consisted of $22.7 million fixed asset impairment and $12.3 million intangible asset impairment.

At March 28, 2010, assets of discontinued operations consisted of $40.1 million of accounts receivable, net; $31.7 million of inventories; $6.3 million of property, plant and equipment, net; and $73.1 million of other assets. At March 28, 2010, liabilities of discontinued operations consisted $49.9 million of accounts payable and accrued liabilities and $11.8 million of other liabilities.

5. Restructuring Expense and Other Impairments

2009 Restructuring Plan

During 2009, in response to the U.S. economic recession and worldwide slowdown in consumer demand, the Company committed to a volume reduction and a combination of restructuring actions (2009 Restructuring Plan) in the Motorcycles and Financial Services segments which are expected to be completed by 2012. The 2009 Restructuring Plan was designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations. The Company’s planned actions include:

• consolidating its two engine and transmission plants in the Milwaukee area into its facility in Menomonee Falls, Wisconsin;

• closing its distribution facility in Franklin, Wisconsin and consolidating Parts and Accessories and General Merchandise distribution through a third party;

• discontinuing the domestic transportation fleet;

• consolidating its vehicle test facilities from three locations in Alabama, Arizona and Florida into one location in Arizona;

• restructuring its York, Pennsylvania motorcycle production facility to focus on the core operations of motorcycle assembly, metal fabrication and paint; and

• exiting the Buell product line. The Company ceased production of Buell motorcycles at the end of October 2009 and the sale of remaining Buell motorcycle inventory to independent dealers and/or distributors is expected to be completed during 2010.

The 2009 Restructuring Plan included a reduction of approximately 2,700 to 2,900 hourly production positions and approximately 720 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment. These reductions began in 2009 and are expected to be completed during 2011.

11

Restructuring expenses consist of employee severance and termination costs, accelerated depreciation on the long-lived assets that will be exited as part of the 2009 Restructuring Plan and other related costs. The Company expects total costs related to the 2009 Restructuring Plan to result in restructuring and impairment expenses of approximately $430 million to $460 million from 2009 to 2012, of which approximately 30% are expected to be non-cash. On a cumulative basis, the Company has incurred $272.5 million of restructuring and impairment expense under the 2009 Restructuring Plan as of March 28, 2010, of which $48.2 million was incurred during the first quarter of 2010. Approximately 2,400 employees have left the Company under the 2009 Restructuring Plan as of March 28, 2010.

The following table summarizes the Company’s 2009 Restructuring Plan reserve recorded in accrued liabilities as of March 28, 2010 (in thousands):

	Motorcycles & Related Products															Financial Services
	Employee Severance and Termination Costs			Accelerated Depreciation			Asset Impairment			Other			Total			Employee Severance and Termination Costs			Other			Total			Consolidated Total
Restructuring expense	$	30,816		$	3,786		$	—		$	260		$	34,862		$	—		$	—		$	—		$	34,862
Utilized - cash		(1,047	)		—			—			(260	)		(1,307	)		—			—			—			(1,307	)
Utilized - noncash		(4,533	)		(3,786	)		—			—			(8,319	)		—			—			—			(8,319	)
Balance, March 29, 2009	$	25,236		$	—		$	—		$	—		$	25,236		$	—		$	—		$	—		$	25,236
Restructuring expense		72,953			23,119			18,024			72,018			186,114			1,679			1,623			3,302			189,416
Utilized - cash		(28,838	)		—			—			(40,596	)		(69,434	)		(1,460	)		(1,197	)		(2,657	)		(72,091	)
Utilized - noncash		(33,281	)		(23,119	)		(18,024	)		—			(74,424	)		—			(426	)		(426	)		(74,850	)
Balance December 31, 2009	$	36,070		$	—		$	—		$	31,422		$	67,492		$	219		$	—		$	219		$	67,711
Restructuring expense		19,677			20,790			—			7,769			48,236			—			—			—			48,236
Utilized - cash		(23,774	)		—			—			(6,123	)		(29,897	)		(44	)		—			(44	)		(29,941	)
Utilized - noncash		1,023			(20,790	)		—			(475	)		(20,242	)		(175	)		—			(175	)		(20,417	)
Balance March 28, 2010	$	32,996		$	—		$	—		$	32,593		$	65,589		$	—		$	—		$	—		$	65,589

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

6. Asset-Backed Financing

HDFS participates in asset-backed financing through both term asset-backed securitization transactions and its asset-backed commercial paper conduit facility. In both types of asset-backed financing programs, HDFS transfers U.S. retail motorcycle finance receivables to a consolidated special purpose entity (SPE) while retaining the servicing rights. Each SPE then converts those assets into cash, through the issuance of debt. These SPEs are considered VIEs under U.S. GAAP. HDFS is required to consolidate any VIEs in which it is deemed to be the primary beneficiary through having power over the significant activities of the entity and having an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE.

HDFS is considered to have the power over the significant activities of its term asset-backed securitization and asset-backed commercial paper conduit facility VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, HDFS retains a residual interest in the VIEs in the form of a debt security, which gives HDFS the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of its VIEs within its consolidated financial statements.

HDFS is not required, and does not currently intend, to provide any additional financial support to its VIEs. Investors and creditors only have recourse to the assets held by the VIEs.

The Company’s VIEs have been aggregated on the balance sheet due to the similarity of the nature of the assets involved as well as the purpose and design of the VIEs.

Term Asset-Backed Securitization VIEs

The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each term asset-backed securitization SPE is a separate legal entity and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for

12

payment of the secured debt and other obligations arising from the term asset-backed securitization transactions and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. Cash and cash equivalent balances held by the SPEs are used only to support the securitizations. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2010 to 2017.

The assets of the consolidated term asset-backed securitization SPEs totaled $4.48 billion at March 28, 2010 and were primarily included in restricted finance receivables held by VIEs, net and restricted cash held by variable interest entities in the Company’s Condensed Consolidated Balance Sheet. At March 28, 2010, the SPEs held U.S. retail motorcycle finance receivables of $4.06 billion restricted as collateral for the payment of $3.61 billion of obligations under the secured notes. The SPEs also held $397.7 million of cash restricted for payment on the secured notes at March 28, 2010.

Asset-Backed Commercial Paper Conduit Facility VIE

In December 2008, HDFS transferred U.S. retail motorcycle finance receivables to a SPE which in turn issued $500.0 million of debt to third-party bank-sponsored asset-backed commercial paper conduits. The asset-backed commercial paper conduit facility SPE funded the purchase of the U.S. retail motorcycle finance receivables from HDFS primarily with cash obtained through the issuance of the debt. In April 2009, HDFS replaced its December 2008 asset-backed commercial paper conduit facility with a new revolving asset-backed commercial paper conduit agreement (2009 Conduit Loan Agreement). The assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors.

The 2009 Conduit Loan Agreement provided for a total aggregate commitment of up to $1.20 billion as of March 28, 2010 based on, among other things, the amount of eligible U.S. retail motorcycle loans held by the SPE as collateral. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The 2009 Conduit Loan Agreement also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $1.20 billion as of March 28, 2010. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal with the balance due at maturity. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, as of March 28, 2010, the 2009 Conduit Loan Agreement had an expiration date of April 29, 2010, at which time HDFS will be obligated to repay any amounts outstanding in full. Please refer to Note 19 for information regarding the extension and reduction of the 2009 Conduit Loan Agreement.

At March 28, 2010, HDFS had no borrowings outstanding under the 2009 Conduit Loan Agreement. The SPE held $45.6 million of finance receivables and $3.6 million of cash collections restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment of $1.20 billion. The assets of the SPE totaled $54.5 million at March 28, 2010, and were primarily included in restricted finance receivables held by VIEs, net and restricted cash held by variable interest entities in the Company’s Condensed Consolidated Balance Sheet.

At March 29, 2009, the asset-backed commercial paper conduit facility SPE held finance receivables of $582.9 million restricted as collateral for the payment of the $432.8 million short-term asset-backed conduit facility debt, which is included in the Company’s Condensed Consolidated Balance Sheet. The SPE also held $27.4 million of cash collections from the finance receivables held by the SPE restricted for payment on the outstanding debt at March 29, 2009. The assets of the SPE totaled $620.4 million at March 29, 2009 and were primarily included in finance receivables held for investment, net and other current assets in the Company’s Condensed Consolidated Balance Sheet.

13

7. Off-Balance Sheet Finance Receivable Securitizations

During 2009, the Company entered into term asset-backed securitization transactions that did not satisfy the requirements for accounting sale treatment under prior U.S. GAAP. As such, the 2009 term asset-backed securitization transactions were accounted for as secured financings and the related assets and liabilities were consolidated in the Company’s consolidated financial statements.

The following disclosures apply to the Company’s term asset-backed securitization activities prior to 2009, when pre-2009 term asset-backed securitization transactions utilized off-balance sheet QSPEs that qualified for accounting sale treatment under prior U.S. GAAP. As discussed in Note 2, the Company adopted new accounting guidance within ASC Topic 810 and ASC Topic 860 as of January 1, 2010 that ultimately required the Company to consolidate these formerly off-balance sheet QSPEs.

Prior to 2009, HDFS sold U.S. retail motorcycle finance receivables to securitization trusts through off-balance sheet term asset-backed securitization transactions. The securitization trust issued notes to investors, with various maturities and interest rates, secured by future collections of purchased retail loans. The proceeds from the issuance of the term asset-backed securities were utilized by the securitization trust to purchase retail loans from HDFS.

Upon sale of the retail loans to the securitization trust, HDFS received cash, recorded a gain or loss on the transaction and also retained an interest in excess cash flows, subordinated securities, and the right to receive cash reserve account deposits in the future, collectively referred to as “investment in retained securitization interests.” The investment in retained securitization interests was included with finance receivables held for investment in the Condensed Consolidated Balance Sheets. In conjunction with prior year sales, the Company had investments in retained securitization interests of $315.5 million at March 29, 2009.

The interest in excess cash flows reflected the expected cash flows arising from U.S. retail motorcycle loans sold to the securitization trust less expected servicing fees, credit losses and contracted payment obligations owed to securitization trust investors.

Reserve account deposits represented interest-earning cash deposits which collateralized the trust securities. The funds were not available for use by HDFS until the reserve account balances exceeded thresholds specified in the securitization agreements.

HDFS retained servicing rights on the U.S. retail motorcycle loans that it sold to the securitization trust and received annual servicing fees approximating 1% of the outstanding securitized retail loans. HDFS serviced $2.89 billion of U.S. retail motorcycle loans securitized in off-balance sheet term asset-backed securitization transactions as of March 29, 2009. The servicing fee paid to HDFS was considered adequate compensation for the services provided and was included in financial services revenue as earned. HDFS earned $11.7 million from contractually specified servicing fees, late fees, and ancillary fees during the first quarter of 2009. These fees were recorded in financial services revenue.

Gains or losses on off-balance sheet term asset-backed securitizations from the sale of U.S. retail motorcycle loans were recognized in the period in which the sale occurred. The amount of the gain or loss depended on the proceeds received and the original carrying amount of the transferred U.S. retail motorcycle loans, allocated between the assets sold and the retained interests based on their relative fair values at the date of transfer.

Activities of the securitization trust were limited to acquiring U.S. retail motorcycle loans, issuing term asset-backed securities, making payments on securities to investors and other activities permissible under prior U.S. GAAP. Securitization trusts had a limited life and generally terminated upon final distribution of amounts owed to the investors in the term asset-backed securities. Historically, the lives of securitization trusts that purchased U.S. retail motorcycle loans from HDFS approximated four years.

HDFS did not guarantee payments on the securities issued by the securitization trusts or the projected cash flows from the U.S. retail motorcycle loans purchased from HDFS. The Company’s retained securitization interests, excluding servicing rights, were subordinate to the interests of securitization trust investors. Such investors had priority interests in the cash collections on the retail loans sold to the securitization trust (after payment of servicing fees) and in the cash reserve account deposits. Investors also did not have recourse to the assets of HDFS for failure of the obligors on the retail loans to pay when due.

14

The investment in retained securitization interests was measured in the same manner as an investment in debt securities that is classified as available-for-sale as defined by ASC Topic 320, “Investments – Debt and Equity Securities.” As such, the investment in retained securitization interests was recorded at fair value and periodically reviewed for impairment. During the three months ended March 29, 2009, the Company recorded an other-than-temporary impairment charge of $17.1 million related to its retained securitization interests. Market quotes of fair value were generally not available for retained interests; therefore, HDFS estimated fair value based on the present value of future expected cash flows using HDFS’ best estimates of key assumptions for credit losses, prepayments and discount rates that, in management’s judgment, reflected the assumptions marketplace participants would use. During the three months ended March 29, 2009, the fair value of certain retained securitization interests was lower than the amortized cost, which indicated impairment. These impairments were considered permanent and as a result the investment in retained securitization interests was appropriately written down to fair value. The decline in fair value was due to higher actual and anticipated credit losses on certain securitization portfolios. This charge was recorded as a reduction of financial services revenue.

As of March 29, 2009, the following weighted-average key assumptions were used to value the investment in retained securitization interests:

Prepayment speed (Single Monthly Mortality)	1.81	%
Weighted-average life (in years)	2.10
Expected cumulative net credit losses	4.99	%
Residual cash flows discount rate	17.85	%

Expected cumulative net credit losses were a key assumption in the valuation of the investment in retained securitization interests. As of March 29, 2009, weighted-average expected net credit losses for all active securitizations were 4.99%. The table below summarizes, as of March 29, 2009, expected weighted-average cumulative net credit losses by year of securitization, expressed as a percentage of the original balance of loans securitized for all securitizations completed during the years noted:

	Loans securitized in
Expected weighted-average cumulative net credit losses (%) as of :	2009	2008		2007		2006		2005
March 29, 2009	—	5.00	%	5.16	%	5.03	%	4.66	%

The sensitivity of the fair value to immediate 10% and 20% adverse changes in the weighted-average key assumptions for the investment in retained securitization interests at March 29, 2009 was as follows (dollars in thousands):

Carrying amount/fair value of retained interests	$	315,543
Weighted-average life (in years)		2.10
Prepayment speed assumption (monthly rate)		1.81	%
Impact on fair value of 10% adverse change	$	(4,500	)
Impact on fair value of 20% adverse change	$	(8,900	)
Expected cumulative net credit losses		4.99	%
Impact on fair value of 10% adverse change	$	(36,400	)
Impact on fair value of 20% adverse change	$	(72,800	)
Residual cash flows discount rate (annual)		17.85	%
Impact on fair value of 10% adverse change	$	(7,800	)
Impact on fair value of 20% adverse change	$	(15,300	)

15

These sensitivities are hypothetical and should not be considered to be predictive of future performance. Changes in fair value generally cannot be extrapolated because the relationship of change in assumption to change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated independently from any change in another assumption. In reality, changes in one factor may contribute to changes in another, which may magnify or counteract the sensitivities. Furthermore, the estimated fair values as disclosed should not be considered indicative of future earnings on these assets.

The table below provides information regarding certain cash flows received from and paid to all motorcycle loan securitization trusts during the three months ended March 29, 2009 (in thousands):

Proceeds from new securitizations	$	—
Servicing fees received	$	8,092
Other cash flows received on retained interests	$	13,449
10% clean-up call repurchase option	$	—

Prior to the adoption of the new accounting guidance, managed retail motorcycle loans consisted of all retail motorcycle installment loans serviced by HDFS including those held by off-balance sheet securitization trusts and those held by HDFS. As of March 29, 2009, managed retail motorcycle loans totaled $5.86 billion, of which $2.89 billion were securitized in off-balance sheet term asset-backed securitization transactions. The principal amount of managed retail motorcycle loans 30 days or more past due was $243.4 million at March 29, 2009. The principal amount of securitized retail motorcycle loans 30 days or more past due was $150.3 million at March 29, 2009. Managed loans 30 days or more past due exclude loans reclassified as repossessed inventory. Credit losses, net of recoveries, of the managed retail motorcycle loans were $49.7 million during the first quarter of 2009 which included securitized retail motorcycle loan credit losses, net of recoveries, of $29.0 million.

8. Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables, net, trade payables, debt, foreign currency contracts and interest rate swaps (derivative instruments are discussed further in Note 10). Under U.S. GAAP, certain of these items are required to be recorded in the financial statements at fair value, while others are required to be recorded at historical cost.

The following table summarizes the fair value and carrying value of the Company’s financial instruments at March 28, 2010 (in thousands):

	Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	1,442,798	$	1,442,798
Marketable securities	$	39,416	$	39,416
Accounts receivable, net	$	286,518	$	286,518
Finance receivables, net	$	6,624,864	$	6,636,003
Derivatives	$	15,300	$	15,300
Restricted cash held by variable interest entities	$	401,275	$	401,275
Liabilities:
Accounts payable	$	265,905	$	265,905
Derivatives	$	12,889	$	12,889
Unsecured commercial paper	$	286,837	$	286,837
Credit facilities	$	430,740	$	430,740
Medium-term notes	$	2,122,879	$	2,102,154
Senior unsecured notes	$	790,398	$	600,000
Finance receivable securitization debt	$	3,689,921	$	3,606,683

16

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – With the exception of certain money-market investments, these items are recorded in the financial statements at historical cost. The historical cost basis for these amounts is estimated to approximate their respective fair values due to the short maturity of these instruments.

Marketable Securities – Marketable securities are recorded in the financial statements at fair value. The fair value of marketable securities is based primarily on quoted market prices. Changes in fair value are recorded, net of tax, as other comprehensive income and included as a component of shareholders’ equity.

Finance Receivables, Net – Finance receivables, net includes finance receivables held for investment, net and restricted finance receivables held by VIEs, net. Retail and wholesale finance receivables are recorded in the financial statements at historical cost less an allowance for finance credit losses. The fair value of retail finance receivables is generally calculated by discounting future cash flows using an estimated discount rate that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. The historical cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.

Debt – Debt is generally recorded in the financial statements at historical cost. The carrying value of debt provided under credit facilities approximates fair value since the interest rates charged under the facilities are tied directly to market rates and fluctuate as market rates change. The carrying value of unsecured commercial paper approximates fair value due to its short maturity.

The fair values of the Company’s medium-term notes maturing in December 2012, December 2014 and June 2018 are estimated based upon rates currently available for debt with similar terms and remaining maturities. The medium-term notes maturing in December 2010 are carried at fair value and include a fair value adjustment due to the interest rate swap agreement, designated as a fair value hedge, which effectively converts a portion of the note from a fixed to a floating rate.

The fair value of the Company’s senior unsecured notes is estimated based upon rates currently available for debt with similar terms and remaining maturities.

The fair value of the debt related to finance receivable securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities.

9. Fair Value Measurements

Certain assets and liabilities are recorded at fair value in the financial statements; some of these are measured on a recurring basis while others are measured on a non-recurring basis. Assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of assets and liabilities, the Company uses various valuation techniques. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

The Company assesses the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the following table.

17

Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 28, 2010 and March 29, 2009 (in thousands):

	Balance as of March 28, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,093,653	$	1,093,653	$	—	$	—
Marketable securities		39,416		—		39,416		—
Derivatives		15,300		—		15,300		—
	$	1,148,369	$	1,093,653	$	54,716	$	—
Liabilities:
Derivatives	$	12,889	$	—	$	12,889	$	—
	Balance as of March 29, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	706,171	$	706,171		—		—
Derivatives		28,537		—	$	28,537		—
Investment in retained securitization interests		315,543		—		—	$	315,543
	$	1,050,251	$	706,171	$	28,537	$	315,543
Liabilities:
Derivatives	$	20,797		—	$	20,797		—

The investment in retained securitization interests was valued using discounted cash flow methodologies incorporating assumptions that, in management’s judgment, reflect assumptions marketplace participants would use at March 29, 2009. The following table presents additional information about the investment in retained securitization interests which was measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three months ended March 29, 2009
Balance, beginning of period	$	330,674
Realized (losses)/gains included in financial services income(a)		(4,136	)
Unrealized gains (losses) included in other comprehensive income(b)		3,358
Sales, repurchases and settlements, net		(14,353	)
Balance, end of period	$	315,543

(a) As discussed in Note 7, realized (losses)/gains included in financial services income includes an other-than-temporary impairment charge of $17.1 million for the three months ended March 29, 2009.

(b) No amounts were reclassified out of accumulated other comprehensive income into income for the three months ended March 29, 2009.

18

As discussed in Note 2, upon adoption of the new guidance within ASC Topic 810 and ASC Topic 860, the Company derecognized its investment in retained securitization interests on January 1, 2010. The carrying value of the investment in retained securitization interests on that date was $245.4 million.

Non-Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities measured at fair value on a non-recurring basis as of March 28, 2010 and March 29, 2009 (in thousands):

	Balance as of March 28, 2010		Significant Unobservable Inputs (Level 3)		Total Losses
Assets:
Assets of discontinued operations	$	151,175	$	151,175	$	35,021
Liabilities:
Liabilities of discontinued operations	$	61,726	$	61,726	$	—
	Balance as of March 29, 2009		Significant Unobservable Inputs (Level 3)		Total Losses
Finance receivables held for sale	$	2,667,656	$	2,667,656	$	8,648

At March 28, 2010, the assets and liabilities of MV, which are held for sale and presented as discontinued operations, were carried at the lower of cost or fair value (less estimated selling costs) using significant unobservable inputs (Level 3). During the first quarter of 2010, the Company recorded an impairment charge of $35.0 million which represented the excess of net book value of the held-for-sale assets over the expected fair value less selling costs. The impairment charge is included in loss from discontinued operations and consisted of $22.7 million fixed asset impairment and $12.3 million intangible asset impairment. In determining the fair value of MV, the Company utilized discounted cash flow methodologies that require the Company to make assumptions and apply judgment to estimate macro economic factors such as interest rates, motorcycle industry economic factors and the future profitability of MV’s business strategies. In addition, the Company considered information gained through its efforts to sell MV.

At March 29, 2009, finance receivables held for sale in the aggregate were carried at the lower of cost or estimated fair value, and were measured at fair value on a non-recurring basis using significant unobservable inputs (Level 3). During the first quarter of 2009, the Company recorded non-cash charges of $8.6 million due to a decline in the fair value below cost on finance receivables held for sale. The fair value of the finance receivables held for sale at March 29, 2009 was $2.67 billion, which was net of a $23.9 million valuation adjustment. HDFS used discounted cash flow methodologies to estimate the fair value of finance receivables held for sale that incorporated appropriate assumptions for discount rate, funding costs and credit enhancement, as well as estimates concerning credit losses and prepayments.

19

10. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks are foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce such risks, the Company selectively uses derivative financial instruments. All derivative transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes.

All derivative instruments are recognized on the balance sheet at fair value (see Note 9). In accordance with ASC Topic 815, the accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of gains and losses that result from changes in the fair value of derivative instruments is initially recorded in other comprehensive income (OCI) and subsequently reclassified into earnings when the hedged item affects income. The Company assesses, at both the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any ineffective portion is immediately recognized in earnings. No component of a hedging derivative instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments which do not qualify for hedge accounting are recorded at fair value and any changes in fair value are recorded in current period earnings.

The Company sells its products internationally and in most markets those sales are made in the foreign country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company’s most significant foreign currency risk relates to the Euro and the Australian dollar. The Company utilizes foreign currency contracts to mitigate the effect of the Euro and the Australian dollar fluctuations on earnings. The foreign currency contracts are entered into with banks and allow the Company to exchange a specified amount of foreign currency for U.S. dollars at a future date, based on a fixed exchange rate.

The Company utilizes natural gas contracts to hedge portions of the cost of natural gas consumed in the Company’s motorcycle production operations.

The Company’s earnings are affected by changes in interest rates. HDFS utilizes interest rate swaps to reduce the impact of fluctuations in interest rates on its unsecured commercial paper by converting a portion from a floating rate basis to a fixed rate basis. Similarly, HDFS utilizes interest rate swaps with its medium-term notes; however, the impact is to convert from a fixed rate basis to a floating rate basis. HDFS also entered into derivative contracts to facilitate its first quarter 2008 term asset-backed securitization transaction as well as its third quarter 2007 term asset-backed securitization transaction. These derivatives, which hedge assets held by VIEs, do not qualify for hedge accounting treatment. Additionally, to facilitate asset-backed commercial paper conduit facility agreements that the Company entered into in December 2008 and April 2009, HDFS entered into derivative contracts, certain of which do not qualify for hedge accounting treatment.

20

The following table summarizes the fair value of the Company’s derivative financial instruments (in thousands):

	March 28, 2010						March 29, 2009
Derivatives Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair  Value(1)		Liability Fair  Value(2)		Notional Value		Asset Fair  Value(1)		Liability Fair  Value(2)
Foreign currency contracts(3)	$	144,871	$	6,744	$	2,197	$	329,931	$	18,390	$	—
Natural gas contracts(3)		3,523		—		745		3,319		—		1,134
Interest rate swaps - unsecured commercial paper(3)		166,000		—		9,667		218,000		—		15,547
Interest rate swaps - conduit facility(3)		—		—		—		394,042		—		4,116
Interest rate swaps - medium-term notes(4)		150,000		4,716		—		150,000		8,950		—
Total	$	464,394	$	11,460	$	12,609	$	1,095,292	$	27,340	$	20,797
	March 28, 2010						March 29, 2009
Derivatives Not Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair  Value(1)		Liability Fair Value(2)		Notional Value		Asset Fair Value(1)		Liability Fair Value(2)
Derivatives - securitization transactions	$	262,518	$	—	$	280	$	717,818	$	938	$	—
Derivatives - conduit facility		545,497		3,840		—		52,839		259		—
	$	808,015	$	3,840	$	280	$	770,657	$	1,197	$	—

(1) Included in other current assets

(2) Included in accrued liabilities

(3) Derivative designated as a cash flow hedge

(4) Derivative designated as a fair value hedge

The following table summarizes the amount of gains and losses related to derivative financial instruments designated as cash flow hedges (in thousands):

	Amount of Gain/(Loss) Recognized in OCI
	Three months ended
Cash Flow Hedges	March 28, 2010			March 29, 2009
Foreign currency contracts	$	9,401		$	26,432
Natural gas contracts		(904	)		(757	)
Interest rate swaps - unsecured commercial paper		(1,800	)		(680	)
Interest rate swaps - conduit facility		—			(736	)
Total	$	6,697		$	24,259

	Amount of Gain/(Loss) Reclassified from AOCI into Income
	Three months ended						Expected to be Reclassified Over the Next Twelve  Months
Cash Flow Hedges	March 28, 2010			March 29, 2009
Foreign currency contracts(1)	$	360		$	21,216		$	4,354
Natural gas contracts(1)		(108	)		(957	)		(745	)
Interest rate swaps - unsecured commercial paper(2)		(1,786	)		(2,328	)		(5,934	)
Interest rate swaps - conduit facility(2)		—			(1,627	)		—
Total	$	(1,534	)	$	16,304		$	(2,325	)

(1) Gain/(loss) reclassified from accumulated other comprehensive income (AOCI) to income is included in cost of goods sold

(2) Gain/(loss) reclassified from AOCI to income is included in HDFS interest expense, a component of Financial Services expense

21

For the three months ended March 28, 2010 and March 29, 2009, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.

The following table summarizes the amount of gains and losses related to derivative financial instruments designated as fair value hedges (in thousands):

	Amount of Gain/(Loss) Recognized in Income on Derivative
	Three months ended
Fair Value Hedges	March 28, 2010			March 29, 2009
Interest rate swaps - medium-term notes(1)	$	(1,356	)	$	(747	)
	Amount of Gain/(Loss) Recognized in Income on Hedged Debt
	Three months ended
Fair Value Hedges	March 28, 2010			March 29, 2009
Interest rate swaps - medium-term notes(1)	$	1,356		$	747

(1) Gain/(loss) recognized in income is included in HDFS interest expense, a component of Financial Services expense

The following table summarizes the amount of gains and losses related to derivative financial instruments not designated as hedging instruments for the three months ended March 28, 2010 (in thousands):

	Amount of  Gain/(Loss) Recognized in Income on Derivative
	Three months ended
Derivatives not Designated as Hedges	March 28, 2010			March 29, 2009
Derivatives - securitization transactions(1)	$	(9	)	$	199
Derivatives - conduit facility(1)		(3,364	)		(280	)
	$	(3,373	)	$	(81	)

(1) Gain/(loss) recognized in income is included in HDFS other income, a component of Financial Services revenue

The Company is exposed to credit loss risk in the event of non-performance by counterparties to these derivative financial instruments. Although no assurances can be given, the Company does not expect any of the counterparties to these derivative financial instruments to fail to meet its obligations. To manage credit loss risk, the Company selects counterparties based on credit ratings and, on a quarterly basis, evaluates each hedge’s net position relative to the counterparty’s ability to cover its position.

22

11. Comprehensive Income

The following tables set forth the reconciliation of net income to comprehensive income (in thousands):

	Three months ended
	March 28, 2010					March 29, 2009
Net income			$	33,325				$	117,347
Other comprehensive income, net of tax:
Foreign currency translation adjustment				(8,818	)				(19,349	)
Investment in retained securitization interest:
Unrealized net gains arising during the period	—			—		2,170			2,170
Derivative financial instruments:
Unrealized net gains arising during period	4,163					15,180
Less: net gains reclassified into net income	(985	)		5,148		10,021			5,159
Marketable securities
Unrealized losses on marketable securities	(484	)		(484	)	—			—
Pension and postretirement benefit plans:
Amortization of actuarial loss	4,969					2,800
Amortization of net prior service cost	317					739
Pension and postretirement plan funded status adjustment	—					4,147
Less: actuarial loss reclassified into net income due to settlement	(1,625	)				(232	)
Less: actuarial loss reclassified into net income due to curtailment	—					(8,352	)
Less: prior service credit (cost) reclassified into net income due to curtailment gain (loss)	644			6,267		(2,839	)		19,109
			$	35,438				$	124,436

12. Income Taxes

During the first quarter of 2010, the Patient Protection and Affordable Care Act was signed into law. As a result of this Act, reimbursements the Company receives under Medicare Part D coverage for providing retiree prescription drug benefits would no longer be tax free beginning in 2011. At the beginning of second quarter of 2010, the Health Care and Education Reconciliation Act of 2010 delayed the impact of this change to 2013; however, the Company has accounted for both Acts in the first quarter of 2010. On April 14, 2010, the SEC staff announced that the Office of the Chief Accountant would not object to a view that the two Acts should be considered together for accounting purposes. The Company recorded income tax expense of $13.3 million associated with this change.

During the first quarter of 2009, an unanticipated change in Wisconsin tax law resulted in the Company establishing a valuation allowance of $22.5 million related to net operating loss carryforwards with a corresponding charge to income tax expense.

13. Product Warranty and Safety Recall Campaigns

The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except for Japan, where the Company currently provides a standard three-year limited warranty on all new motorcycles sold. The warranty coverage for the retail customer includes parts and labor and generally 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 primarily on historical Company claim information. Additionally, the Company has from time to time initiated certain voluntary safety recall campaigns. The Company reserves for all estimated costs associated with safety recalls in the period that the safety recalls are announced.

23

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

	Three months ended
	March 28, 2010			March 29, 2009
Balance, beginning of period	$	68,044		$	64,543
Warranties issued during the period		9,903			12,688
Settlements made during the period		(13,264	)		(16,111	)
Recalls and changes to pre-existing warranty liabilities		5,522			3,687
Balance, end of period	$	70,204		$	64,807

The liability for safety recall campaigns was $4.2 million and $3.9 million as of March 28, 2010 and March 29, 2009, respectively.

14. Earnings Per Share

The Company has a share-based compensation plan under which employees may be granted share-based awards including shares of restricted stock and restricted stock units (RSUs). Non-forfeitable dividends are paid on unvested shares of restricted stock and non-forfeitable dividend equivalents are paid on unvested RSUs. As such, shares of restricted stock and RSUs are considered participating securities under the two-class method of calculating earnings per share as described in ASC Topic 260, “Earnings per Share.” The two-class method of calculating earnings per share did not have a material impact on the Company’s earnings per share calculation as of March 28, 2010 and March 29, 2009.

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

	Three months ended
	March 28, 2010		March 29, 2009
Numerator:
Income from continuing operations used in computing basic and diluted earnings per share	$	68,741	$	128,053
Denominator:
Denominator for basic earnings per share - weighted-average common shares		232,864		232,263
Effect of dilutive securities - employee stock compensation plan		1,364		387
Denominator for diluted earnings per share - adjusted weighted-average shares outstanding		234,228		232,650
Earnings per common share from continuing operations:
Basic	$	0.30	$	0.55
Diluted	$	0.29	$	0.55

24

Outstanding options to purchase 4.4 million and 5.9 million shares of common stock for the three months ended March 28, 2010 and March 29, 2009, respectively, were not included in the Company’s computation of dilutive securities because the exercise price was greater than the market price and therefore the effect would have been anti-dilutive.

15. Employee Benefit Plans

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

	Three months ended
	March 28, 2010			March 29, 2009
Pension and SERPA Benefits
Service cost	$	10,393		$	12,024
Interest cost		19,457			18,629
Expected return on plan assets		(24,344	)		(21,752	)
Amortization of unrecognized:
Prior service cost		1,133			1,465
Net loss		5,642			3,027
Curtailment loss		—			4,164
Settlement loss		2,582			370
Net periodic benefit cost	$	14,863		$	17,927
Postretirement Healthcare Benefits
Service cost	$	2,517		$	3,001
Interest cost		5,297			5,727
Expected return on plan assets		(2,445	)		(2,794	)
Amortization of unrecognized:
Prior service credit		(629	)		(287	)
Net loss		2,251			1,442
Curtailment (gain) loss		(1,023	)		369
Net periodic benefit cost	$	5,968		$	7,458

As disclosed in Note 5, the Company recorded restructuring expense of $48.2 million related to its Motorcycles segment during the first quarter of 2010. The restructuring action resulted in a postretirement healthcare plan curtailment gain of $1.0 million, which is included in the $48.2 million restructuring expense, and a decrease to equity of $1.0 million, or $0.6 million net of tax, which is included in accumulated other comprehensive income, during the first quarter of 2010. During the first quarter of 2009, the Company recorded restructuring expense of $34.9 million, which included a pension and postretirement healthcare plan curtailment loss of $4.5 million, and a decrease to equity of $13.3 million.

During the first quarter of 2010, the Company incurred a $2.6 million settlement loss related to its SERPA plans compared to a settlement loss of $0.4 million during the first quarter of 2009. The settlement losses were the result of benefit payments made to former executives who have departed from the Company during 2009.

25

16. Business Segments

The Company operates in two business segments: Motorcycles and 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 28, 2010		March 29, 2009
Motorcycles net revenue	$	1,037,335	$	1,278,432
Gross profit		379,547		474,046
Selling, administrative and engineering expense		205,204		208,171
Restructuring expense and other impairments		48,236		34,862
Operating income from Motorcycles		126,107		231,013
Financial services revenue		169,837		104,667
Financial services expense		143,155		93,462
Operating income from Financial Services		26,682		11,205
Operating income	$	152,789	$	242,218

As discussed in Note 2, Operating income from Financial Services for the three months ended March 28, 2010 includes the effects of consolidating formerly unconsolidated QSPEs.

As discussed in Note 7, Operating income from Financial Services for the three months ended March 29, 2009 includes an impairment charge of $17.1 million.

As discussed in Note 9, Operating income from Financial Services for the three months ended March 29, 2009 includes a lower of cost or market adjustment related to finance receivables held for sale of $8.6 million.

17. Commitment and Contingencies

The Company is subject to lawsuits and other claims related to environmental, product and other matters. In determining required reserves related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The required reserves are monitored on an ongoing basis and are updated based on new developments or new information in each matter.

Environmental Protection Agency Notice

The Company has received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company has submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. It is possible that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine or other relief. However, at this time the Company does not know and cannot reasonably estimate the impact of any remedies the EPA might seek.

Shareholder Lawsuits:

In re Harley-Davidson, Inc. Securities Litigation was a consolidated shareholder securities class action lawsuit filed in the United States District Court for the Eastern District of Wisconsin. On October 2, 2006, the Lead Plaintiffs filed a Consolidated Class Action Complaint, which named the Company and certain former

26

Company officers as defendants, that alleged securities law violations and sought 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. In 2006, the defendants filed a motion to dismiss the Consolidated Complaint. On October 8, 2009, the judge granted defendants’ motion to dismiss, and the clerk of court entered judgment dismissing the consolidated lawsuit. No appeal was taken from the final judgment and the dismissal of the case became final. Subsequently, on March 18, 2010, a group of individuals who appear to be inmates in a federal correctional institution filed a motion to intervene which was immediately dismissed by the District Court because judgment had already been entered. On April 5, 2010, two of the individuals filed notices of appeal of the dismissal, but all appellate activity has been stayed pending required filings by intervenors/appellants. Defendants will oppose the appeal and seek to have the Order dismissing the motion to intervene affirmed.

In 2005, three shareholder derivative lawsuits were filed in the United States District Court for the Eastern District of Wisconsin (one of which was later voluntarily dismissed), 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 current or former 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 allege that officers and directors breached their fiduciary duties to the Company. In 2006, the state court consolidated the two state court derivative actions and appointed Lead Plaintiffs and Lead Plaintiffs’ counsel, and the state court ordered that the consolidated state court derivative action be stayed until after motions to dismiss the federal securities class action were decided.

On November 24, 2009, both federal court derivative plaintiffs moved to voluntarily dismiss their lawsuits and all claims without prejudice. On November 30, 2009, the federal court entered orders granting the motions and dismissing the federal court derivative lawsuits without prejudice, and those cases are now closed. Lead plaintiffs in the consolidated state court derivative action filed an amended complaint on February 22, 2010 and defendants moved to dismiss the amended complaint in its entirety on April 26, 2010. Further briefing and a hearing on the motion to dismiss are pending.

The Company believes the allegations in the state court derivative lawsuit are without merit and it intends to vigorously defend against the suit. 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.

York Environmental Matters:

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

27

Although the RI/FS is still underway 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 $5.9 million. The Company has established reserves for this amount, which are included in accrued liabilities in the Condensed 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 2015. Response Costs related to ground water remediation may continue for some time beyond 2015.

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.

18. Supplemental Consolidating Data

The supplemental consolidating data for the periods noted is presented for informational purposes. The supplemental consolidating data may be different than segment information presented elsewhere due to the allocation of intercompany eliminations to reporting segments. All supplemental data is presented in thousands.

28

	Three months ended March 28, 2010
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations		Consolidated
Revenue:
Motorcycles and related products	$	1,037,335		$	—	$	—	$	1,037,335
Financial services		—			169,525		312		169,837
Total revenue		1,037,335			169,525		312		1,207,172
Costs and expenses:
Motorcycles and related products cost of goods sold		657,788			—		—		657,788
Financial services interest expense		—			81,203		—		81,203
Financial services provision for credit losses		—			31,806		—		31,806
Selling, administrative and engineering expense		204,892			30,146		312		235,350
Restructuring expense		48,236			—		—		48,236
Total costs and expenses		910,916			143,155		312		1,054,383
Operating income		126,419			26,370		—		152,789
Investment income		876			—		—		876
Interest expense		23,455			—		—		23,455
Income before provision for income taxes		103,840			26,370		—		130,210
Provision for income taxes		51,975			9,494		—		61,469
Income from continuing operations		51,865			16,876		—		68,741
Loss from discontinued operations, net of tax		(35,416	)		—		—		(35,416	)
Net income	$	16,449		$	16,876	$	—	$	33,325
	Three months ended March 29, 2009
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations		Consolidated
Revenue:
Motorcycles and related products	$	1,278,432		$	—	$	—	$	1,278,432
Financial services		—			104,192		475		104,667
Total revenue		1,278,432			104,192		475		1,383,099
Costs and expenses:
Motorcycles and related products cost of goods sold		804,386			—		—		804,386
Financial services interest expense		—			53,700		—		53,700
Financial services provision for credit losses		—			5,911		—		5,911
Selling, administrative and engineering expense		207,696			33,851		475		242,022
Restructuring expense		34,862			—		—		34,862
Total costs and expenses		1,046,944			93,462		475		1,140,881
Operating income		231,488			10,730		—		242,218
Investment income		1,953			—		—		1,953
Interest expense		9,746			—		—		9,746
Income before provision for income taxes		223,695			10,730		—		234,425
Provision for income taxes		102,375			3,997		—		106,372
Income from continuing operations		121,320			6,733		—		128,053
Loss from discontinued operations, net of tax		(10,706	)		—		—		(10,706	)
Net income	$	110,614		$	6,733	$	—	$	117,347

29

	March 28, 2010
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,148,618	$	294,180	$	—		$	1,442,798
Marketable securities		39,416		—		—			39,416
Accounts receivable, net		558,707		—		(272,189	)		286,518
Finance receivables held for investment, net		—		1,252,420		—			1,252,420
Restricted finance receivables held by variable interest entities, net		—		809,779		—			809,779
Inventories		322,238		—		—			322,238
Assets of discontinued operations		151,175		—		—			151,175
Restricted cash held by variable interest entities		—		401,275		—			401,275
Other current assets		203,590		112,300		—			315,890
Total current assets		2,423,744		2,869,954		(272,189	)		5,021,509
Finance receivables held for investment, net		—		1,274,734		—			1,274,734
Restricted finance receivables held by variable interest entities, net		—		3,299,070		—			3,299,070
Property, plant and equipment, net		814,992		32,488		—			847,480
Goodwill		29,818		—		—			29,818
Other long-term assets		272,336		25,026		(67,070	)		230,292
	$	3,540,890	$	7,501,272	$	(339,259	)	$	10,702,903
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	225,100	$	312,994	$	(272,189	)	$	265,905
Accrued liabilities		499,008		103,506		(2,694	)		599,820
Liabilities of discontinued operations		61,726		—		—			61,726
Short-term debt		—		160,837		—			160,837
Current portion of long-term debt		191,458		204,711		—			396,169
Current portion of long-term debt held by variable interest entities		—		898,935		—			898,935
Total current liabilities		977,292		1,680,983		(274,883	)		2,383,392
Long-term debt		600,000		2,262,725		—			2,862,725
Long-term debt held by variable interest entities		—		2,707,748		—			2,707,748
Pension liability		239,445		—		—			239,445
Postretirement healthcare benefits		265,117		—		—			265,117
Other long-term liabilities		145,656		11,421		—			157,077
Commitments and contingencies (Note 17)
Total shareholders’ equity		1,313,380		838,395		(64,376	)		2,087,399
	$	3,540,890	$	7,501,272	$	(339,259	)	$	10,702,903

30

	December 31, 2009
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,141,862	$	488,571	$	—		$	1,630,433
Marketable securities		39,685		—		—			39,685
Accounts receivable, net		356,932		—		(87,561	)		269,371
Finance receivables held for investment, net		—		1,436,114		—			1,436,114
Inventories		323,029		—		—			323,029
Assets of discontinued operations		181,211		—		—			181,211
Other current assets		191,748		270,358		—			462,106
Total current assets		2,234,467		2,195,043		(87,561	)		4,341,949
Finance receivables held for investment, net		—		3,621,048		—			3,621,048
Property, plant and equipment, net		872,336		34,570		—			906,906
Goodwill		31,400		—		—			31,400
Other long-term assets		293,681		26,932		(66,398	)		254,215
	$	3,431,884	$	5,877,593	$	(153,959	)	$	9,155,518
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	141,097	$	108,979	$	(87,561	)	$	162,515
Accrued liabilities		447,021		69,644		(2,581	)		514,084
Liabilities of discontinued operations		69,535		—		—			69,535
Short-term debt		—		189,999		—			189,999
Current portion of long-term debt		204,959		1,127,132		—			1,332,091
Total current liabilities		862,612		1,495,754		(90,142	)		2,268,224
Long-term debt		600,000		3,514,039		—			4,114,039
Pension liability		245,332		—		—			245,332
Postretirement healthcare benefits		264,472		—		—			264,472
Other long-term liabilities		143,905		11,428		—			155,333
Commitments and contingencies (Note 17)
Total shareholders’ equity		1,315,563		856,372		(63,817	)		2,108,118
	$	3,431,884	$	5,877,593	$	(153,959	)	$	9,155,518

31

	March 29, 2009
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	309,848	$	574,775	$	—		$	884,623
Accounts receivable, net		749,804		—		(464,951	)		284,853
Note receivable from HDFS		600,000		—		(600,000	)		—
Finance receivables held for sale		—		2,086,920		—			2,086,920
Finance receivables held for investment, net		—		1,677,355		—			1,677,355
Inventories		421,577		—		—			421,577
Assets of discontinued operations		231,421		—		—			231,421
Other current assets		167,439		75,615		—			243,054
Total current assets		2,480,089		4,414,665		(1,064,951	)		5,829,803
Finance receivables held for sale		—		580,736		—			580,736
Finance receivables held for investment, net		—		796,732		—			796,732
Property, plant and equipment, net		977,681		38,362		—			1,016,043
Goodwill		30,206		28,840		—			59,046
Other long-term assets		408,375		22,476		(93,617	)		337,234
	$	3,896,351	$	5,881,811	$	(1,158,568	)	$	8,619,594
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	292,333	$	535,900	$	(464,951	)	$	363,282
Accrued liabilities		468,783		102,256		(2,272	)		568,767
Liabilities of discontinued operations		74,488		—		—			74,488
Short-term debt		—		1,724,375		—			1,724,375
Total current liabilities		835,604		2,362,531		(467,223	)		2,730,912
Long-term debt		773,186		1,983,999		—			2,757,185
Note payable to HDMC		—		600,000		(600,000	)		—
Pension liability		484,006		—		—			484,006
Postretirement healthcare benefits		260,453		—		—			260,453
Other long-term liabilities		142,121		12,104		—			154,225
Commitments and contingencies (Note 17)
Total shareholders’ equity		1,400,981		923,177		(91,345	)		2,232,813
	$	3,896,351	$	5,881,811	$	(1,158,568	)	$	8,619,594

32

	Three months ended March 28, 2010
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	16,449		$	16,876		$	—		$	33,325
Loss from discontinued operations		(35,416	)		—			—			(35,416	)
Income from continuing operations		51,865			16,876			—			68,741
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation		65,694			1,698			—			67,392
Provision for employee long-term benefits		25,645			257			—			25,902
Contributions to pension and postretirement plans		(16,137	)		—			—			(16,137	)
Stock compensation expense		5,563			560			—			6,123
Net change in wholesale finance receivables		—			—			(173,994	)		(173,994	)
Curtailment and settlement expense		1,558			—			—			1,558
Provision for credit losses		—			31,806			—			31,806
Foreign currency adjustments		(2,962	)		—			—			(2,962	)
Other, net		12,884			38,746			—			51,630
Change in current assets and current liabilities:
Accounts receivable		(211,284	)		—			184,628			(26,656	)
Finance receivables - accrued interest and other		—			5,934			—			5,934
Inventories		(7,158	)		—			—			(7,158	)
Accounts payable and accrued liabilities		145,379			216,147			(184,646	)		176,880
Restructuring reserves		(1,906	)		(219	)		—			(2,125	)
Derivative instruments		(1,829	)		2,667			—			838
Other		(5,685	)		(1,245	)		—			(6,930	)
Total adjustments		9,762			296,351			(174,012	)		132,101
Net cash provided by operating activities of continuing operations		61,627			313,227			(174,012	)		200,842
Cash flows from investing activities of continuing operations:
Capital expenditures		(14,156	)		(402	)		—			(14,558	)
Origination of finance receivables held for investment		—			(1,264,777	)		808,898			(455,879	)
Collections of finance receivables held for investment		—			1,288,887			(634,904	)		653,983
Net cash (used by) provided by investing activities of continuing operations		(14,156	)		23,708			173,994			183,546
Cash flows from financing activities of continuing operations:
Repayments of securitization debt		—			(445,215	)		—			(445,215	)
Net decrease in credit facilities and unsecured commercial paper		—			(50,703	)		—			(50,703	)
Net change in restricted cash		—			(34,734	)		—			(34,734	)
Dividends paid		(23,488	)		—			—			(23,488	)
Purchase of common stock for treasury		(1,191	)		—			—			(1,191	)
Excess tax benefits from share based payments		34			—			—			34
Issuance of common stock under employee stock option plans		1,101			—			—			1,101
Net cash used by financing activities of continuing operations		(23,544	)		(530,652	)		—			(554,196	)
Effect of exchange rate changes on cash and cash equivalents of continuing operations		50			(674	)		18			(606	)
Net increase (decrease) in cash and cash equivalents of continuing operations		23,977			(194,391	)		—			(170,414	)
Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations		(13,723	)		—			—			(13,723	)
Cash flows from investing activities of discontinued operations		(393	)		—			—			(393	)
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		(635	)		—			—			(635	)
		(14,751	)		—			—			(14,751	)
Net increase (decrease) in cash and cash equivalents	$	9,226		$	(194,391	)	$	—		$	(185,165	)
Cash and cash equivalents:
Cash and cash equivalents - beginning of period	$	1,141,862		$	488,571		$	—		$	1,630,433
Cash and cash equivalents of discontinued operations - beginning of period		6,063			—			—			6,063
Net increase in cash and cash equivalents		9,226			(194,391	)		—			(185,165	)
Less: Cash and cash equivalents of discontinued operations - end of period		(8,533	)		—			—			(8,533	)
Cash and cash equivalents - end of period	$	1,148,618		$	294,180		$	—		$	1,442,798

33

	Three months ended March 29, 2009
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Net income	$	110,614		$	6,733		$	—		$	117,347
Loss from discontinued operations		(10,706	)		—			—			(10,706	)
Income from continuing operations		121,320			6,733			—			128,053
Adjustments to reconcile income from continuing operations to cash cash provided by operating activities:
Depreciation		53,052			1,916			—			54,968
Provision for employee long-term benefits		25,251			202			—			25,453
Contributions to pension and postretirement plans		(8,948	)		—			—			(8,948	)
Stock compensation expense		5,667			392			—			6,059
Net change in wholesale finance receivables		—			—			(279,546	)		(279,546	)
Origination of retail finance receivables held for sale		—			(468,299	)		—			(468,299	)
Collections of retail finance receivables held for sale		—			217,255			—			217,255
Impairment of investment in retained securitization interests		—			17,131			—			17,131
Lower of cost or FMV adj. on finance receivables HFS		—			8,648			—			8,648
Provision for credit losses		—			5,911			—			5,911
Foreign currency adjustments		(15,613	)		—			—			(15,613	)
Other, net		23,024			15,609			—			38,633
Change in current assets and current liabilities:
Accounts receivable		(188,804	)		—			158,517			(30,287	)
Finance receivables - accrued interest and other		—			(1,730	)		—			(1,730	)
Inventories		(49,497	)		—			—			(49,497	)
Accounts payable and accrued liabilities		59,567			181,601			(158,525	)		82,643
Restructuring reserves		28,562			—			—			28,562
Derivative instruments		7,008			284			—			7,292
Other		2,912			3,374			—			6,286
Total adjustments		(57,819	)		(17,706	)		(279,554	)		(355,079	)
Net cash provided by (used by) operating activities of continuing operations		63,501			(10,973	)		(279,554	)		(227,026	)
Cash flows from investing activities:
Capital expenditures		(17,647	)		(2,362	)		—			(20,009	)
Origination of finance receivables held for investment		—			(1,154,897	)		1,055,921			(98,976	)
Collections of finance receivables held for investment		—			887,012			(776,375	)		110,637
Collection of retained securitization interests		—			1,358			—			1,358
Net cash used by investing activities		(17,647	)		(268,889	)		279,546			(6,990	)
Cash flows from financing activities:
Proceeds from issuance of senior unsecured notes		595,731			—			—			595,731
Loan to HDFS		(600,000	)		600,000			—			—
Net increase in credit facilities and unsecured commercial paper		—			48,442			—			48,442
Repayments of asset-backed commercial paper		—			(67,194	)		—			(67,194	)
Dividends paid		(23,455	)		—			—			(23,455	)
Excess tax benefits from share based payments		147			—			—			147
Issuance of common stock under employee stock option plans		10			—			—			10
Net cash (used by) provided by financing activities of continuing operations		(27,567	)		581,248			—			553,681
Effect of exchange rate changes on cash and cash equivalents of continuing operations		6,238			7			8			6,253
Net increase in cash and cash equivalents of continuing operations		24,525			301,393			—			325,918
Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations		(18,294	)		—			—			(18,294	)
Cash flows from investing activities of discontinued operations		(4,433	)		—			—			(4,433	)
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		2,549			—			—			2,549
		(20,178	)		—			—			(20,178	)
Net increase in cash and cash equivalents	$	4,347		$	301,393		$	—		$	305,740
Cash and cash equivalents:
Cash and cash equivalents - beginning of period	$	295,512		$	273,382		$	—		$	568,894
Cash and cash equivalents of discontinued operations - beginning of period		24,664			—			—			24,664
Net increase in cash and cash equivalents		4,347			301,393			—			305,740
Less: Cash and cash equivalents of discontinued operations - end of period		(14,675	)		—			—			(14,675	)
Cash and cash equivalents - end of period	$	309,848		$	574,775		$	—		$	884,623

34

19. Subsequent Events

On April 29, 2010, the Company and HDFS entered into new credit facilities totaling $1.35 billion. These facilities, a $675.0 million 364-day facility and a $675.0 million three-year facility, replaced the $1.58 billion in combined credit facilities previously available to the Company and HDFS. As a result of entering into the new credit facilities, the combined total of unsecured commercial paper and borrowings available to the Company and HDFS under the new credit facilities is limited to $1.35 billion, down from $1.58 billion.

On April 29, 2010, the 2009 Conduit Loan Agreement was extended by 90 days to July 28, 2010 by mutual agreement of HDFS and its lenders. In addition, the total amount of borrowings available under 2009 Conduit Loan Agreement was reduced from $1.20 billion to $600.0 million.

35

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), Harley-Davidson Financial Services (HDFS), Buell Motorcycle Company (Buell) and MV Agusta (MV). HDMC produces heavyweight custom and touring motorcycles. HDMC manufactures five families of motorcycles: Touring, Dyna^®, Softail^®, Sportster^® and VRSC. HDFS provides wholesale and retail financing and insurance programs primarily to Harley-Davidson and Buell dealers and customers.

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.

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

Overview

During the first quarter of 2010, income and diluted earnings per share from continuing operations were down 46.3% and 47.3%, respectively, compared to the first quarter of 2009. The decrease in income from continuing operations compared to last year’s first quarter was driven by a 28.1% decrease in wholesale shipments of Harley-Davidson motorcycles and higher restructuring charges, partially offset by an increase in operating income from Financial Services. Overall, the Company’s financial results continue to be impacted by the difficult economic environment and the resulting decrease in shipments of Harley-Davidson motorcycles. However, despite the overall decrease in income from continuing operations, the Company was encouraged by a return to profitability for the Financial Services segment and what the Company perceives as a moderation in the rate of decline for retail sales of Harley-Davidson motorcycles.

Retail sales of Harley-Davidson motorcycles by independent dealers in the first quarter of 2010 were down compared to the first quarter of 2009, although the rate of decline was lower than in the preceding three quarters. Worldwide retail sales of new Harley-Davidson motorcycles declined 18.2% in the first quarter of 2010 compared to last year’s first quarter. This is an improvement over the rates of decline in retail sales for the preceding three quarters which were 30.1%, 21.3% and 21.4% for the quarters ended June 2009, September 2009 and December 2009, respectively.

Please refer to the “Results of Operations for the Three Months Ended March 28, 2010” for additional details concerning the results for the quarterly and year to date periods ended March 28, 2010.

Restructuring Activities⁽¹⁾

During 2009, in response to the U.S. economic recession and worldwide slowdown in consumer demand, the Company committed to a volume reduction and a combination of restructuring actions that are expected to be completed in 2012. The actions were designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations.

(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” and in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. 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 6, 2010), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

36

The Company’s significant planned actions, which the Company believes are generally proceeding on schedule, include:

• consolidating its two engine and transmission plants in the Milwaukee area into its facility in Menomonee Falls, Wisconsin;

• closing its distribution facility in Franklin, Wisconsin and consolidating Parts and Accessories and General Merchandise distribution through a third party;

• discontinuing the domestic transportation fleet;

• consolidating its vehicle test facilities from three locations in Alabama, Arizona and Florida into one location in Arizona;

• restructuring its York, Pennsylvania motorcycle production facility to focus on the core operations of motorcycle assembly, metal fabrication and paint; and

• exiting the Buell product line. The Company ceased production of Buell motorcycles at the end of October 2009 and the sale of remaining Buell motorcycle inventory to independent dealers and/or distributors is expected to be completed during 2010.

The 2009 restructuring plans include a reduction of approximately 2,700 to 2,900 hourly production positions and approximately 720 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment. These reductions began in 2009 and are expected to be completed during 2011.

During the first quarter of 2010, the Company incurred $48.2 million in restructuring and impairment expense related to these activities. This is in addition to $224.3 million in restructuring and impairment expense incurred in 2009. The Company expects total costs for these restructuring activities to result in one-time restructuring and impairment expenses of $430 million to $460 million from 2009 through 2012 of which approximately 30% are expected to be non-cash. In 2010, the Company expects to incur restructuring expenses of $175 million to $195 million. The Company anticipates annual ongoing total savings from restructuring of approximately $240 million to $260 million upon completion of all announced restructuring activities. In the near-term, the Company has realized or estimates that it will realize savings from these restructuring activities, measured against 2008 spending, as follows:

• 2009 - $91 million (91% operating expense and 9% cost of sales);

• 2010 - $135 million to $155 million (70-80% operating expense and 20-30% cost of sales);

• 2011 - $220 million to $240 million (45-55% operating expense and 45-55% cost of sales);

• 2012 - $230 million to $250 (40-50% operating expense and 50-60% cost of sales); and

• Ongoing upon completion - $240 million to $260 million (40-50% operating expense and 50-60% cost of sales).

Discontinued Operations

The Company’s efforts to sell MV are progressing and the Company is currently in discussions with potential buyers. During the first quarter of 2010, the Company incurred a $35.4 million loss from discontinued operations, which was comprised of operating losses and a fair value adjustment of $28.6 million, net of taxes.

Outlook⁽¹⁾

On April 20, 2010, the Company reiterated its guidance to ship 201,000 to 212,000 Harley-Davidson motorcycles to dealers in 2010 and announced its expectation to ship 55,000 to 60,000 Harley-Davidson motorcycles in the second quarter of 2010.

On April 20, 2010, the Company reiterated that it expects gross margin to be between 32.0% and 33.5% for the full year of 2010. In addition, on April 20, 2010, the Company confirmed its expected capital expenditures for 2010 of approximately $235 million to $255 million including approximately $95 million to $110 million for capital expenditures made in connection with its restructuring activities in 2010. The Company anticipates it will have the ability to fund all capital expenditures in 2010 with internally generated funds.

37

Results of Operations for the Three Months Ended March 28, 2010

Compared to the Three Months Ended March 29, 2009

Consolidated Results

(in thousands, except earnings per share)	Three months ended						(Decrease) Increase			% Change
	March 28, 2010			March 29, 2009
Operating income from motorcycles & related products	$	126,107		$	231,013		$	(104,906	)	(45.4	%)
Operating income from financial services		26,682			11,205			15,477		(138.1	)
Operating income		152,789			242,218			(89,429	)	(36.9	)
Investment income		876			1,953			(1,077	)	(55.1	)
Interest expense		23,455			9,746			13,709		140.7
Income before income taxes		130,210			234,425			(104,215	)	(44.5	)
Provision for income taxes		61,469			106,372			(44,903	)	(42.2	)
Income from continuing operations		68,741			128,053			(59,312	)	(46.3	)
Loss from discontinued operations, net of income taxes		(35,416	)		(10,706	)		(24,710	)	230.8
Net income	$	33,325		$	117,347		$	(84,022	)	(71.6	%)
Diluted earnings per share from continuing operations	$	0.29		$	0.55		$	(0.26	)	(47.3	%)
Diluted loss per share from discontinued operations	$	(0.15	)	$	(0.05	)	$	(0.10	)	200.0	%
Diluted earnings per share	$	0.14		$	0.50		$	(0.36	)	(72.0	%)

Operating income for the Motorcycles segment continued to be impacted by the difficult economic environment. Motorcycles operating income fell 45.4% during the first quarter of 2010 driven by a decrease in shipments of Harley-Davidson motorcycles and restructuring charges. Operating income for the Financial Services segment was $26.7 million during the first quarter of 2010, an increase of $15.5 million. The return to profitability at HDFS after three consecutive quarters of operating losses was primarily driven by improved credit performance in the retail motorcycle loan portfolio and by lower cost of funds. The lower cost of funds was due in part to HDFS’ repayment in the fourth quarter of 2009 of amounts related to the Company’s $600.0 million senior unsecured notes issued in February 2009.

Interest expense for the first quarter of 2010 includes $22.5 million related to those senior unsecured notes, compared to $8.0 million in the first quarter of 2009. Prior to the end of the first quarter of 2009, the Company transferred the full proceeds from the issuance of the notes to HDFS in order to fund HDFS’ operations. As HDFS diversified its debt structure through a combination of actions during 2009, its funding profile improved. During the fourth quarter of 2009, HDFS transferred the full proceeds back to the Company. As a result, interest expense for 2009 includes interest on the notes only during the periods when the full proceeds were held at HDMC. Interest expense for the periods during which the proceeds were held by HDFS is included in financial services interest expense.

The effective income tax rate for the first quarter of 2010 was 47.2% compared to 45.4% for the first quarter of 2009. During the first quarter of 2010, the Patient Protection and Affordable Care Act was signed into law. As a result of this Act, reimbursements the Company receives under Medicare Part D coverage for providing retiree prescription drug benefits would no longer be tax free beginning in 2011. At the beginning of second quarter of 2010, the Health Care and Education Reconciliation Act of 2010 delayed the impact of this change to 2013; however, the Company has accounted for both Acts in the first quarter of 2010. On April 14, 2010, the SEC staff announced that the Office of the Chief Accountant would not object to a view that the two Acts should be considered together for accounting purposes. In addition, the increase in the effective income tax rate from the first quarter of 2009 to the first quarter of 2010 was partially due to the expiration of the federal research and development tax credit. During the first quarter of 2009, an unanticipated change in Wisconsin tax law resulted in the Company establishing a valuation allowance of $22.5 million related to net operating loss carryforwards. For 2010, the Company expects its full year effective income tax rate to be approximately 40.5% for continuing operations.⁽¹⁾

38

Motorcycles & Related Products Segment

Harley-Davidson Motorcycle Retail Sales

Worldwide independent dealer retail sales of Harley-Davidson motorcycles decreased 18.2% during the first quarter of 2010 compared to the first quarter of 2009. Retail sales results continue to be impacted on a global basis by difficult economic conditions. Retail sales of Harley-Davidson motorcycles decreased 24.3% in the United States and 2.8% internationally in the quarter. On an industry-wide basis, the heavyweight (651+cc) portion of the market was down 21.4% in the United States for the three months ended March 31, 2010 and down 11.2% in Europe for the two months ended February 28, 2010 when compared to the same periods in 2009. The following table includes retail unit sales of Harley-Davidson motorcycles:

Harley-Davidson Motorcycle Retail Sales^(a)

Heavyweight (651+cc)

	Three months ended		(Decrease) Increase		% Change
	March 31, 2010	March 31, 2009
North America Region
United States	31,845	42,041	(10,196	)	(24.3	%)
Canada	1,895	1,867	28		1.5
Total North America Region	33,740	43,908	(10,168	)	(23.2	)
Europe Region (Includes Middle East and Africa)
Europe(b)	7,558	7,567	(9	)	(0.1	)
Other	931	821	110		13.4
Total Europe Region	8,489	8,388	101		1.2
Asia Pacific Region
Japan	2,018	2,270	(252	)	(11.1	)
Other	2,416	2,648	(232	)	(8.8	)
Total Asia Pacific Region	4,434	4,918	(484	)	(9.8	)
Latin America Region	1,262	1,369	(107	)	(7.8	)
Total Worldwide Retail Sales	47,925	58,583	(10,658	)	(18.2	%)

(a) Data source for retail sales figures shown above is sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision. Only Harley-Davidson motorcycles are included in the Harley-Davidson Motorcycle Retail Sales data.

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

39

The following table includes industry retail motorcycle registration data:

Motorcycle Industry Retail Registrations

Heavyweight (651+cc)

	Three months ended		Decrease		% Change
	March 31, 2010	March 31, 2009
United States(a)	57,007	72,572	(15,565	)	(21.4	%)
	Two months ended		Decrease		% Change
	February 28, 2010	February 28, 2009
Europe(b)	27,763	31,268	(3,505	)	(11.2	%)

(a) U.S. industry data includes 651+cc models derived from submission of motorcycle retail sales by each major manufacturer to an independent third party. This third party data is subject to revision and update. Industry data includes three-wheeled vehicles.

(b) Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Industry retail motorcycle registration data includes 651+cc models derived from information provided by Giral S.A., an independent agency. This third party data is subject to revision and update. Industry data includes three-wheeled vehicles.

Industry retail registration data for the remaining international markets has not been presented because the Company does not believe definitive and reliable registration data is available at this time.

Motorcycle Unit Shipments

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

	Three months ended						Decrease		% Change
	March 28, 2010			March 29, 2009
United States	35,668	66.5	%	52,710	70.6	%	(17,042	)	(32.3	%)
International	18,006	33.5	%	21,960	29.4	%	(3,954	)	(18.0	)
Harley-Davidson motorcycle units	53,674	100.0	%	74,670	100.0	%	(20,996	)	(28.1	%)
Touring motorcycle units	22,885	42.6	%	25,975	34.8	%	(3,090	)	(11.9	%)
Custom motorcycle units*	22,572	42.1	%	31,919	42.7	%	(9,347	)	(29.3	)
Sportster motorcycle units	8,217	15.3	%	16,776	22.5	%	(8,559	)	(51.0	)
Harley-Davidson motorcycle units	53,674	100.0	%	74,670	100.0	%	(20,996	)	(28.1	%)
Buell motorcycle units	1,774			2,441			(667	)	(27.3	%)

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

40

The Company shipped 53,674 Harley-Davidson motorcycles worldwide during the first quarter of 2010, which was 28.1% lower than the first quarter of 2009. The first quarter 2010 shipment volume was in line with Company expectations and resulted in significantly lower U.S. dealer inventory at the end of the first quarter of 2010 compared to the end of the first quarter of 2009. Touring motorcycle unit mix increased 7.8 percentage points while Sportster motorcycle mix decreased 7.2 percentage points from the first quarter 2009 to the first quarter 2010. The shift in mix between Touring and Sportster was primarily due to continued demand for the Company’s higher-end Touring models combined with Sportster production schedules in 2009. During the first half of 2009, Sportster production was increased in anticipation of a more price-conscious consumer. However, consumer preference during 2009 skewed towards Touring models so the Company significantly reduced Sportster production during the fourth quarter of 2009 and slowed production during the first quarter of 2010. As 2010 progresses, the Company expects Sportster mix to return to historical ranges.⁽¹⁾ The Company announced on April 20, 2010 that it anticipates shipping between 55,000 to 60,000 Harley-Davidson motorcycle units in the second quarter of 2010.⁽¹⁾

Segment Results

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

	Three months ended				(Decrease) Increase			% Change
	March 28, 2010		March 29, 2009
Revenue:
Harley-Davidson motorcycles	$	808,806	$	1,010,809	$	(202,003	)	(20.0	%)
Buell motorcycles		10,790		19,144		(8,354	)	(43.6	)
		819,596		1,029,953		(210,357	)	(20.4	)
Parts & Accessories		149,086		169,662		(20,576	)	(12.1	)
General Merchandise		66,255		75,190		(8,935	)	(11.9	)
Other		2,398		3,627		(1,229	)	(33.9	)
Total revenue		1,037,335		1,278,432		(241,097	)	(18.9	)
Cost of goods sold		657,788		804,386		(146,598	)	(18.2	)
Gross profit		379,547		474,046		(94,499	)	(19.9	)
Selling & administrative expense		175,095		170,746		4,349		2.5
Engineering expense		30,109		37,425		(7,316	)	(19.5	)
Restructuring expense		48,236		34,862		13,374		38.4
Operating expense		253,440		243,033		10,407		4.3
Operating income from motorcycles	$	126,107	$	231,013	$	(104,906	)	(45.4	%)

41

The following table includes the estimated impact of significant factors affecting the comparability of revenues and gross profit from the first quarter of 2009 to the first quarter of 2010 (in millions):

	Net Revenue			Cost of Goods Sold			Gross Profit
March 29, 2009	$	1,278		$	804		$	474
Volume		(338	)		(218	)		(120	)
Foreign currency exchange rates and hedging		32			36			(4	)
Product mix		65			11			54
Raw material prices		—			1			(1	)
Manufacturing costs		—			24			(24	)
Total		(241	)		(146	)		(95	)
March 28, 2010	$	1,037		$	658		$	379

• Volume decreases were primarily the result of the 28.1% decrease in wholesale shipments of Harley-Davidson motorcycle units as well as lower volumes for Parts and Accessories and General Merchandise.

• Foreign currency exchange rate changes, primarily due to a strengthening Euro and Australian dollar during the first quarter of 2010, resulted in a positive impact on net revenue. However, gains and losses associated with foreign currency hedging (included in cost of goods sold) more than offset the positive impact of currency included in net revenue.

• Product mix benefited revenue and gross profit due to a shift primarily towards the Company’s higher margin touring motorcycles and changes in product mix within the Company’s motorcycle families. Product mix changes were also impacted by motorcycle option offerings, shipment location and related products.

• Manufacturing costs increased partially as the result of a higher fixed cost per unit due to allocating fixed costs to fewer units. Additionally, higher manufacturing costs were the result of increasing product cost associated with new models and increased product content, such as new features and options on the Company’s motorcycles. These increased costs were partially offset by productivity gains.

The net increase in operating expense was primarily due to the Company’s previously announced restructuring activities and increased international spending partially offset by ongoing cost reduction initiatives. For further information regarding the Company’s previously announced restructuring activities, refer to Note 5 of Notes to Condensed Consolidated Financial Statements.

42

Financial Services Segment

Segment Results

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

	Three months ended					Increase (Decrease)			% Change
	March 28, 2010		March 29, 2009
Interest income	$	160,012	$	96,158		$	63,854		66.4	%
Loss from securitizations		—		(4,136	)		4,136		N/M
Other income		9,825		12,645			(2,820	)	(22.3	)
Financial services revenue		169,837		104,667			65,170		62.3
Interest expense		81,203		53,700			27,503		51.2
Provision for credit losses		31,806		5,911			25,895		438.1
Operating expenses		30,146		33,851			(3,705	)	(10.9	)
Financial services expense		143,155		93,462			49,693		53.2
Operating income from financial services	$	26,682	$	11,205		$	15,477		138.1	%

On January 1, 2010, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140,” (codified within ASC Topic 860) and SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (codified in ASC Topic 810). As a result of the adoption of the new accounting guidance, the Company consolidated the assets and liabilities of its formerly unconsolidated QSPEs on January 1, 2010. Beginning in the three month period ended March 28, 2010, the Company began recognizing interest income and credit losses on the previously unconsolidated securitized receivables and interest expense on the related debt within its statements of operations. The Company’s statement of operations no longer includes income from securitizations including the initial gain or loss previously recorded on off-balance sheet securitizations, income on the investment in retained securitization interests and servicer fees. In addition, the Company will no longer incur charges related to other-than-temporary impairments on its investment in retained securitization interests as that asset has been derecognized.

Interest income for the three months ended March 28, 2010 benefited primarily from higher average retail finance receivables, which was driven by the consolidation of formerly off-balance sheet QSPEs. Interest expense was higher as a result of the increased borrowings related to the newly consolidated securitization trusts, partially offset by a lower cost of funds.

During the quarter ended March 28, 2010, there was no income or loss from securitizations due to the elimination of the investment in retained securitization interests. During the first quarter 2009, HDFS recorded a $17.1 million other-than-temporary impairment of certain retained securitization interests as a result of higher actual and anticipated credit losses on those securitization portfolios. Partially offsetting the other-than-temporary impairment was $13.0 million of income earned from the investment in the retained securitization interests.

Other income decreased during the first quarter of 2010 compared to the first quarter of 2009 primarily due to a $3.4 million derivative loss and no servicer fee income, offset by the benefit of no lower of cost or market valuation adjustment for finance receivables held for sale. As a result of the consolidation of the formerly off-balance sheet securitization trusts, the Company no longer records servicer fee income from servicing off-balance sheet finance receivables. During the first quarter of 2009, the Company earned $7.8 million of servicer fee income. During the first quarter of 2009, the Company recognized an $8.6 million charge to earnings for a lower of cost or market valuation adjustment related to its finance receivables held for sale. The charge, which was the result of the determination that the cost exceeded the fair value of the finance receivables held for sale,

43

was due to higher projected credit losses partially offset by lower funding costs. HDFS used discounted cash flow methodologies to estimate the fair value of finance receivables held for sale that incorporated appropriate assumptions for discount rate, funding costs and credit enhancement, as well as estimates concerning credit losses and prepayments that, in management’s judgment, reflected assumptions that market participants would use.

The provision for credit losses related to retail receivables increased by $28.5 million and the provision for credit losses related to wholesale receivables decreased $1.9 million in the first quarter of 2010 compared to the first quarter of 2009. The increase in the provision for retail credit losses in the first quarter of 2010 was primarily driven by an increase in finance receivables held for investment including those held by VIEs. The increase in finance receivables was largely due to the consolidation of previously unconsolidated securitized finance receivables during the first quarter of 2010 as well as the second quarter 2009 reclassification of $3.14 billion of finance receivables held for sale to finance receivables held for investment. As part of the January 1, 2010 adoption of the new accounting guidance within ASC Topic 810 and ASC Topic 860, the Company established an initial allowance for credit losses of $49.4 million related to the previously unconsolidated securitized finance receivables through an adjustment to retained earnings. Subsequent changes in the provision are included in the statement of operations.

Annualized losses on HDFS’ managed retail motorcycle loans were 2.83% during the first quarter of 2010 compared to 3.41% during the first quarter of 2009. The 30-day delinquency rate for managed retail motorcycle loans at March 28, 2010 decreased to 4.57% from 4.89% at March 29, 2009. At March 28, 2010, managed retail loans were comprised of all loans held by HDFS, including those that were consolidated beginning January 1, 2010. Prior to January 1, 2010, managed retail loans include loans held by HDFS as well as those sold through off-balance sheet securitization transactions. The decrease in credit losses from the first quarter of 2009 was due to a lower frequency of loss and improvement in the recovery values of repossessed motorcycles.

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

	Three months ended
	March 28, 2010			March 29, 2009
Balance, beginning of period	$	150,082		$	40,068
Allowance related to newly consolidated finance receivables(1)		49,424			—
Provision for finance credit losses		31,806			5,911
Charge-offs, net of recoveries		(39,212	)		(5,445	)
Balance, end of period	$	192,100		$	40,534

(1) As part of the required consolidation of formerly off-balance sheet securitization trusts, the Company established a $49.4 million allowance for finance credit losses related to the newly consolidated finance receivables.

At March 28, 2010, the allowance for finance credit losses on finance receivables held for investment was $175.7 million for retail receivables, which includes $128.3 million related to receivables held by VIEs, and $16.4 million for wholesale receivables. See Note 6 of Notes to Condensed Consolidated Financial Statements for more information on the Company’s VIEs. The allowance for finance credit losses on finance receivables held for investment was $26.4 million for retail receivables and $14.1 million for wholesale receivables at March 29, 2009. At March 29, 2009, the Company classified $2.67 billion of finance receivables as held for sale, which were carried at the lower of cost or estimated fair value. As such, no amount of the allowance for credit losses was related to the finance receivables held for sale at March 29, 2009.

44

HDFS’ periodic evaluation of the adequacy of the allowance for finance credit losses on finance receivables held for investment is generally based on HDFS’ past loan loss experience, known and inherent risks in the portfolio, current economic conditions and the estimated value of any underlying collateral.

Operating expenses decreased $3.7 million in the first quarter of 2010 as compared to the first quarter of 2009 primarily due to a reduction in salaries and benefits expense resulting from actions taken as part of the 2009 restructuring plan.

Other Matters

Contractual Obligations

As described in Note 2 of Notes to Condensed Consolidated Financial Statements, the Company adopted new accounting guidance that resulted in the consolidation of formerly off-balance sheet securitization trusts. As a result of the newly consolidated securitization trusts, the amount of debt carried in the Company’s consolidated financial statements has increased significantly since December 31, 2009. Accordingly, the Company has updated its Contractual Obligations table as of March 28, 2010 to reflect the new projected principal and interest payments for the remainder of 2010 and beyond as follows:

	2010		2011 - 2012		2013 - 2014		Thereafter		Total
Principal payments on debt	$	1,254,316	$	2,716,813	$	2,034,193	$	1,021,092	$	7,026,414
Interest payments on debt		276,434		551,655		309,667		235,593		1,373,349
	$	1,530,750	$	3,268,468	$	2,343,860	$	1,256,685	$	8,399,763

Interest obligations include the impact of interest rate hedges outstanding as of March 28, 2010. Interest for floating rate instruments, as calculated above, assumes rates in effect at March 28, 2010 remain constant.

There have been no other material changes to the Company’s summary of expected payments for significant contractual obligations under the caption “Contractual Obligations” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Commitments and Contingencies

The Company is subject to lawsuits and other claims related to environmental, product and other matters. In determining required reserves related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The required reserves are monitored on an ongoing basis and are updated based on new developments or new information in each matter.

Environmental Protection Agency Notice

The Company has received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company has submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. It is possible that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine or other relief. However, at this time the Company does not know and cannot reasonably estimate the impact of any remedies the EPA might seek.

Shareholder Lawsuits:

In re Harley-Davidson, Inc. Securities Litigation was a consolidated shareholder securities class action lawsuit filed in the United States District Court for the Eastern District of Wisconsin. On October 2, 2006, the Lead Plaintiffs filed a Consolidated Class Action Complaint, which named the Company and certain former Company officers as defendants, that alleged securities law violations and sought unspecified damages relating generally to the Company’s April 13, 2005 announcement that it was reducing short-term production growth and

45

planned increases of motorcycle shipments. In 2006, the defendants filed a motion to dismiss the Consolidated Complaint. On October 8, 2009, the judge granted defendants’ motion to dismiss, and the clerk of court entered judgment dismissing the consolidated lawsuit. No appeal was taken from the final judgment and the dismissal of the case became final. Subsequently, on March 18, 2010, a group of individuals who appear to be inmates in a federal correctional institution filed a motion to intervene which was immediately dismissed by the District Court because judgment had already been entered. On April 5, 2010, two of the individuals filed notices of appeal of the dismissal, but all appellate activity has been stayed pending required filings by intervenors/appellants. Defendants will oppose the appeal and seek to have the Order dismissing the motion to intervene affirmed.

In 2005, three shareholder derivative lawsuits were filed in the United States District Court for the Eastern District of Wisconsin (one of which was later voluntarily dismissed), 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 current or former 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 allege that officers and directors breached their fiduciary duties to the Company. In 2006, the state court consolidated the two state court derivative actions and appointed Lead Plaintiffs and Lead Plaintiffs’ counsel, and the state court ordered that the consolidated state court derivative action be stayed until after motions to dismiss the federal securities class action were decided.

On November 24, 2009, both federal court derivative plaintiffs moved to voluntarily dismiss their lawsuits and all claims without prejudice. On November 30, 2009, the federal court entered orders granting the motions and dismissing the federal court derivative lawsuits without prejudice, and those cases are now closed. Lead plaintiffs in the consolidated state court derivative action filed an amended complaint on February 22, 2010 and defendants moved to dismiss the amended complaint in its entirety on April 26, 2010. Further briefing and a hearing on the motion to dismiss are pending.

The Company believes the allegations in the state court derivative lawsuit are without merit and it intends to vigorously defend against the suit. 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.

York Environmental Matters:

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

46

Although the RI/FS is still underway 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 $5.9 million. The Company has established reserves for this amount, which are included in accrued liabilities in the Condensed 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 2015. Response Costs related to ground water remediation may continue for some time beyond 2015.

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.

Liquidity and Capital Resources as of March 28, 2010

Over the long-term, the Company expects that its business model will continue to generate cash that will allow it to invest in the business, fund future growth opportunities and return value to shareholders.⁽¹⁾ The Company believes the Motorcycles operations will continue to be primarily funded through internally-generated cash flows. The Company’s Financial Services operations have been funded with unsecured debt, unsecured commercial paper, an asset-backed commercial paper conduit facility and committed unsecured bank facilities and through the term asset-backed securitization market. The Company believes HDFS’ anticipated 2010 funding needs have been met through actions taken during 2009.⁽¹⁾ Any new capital market funding during 2010 is expected to be used to pre-fund 2011 funding requirements.⁽¹⁾

The Company’s strategy is to maintain a minimum of twelve months of its projected liquidity needs through a combination of cash and credit facilities. In addition, the Company will continue to carry higher cash balances until the U.S. economy, as well as the capital and credit markets and the Company’s debt ratings, stabilize and improve.

The Company is currently reviewing its strategic options relative to its Financial Services operations in order to find more diversified and cost-effective funding to meet HDFS’ goal of providing credit while delivering appropriate returns and profitability. Although the Company believes it has obtained the funding necessary to support HDFS’ operations for 2010⁽¹⁾, the Company recognizes that it must be able to adjust its business to a changing lending environment. The Company intends to continue to diversify its funding profile through a combination of short-term and long-term funding vehicles, reduce its reliance on the term asset-backed securitization market and continue to pursue all avenues to obtain cost-effective funding. The Financial Services operations could be negatively affected by higher costs of funding and increased difficulty of raising, or potential unsuccessful efforts to raise, funding in the short-term and long-term capital markets.⁽¹⁾ These negative consequences could in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through its Financial Services operations to provide loans to independent dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital.

47

Cash Flow Activity

The following table summarizes the operating, investing and financing cash flow activity of continuing operations for the periods indicated (in thousands):

	Three months ended
	March 28, 2010			March 29, 2009
Net cash provided by (used by) operating activities of continuing operations	$	200,842		$	(227,026	)
Net cash provided by (used by) investing activities of continuing operations		183,546			(6,990	)
Net cash (used by) provided by financing activities of continuing operations		(554,196	)		553,681
Total	$	(169,808	)	$	319,665

Operating Activities of Continuing Operations

The increase in operating cash flow for the first quarter of 2010 compared to the first quarter of 2009 was due primarily to the changes in classification of the Company’s retail lending activities and favorable movements in working capital.

Retail loans originated during the first quarter of 2009 were classified as held-for-sale based on the Company’s intent to securitize these U.S. retail motorcycle loans in off-balance sheet securitization transactions under prior U.S. GAAP. Accordingly, the origination and collection of these retail loans were components of operating cash flows. In connection with the Company’s adoption of the new guidance within ASC Topic 810 and ASC Topic 860 on January 1, 2010, all U.S. retail motorcycle finance receivables are considered held for investment, as the Company has the intent and ability to hold the finance receivables for the foreseeable future, or until maturity. Consistent with the adoption guidance within ASC Topic 810 and ASC Topic 860, which requires the Company to adopt the standards on a prospective basis as if they had always been in effect, the Company has classified the post-January 1, 2010 cash flows related to all of its retail motorcycle finance receivables as investing cash flows in the statement of cash flows.

Investing Activities of Continuing Operations

The Company’s investing activities consist primarily of capital expenditures and net changes in finance receivables held for investment. Capital expenditures were $14.6 million and $20.0 million during the first quarters of 2010 and 2009, respectively. Net changes in finance receivables held for investment in the first quarter of 2010 reflect the Company’s increased utilization of on-balance sheet term asset-backed securitization transactions subsequent to March 29, 2009 as well as the cash flows from finance receivables held by securitization trusts that were not consolidated prior to January 1, 2010. The effects of consolidating formerly off-balance sheet QSPEs are discussed further in Note 2 of Notes to Condensed Consolidated Financial Statements.

Financing Activities of Continuing Operations

The Company’s financing activities consist primarily of debt activity, dividend payments and share repurchases. As of March 28, 2010, there were 16.7 million shares remaining on a board-approved share repurchase authorization. An additional board-approved share repurchase authorization is in place to offset option exercises.

The Company paid dividends of $0.10 per share at a total cost of $23.5 million during each of the first quarters of 2010 and 2009.

48

As of March 28, 2010, debt increased by $2.54 billion compared to March 29, 2009, primarily driven by the Company’s adoption of new accounting guidance within ASC Topic 810 and ASC Topic 860, which resulted in the consolidation of all formerly off-balance sheet QSPE debt. The Company’s total outstanding debt consisted of the following as of March 28, 2010 and March 29, 2009 (in thousands):

	March 28, 2010		March 29, 2009
Credit facilities	$	430,740	$	384,203
Unsecured commercial paper		286,837		1,457,718
Medium-term notes		2,102,154		1,606,833
Senior unsecured notes		600,000		600,000
		3,419,731		4,048,754
Asset-backed conduit facility		—		432,806
Finance receivable securitization debt		3,606,683		—
Debt held by variable interest entities		3,606,683		432,806
Total debt	$	7,026,414	$	4,481,560

In order to access the debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings. Generally, lower credit ratings result in higher borrowing costs and reduced access to debt capital markets. A credit rating agency may change or withdraw the Company’s ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. The Company’s short-term debt ratings affect its ability to issue unsecured commercial paper. The Company’s short- and long-term debt ratings as of March 28, 2010 were as follows:

	Short-Term	Long-Term	Outlook
Moody’s	P2	Baa1	Negative
Standard & Poor’s	A2	BBB	Stable
Fitch	F2	BBB+	Negative

Credit Facilities – On April 29, 2010, the Company and HDFS entered into a new $675.0 million 364-day credit facility (New 364-Day Credit Facility) to refinance and replace a $625.0 million 364-day credit facility (2009 364-Day Credit Facility), which matured in April 2010. The New 364-Day Credit Facility matures in April 2011. In connection with the New 364-Day Credit Facility, the Company and HDFS also entered into a new $675.0 million three-year credit facility to refinance and replace a $950.0 million three-year credit facility agreement, which was set to mature in July 2011. The new three-year credit facility matures in April 2013. The New 364-Day Credit Facility and the new three-year credit facility agreement (together, the Global Credit Facilities) bear interest at various variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support HDFS’ unsecured commercial paper program.

Unsecured Commercial Paper – Subject to limitations, HDFS can issue unsecured commercial paper of up to $1.35 billion as of April 29, 2010 as a result of the Global Credit Facilities discussed above. Outstanding unsecured commercial paper may not exceed the unused portion of the Global Credit Facilities. Maturities may range up to 365 days from the issuance date. HDFS intends to finance the repayment of unsecured commercial paper as it matures by issuing traditional unsecured commercial paper or through other means, such as borrowing under the Global Credit Facilities, borrowing under its asset-backed commercial paper conduit facility and term asset-backed securitizations.⁽¹⁾

49

Medium-Term Notes – The Company had the following medium-term notes (collectively, the Notes) issued and outstanding at March 28, 2010 (in thousands):

Principal Amount		Rate		Issue Date	Maturity Date
$	200,000	5.00	%	December 2005	December 2010
$	400,000	5.25	%	December 2007	December 2012
$	1,000,000	6.80	%	May 2008	June 2018
$	500,000	5.75	%	November 2009	December 2014

The Notes provide for semi-annual interest payments and principal due at maturity. At March 28, 2010 and March 29, 2009, the Notes included a fair value adjustment increasing the balance by $4.7 million and $9.0 million, respectively, 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. Unamortized discounts on the Notes reduced the balance by $2.6 million and $2.1 million at March 28, 2010 and March 29, 2009, respectively.

Senior Unsecured Notes – In February 2009, the Company issued $600.0 million of senior unsecured notes in an underwritten offering. The senior unsecured notes mature in February 2014 and have an annual interest rate of 15%. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. Prior to the end of the first quarter of 2009, the Company transferred the full proceeds from the issuance to HDFS in order to fund HDFS’ operations. As HDFS diversified its debt structure through a combination of actions during 2009, its funding profile improved. During the fourth quarter of 2009, HDFS transferred the full proceeds back to the Company.

Asset-Backed Commercial Paper Conduit Facility – During April 2009, HDFS entered into a new revolving asset-backed conduit facility agreement (2009 Conduit Loan Agreement) to refinance and replace the existing $500.0 million asset-backed conduit facility agreement (2008 Conduit Loan Agreement). The 2009 Conduit Loan Agreement provides for the extension of credit by a group of third-party bank sponsored conduits, some of which were party to the 2008 Conduit Loan Agreement. The 2009 Conduit Loan Agreement provided for total revolving borrowings of up to $1.20 billion as of March 28, 2010 based on, among other things, the amount of eligible U.S. retail motorcycle loan collateral. As part of the April 2009 transaction, HDFS increased the U.S. retail motorcycle loan collateral by $354.4 million and also increased the debt issued to the third-party bank sponsored conduits from $500.0 million to $640.2 million. At March 28, 2010, HDFS had no outstanding borrowings under the 2009 Conduit Loan Agreement.

This debt provides for interest on outstanding principal based on prevailing commercial paper rates, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The 2009 Conduit Loan Agreement also provides for an unused commitment fee based on the unused portion of the total aggregate commitment or $1.20 billion as of March 28, 2010. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivable collateral are applied to outstanding principal with the balance due at maturity. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, as of March 28, 2010, the 2009 Conduit Loan Agreement had an expiration date of April 29, 2010, at which time HDFS will be obligated to repay any amounts outstanding in full. On April 29, 2010, the 2009 Conduit Loan Agreement was extended by 90 days by mutual agreement of HDFS and its lenders. In addition, the total amount of borrowings available under the 2009 Conduit Loan Agreement was reduced from $1.20 billion to $600.0 million.

Finance Receivable Securitization Debt – On January 1, 2010, the Company adopted new guidance within ASC Topics 810 and 860 for consolidating VIEs. As a result, the Company consolidated the securitized U.S. retail motorcycle loans, resulting secured borrowings, and other related assets and liabilities related to the formerly unconsolidated QSPEs in the Company’s consolidated financial statements. The consolidation of the secured notes related to these VIEs resulted in a $1.89 billion increase in securitization debt on January 1, 2010, the effective date of adoption.

50

During 2009, the Company issued $2.46 billion of secured notes through four separate term asset-backed securitization transactions that were consolidated in the Company’s financial statements due to the structure of those transactions at the time of issuance.

For all of the term asset-backed securitization transactions, the Company transferred U.S. retail motorcycle loans to separate VIEs, which in turn issued secured notes, with various maturities and interest rates to investors. All of the notes held by the VIEs are secured by future collections of the purchased U.S. retail motorcycle loans. The U.S. retail motorcycle loans included in the term asset-backed securitization transactions are only available for payment of the debt and other obligations arising from term asset-backed securitization transactions and are not available to pay other obligations or claims of the Company’s creditors until the associated debt and other obligations are satisfied. Cash and cash equivalent balances held by the VIEs are used only to support the securitizations. There is no amortization schedule for the secured notes; however, the debt is reduced monthly as available collections on the related retail motorcycle loans are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2010 to 2017.

As of March 28, 2010, the assets of the VIEs totaled $4.48 billion, of which $4.06 billion of finance receivables and $397.7 million of cash were restricted as collateral for the payment of $3.61 billion of obligations under the secured notes. Approximately $898.9 million of the obligations under the secured notes were classified as current at March 28, 2010, based on the contractual maturities of the restricted finance receivables (the amounts of obligations classified as current debt held by VIEs and long-term debt held by VIEs have been revised from the corresponding amounts presented in the Company’s quarterly earnings press release on April 20, 2010).

Intercompany Borrowing – During the first quarter of 2009, HDFS borrowed $600.0 million from the Company with interest terms matching the Company’s senior unsecured notes described above. In addition, 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 28, 2010 and March 29, 2009, HDFS had no outstanding borrowings owed to the Company under the revolving credit line.

The Company has a support agreement with HDFS whereby, if required, the Company agrees to provide HDFS with financial support in order to maintain HDFS’ fixed-charge coverage at 1.25 and minimum net worth of $40.0 million. Support may be provided at the Company’s option as capital contributions or loans. Accordingly, certain debt covenants may restrict the Company’s ability to withdraw funds from HDFS outside the normal course of business. No amount has ever been provided to HDFS under the support agreement.

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

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

• incur certain additional indebtedness;

• assume or incur certain liens;

• participate in a merger, consolidation, liquidation or dissolution; and

• purchase or hold margin stock.

Under the financial covenants of the Global Credit Facilities and the asset-backed commercial paper conduit facility, the debt to equity ratio of HDFS and its consolidated subsidiaries cannot exceed 10.0 to 1.0 and HDFS must maintain a consolidated tangible net worth of not less than $500.0 million. In addition, the Company must maintain a minimum interest coverage ratio of 2.0 to 1.0 during the period from April 29, 2010 until December 2010, 2.25 to 1.0 during the period from December 2010 until March 2011 and 2.5 to 1.0 thereafter. No financial covenants are required under the Notes.

At March 28, 2010, HDFS and the Company remained in compliance with all of the then existing covenants.

51

Cash Flows from Discontinued Operations

Cash flows from discontinued operations consist of the operating and investing activities of MV. During the three months ended March 28, 2010 and March 29, 2009, cash flows from discontinued operations were a net cash outflow of $14.8 million and $20.2 million, respectively. The Company expects that consolidated cash flow will benefit once the divestiture of MV is complete, which is expected to be during 2010.⁽¹⁾

Cautionary Statements

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

(i) execute its strategy and successfully exit certain product lines and divest certain Company assets;

(ii) effectively execute the Company’s restructuring plans within expected costs and timing;

(iii) successfully achieve with the Company’s labor unions flexible and cost-effective agreements to accomplish restructuring goals and long-term competitiveness;

(iv) manage the risks that the Company’s independent dealers may have difficulty obtaining capital, and adjusting to the recession and slowdown in consumer demand;

(v) manage supply chain issues;

(vi) anticipate the level of consumer confidence in the economy;

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

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

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

(x) manage production capacity and production changes;

(xi) provide products, services and experiences that are successful in the marketplace;

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

(xiii) sell all of its motorcycles and related products and services to its independent dealers;

(xiv) continue to develop the capabilities of its distributor and dealer network;

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

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

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

(xviii) retain and attract talented employees;

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

(xx) implement and manage enterprise-wide information technology solutions and secure data contained in those systems.

In addition, the Company could experience delays or disruptions in its operations as a result of work stoppages, strikes, natural causes, terrorism or other factors. Other factors are described in risk factors that the Company has disclosed in documents previously filed with the Securities and Exchange Commission. Many of these risk factors are impacted by the current turbulent capital, credit and retail markets and the Company’s ability to adjust to the recession.

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

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

52

Refer to “Risk Factors” under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 for 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 Annual Report on Form 10-K for the year ended December 31, 2009 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 Annual Report on Form 10-K for the year December 31, 2009.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls

There was no change in the Company’s internal control over financial reporting during the quarter ended March 28, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

53

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Environmental Protection Agency Notice

The Company has received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company has submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. It is possible that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine or other relief. However, at this time the Company does not know and cannot reasonably estimate the impact of any remedies the EPA might seek.

Shareholder Lawsuits:

In re Harley-Davidson, Inc. Securities Litigation was a consolidated shareholder securities class action lawsuit filed in the United States District Court for the Eastern District of Wisconsin. On October 2, 2006, the Lead Plaintiffs filed a Consolidated Class Action Complaint, which named the Company and certain former Company officers as defendants, that alleged securities law violations and sought unspecified damages relating generally to the Company’s April 13, 2005 announcement that it was reducing short-term production growth and planned increases of motorcycle shipments. In 2006, the defendants filed a motion to dismiss the Consolidated Complaint. On October 8, 2009, the judge granted defendants’ motion to dismiss, and the clerk of court entered judgment dismissing the consolidated lawsuit. No appeal was taken from the final judgment and the dismissal of the case became final. Subsequently, on March 18, 2010, a group of individuals who appear to be inmates in a federal correctional institution filed a motion to intervene which was immediately dismissed by the District Court because judgment had already been entered. On April 5, 2010, two of the individuals filed notices of appeal of the dismissal, but all appellate activity has been stayed pending required filings by intervenors/appellants. Defendants will oppose the appeal and seek to have the Order dismissing the motion to intervene affirmed.

In 2005, three shareholder derivative lawsuits were filed in the United States District Court for the Eastern District of Wisconsin (one of which was later voluntarily dismissed), 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 current or former 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 allege that officers and directors breached their fiduciary duties to the Company. In 2006, the state court consolidated the two state court derivative actions and appointed Lead Plaintiffs and Lead Plaintiffs’ counsel, and the state court ordered that the consolidated state court derivative action be stayed until after motions to dismiss the federal securities class action were decided.

On November 24, 2009, both federal court derivative plaintiffs moved to voluntarily dismiss their lawsuits and all claims without prejudice. On November 30, 2009, the federal court entered orders granting the motions and dismissing the federal court derivative lawsuits without prejudice, and those cases are now closed. Lead plaintiffs in the consolidated state court derivative action filed an amended complaint on February 22, 2010 and defendants moved to dismiss the amended complaint in its entirety on April 26, 2010. Further briefing and a hearing on the motion to dismiss are pending.

The Company believes the allegations in the state court derivative lawsuit are without merit and it intends to vigorously defend against the suit. 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.

54

York Environmental Matters:

The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy. 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 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 underway 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 $5.9 million. The Company has established reserves for this amount, which are included in accrued liabilities in the Condensed 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 2015. Response Costs related to ground water remediation may continue for some time beyond 2015.

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.

55

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 28, 2010:

2010 Fiscal Month1	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31	697	$	25	—	22,558,421
February 1 to February 28	48,470	$	24	—	23,371,546
March 1 to March 28	—	$	—	—	23,371,546
Total	49,167	$	24	—

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 purchase shares under this authorization during the first quarter ended March 28, 2010.

In December 2007, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date. As of December 31, 2009, 16.7 million shares remained under this authorization.

The Harley-Davidson, Inc. 2009 Incentive Stock Plan and predecessor stock plans permit participants to satisfy all or a portion of the statutory federal, state and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares, in each case having a value equal to the amount to be withheld. During the first quarter of 2010, the Company acquired 49,167 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock awards.

Item 6 – Exhibits

Refer to the Exhibit Index on page 58 of this report.

56

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 6, 2010	/s/ John A. Olin
	John A. Olin
	Senior Vice President and Chief Financial Officer (Principal financial officer)
Date: May 6, 2010	/s/ Mark R. Kornetzke
	Mark R. Kornetzke
	Chief Accounting Officer (Principal accounting officer)

57

Harley-Davidson, Inc.

Exhibit Index to Form 10-Q

Exhibit No.	Description
3.1	Composite of Restated Articles of Incorporation of Harley-Davidson, Inc. as amended through April 26, 2010
4.1	3-Year Credit Agreement dated as of April 29, 2010 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent and global swing line lender (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated April 29, 2010 (File No. 1-9183))
4.2	364-Day Credit Agreement dated as of April 29, 2010 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated April 29, 2010 (File No. 1-9183))
4.3	Amendment No. 1 to Loan and Servicing Agreement dated as of April 29, 2010 by and among certain subsidiaries of the Company, various institutions party thereto as lenders and agents and JPMorgan Chase Bank, N.A. as, among other things, Program Agent (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K dated April 29, 2010 (File No. 1-9183))
4.4	Letter Agreement dated as of April 30, 2010 by and among certain subsidiaries of the Company, various institutions party thereto as lenders and agents and JPMorgan Chase Bank, N.A. as, among other things, an Administrative Agent, relating to Amendment No. 1 to Loan and Servicing Agreement (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K dated April 29, 2010 (File No. 1-9183))
10.1	Employment Transition Agreement between the Registrant and Gail A. Lione dated February 8, 2010
10.2	Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.3	Form of Notice of Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.4	Form of Notice of Special Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.5	Form of Notice of Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.6	Form of Notice of Award of Restricted Stock and Restricted Stock Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.7	Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.8	Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan

58

Harley-Davidson, Inc.

Exhibit Index to Form 10-Q

Exhibit No.	Description
10.9	Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
10.10	Form of Notice of Grant of Stock Appreciation Rights and Stock Appreciation Rights Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan
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. §1350
101	Financial statements from the quarterly report on Form 10-Q of Harley-Davidson, Inc. for the quarter ended March 28, 2010, filed on May 6, 2010, formatted in XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text.

59

EX-3.1

Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION, as amended through April 26, 2010

* * * * *

ARTICLE I

The name of the Corporation is Harley-Davidson, Inc.

ARTICLE II

The registered agent and registered office of the Corporation is CT Corporation System, 44 E. Mifflin St., Madison, Wisconsin 53703.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Wisconsin Business Corporation Law.

ARTICLE IV

(a) AUTHORIZED SHARES. The total number of shares of all classes of stock that the Corporation is authorized to issue is eight hundred two million (802,000,000), consisting of (i) eight hundred million (800,000,000) shares of Common Stock of $.01 par value (“Common Stock”), and (ii) two million (2,000,000) shares of Preferred Stock of $1.00 par value.

All cross references in each Subdivision of this ARTICLE IV refer to other paragraphs in such subdivision unless otherwise indicated.

(i) Voting Rights. The holders of Common Stock will be entitled to one vote per share on all matters to be voted on by the Corporation’s shareholders.

(ii) Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the surrender of any certificate representing shares of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Common Stock represented by the surrendered certificate (and the Corporation forthwith shall cancel such surrendered certificate), subject to the requirements of applicable securities laws. Each such new certificate shall be registered in such name and shall represent such number of shares as shall be requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate.

(iii) Replacement.

(A) Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder without bond shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Common Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender of such certificate, the Corporation shall, at the expense of the registered holder, execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Common Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(B) The term “outstanding” when used in this ARTICLE IV with reference to the shares of Common Stock as of any particular time shall not include any such shares represented by any certificate in lieu of which a new certificate has been executed and delivered by the Corporation in accordance with paragraph (ii) or this paragraph (iii), but shall include only those shares represented by such new certificate.

(iv) DISSOLUTION. Upon the dissolution of the Corporation, after there shall have been paid to or set aside for the holders of shares of Preferred Stock the full preferential amounts to which they are entitled, if any, the holders of outstanding shares of Common Stock shall be entitled to receive pro rata the remaining net assets of the Corporation.

(b) PREFERRED STOCK. The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law and the provisions of the Restated Articles of Incorporation of the Corporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuances thereof, prior to the issuances of any shares thereof. Unless otherwise provided in the resolution establishing a series of Preferred Stock, prior to the issue of any shares of a series so established or to be established, the Board of Directors may, by resolution, amend the relative rights and preferences of the shares of such series.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each class of stock shall be governed by the following provisions:

(i) The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, including (but not limiting the generality thereof) the following:

(A) The number of shares to constitute each such series, and the designation of each such series.

2

(B) The dividend rate of each such series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of any class or classes of stock, and whether such dividends shall be cumulative or non-cumulative.

(C) Whether the shares of each such series shall be subject to redemption by the Corporation and if made subject to such redemption, the times, prices and other terms and conditions of such redemption.

(D) The terms and amount of any sinking fund provided for the purchase or redemption of the shares of each such series.

(E) Whether or not the shares of each such series shall be convertible into or exchangeable for shares of any other class or classes or any other series of any other class or classes of stock of the Corporation, and, if provision be made for conversion or exchange, the times, prices, rates of exchange, adjustments, and other terms and conditions of such conversion or exchange.

(F) The extent, if any, to which the holders of the shares of each such series shall be entitled to vote with respect to the election of directors or otherwise.

(G) The restrictions, if any, on the issue or reissue of any additional Preferred Stock.

(H) The rights of the holders of the shares of each such series upon the dissolution of, or upon the distribution of the assets of, the Corporation.

(ii) Except as otherwise required by law and except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting powers whatsoever.

(c) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK. Pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Restated Articles of Incorporation, a series of shares of Preferred Stock, par value $1.00 per share, of the Corporation be and it hereby is created, and the designation and amount thereof and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (“Series A Preferred Stock”) and the number of shares constituting such series shall be 500,000.

3

Section 2. Dividends and Distributions.

(A) The holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after the close of business on August 20, 2000 (the “Record Date”) (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

4

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the Record Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other resolution of the Board of Directors creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(C) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

5

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior to or on a parity with (both as to dividends or upon dissolution, liquidation or winding up) the Series A Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by the Corporation or otherwise controlled by the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. All shares of Series A Preferred Stock that shall at any time have been reacquired by the Corporation shall, after such reacquisition, have the status of authorized but unissued shares of Preferred Stock of the Corporation, without designation as to series, and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (B) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Record Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a

6

greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination, share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Record Date (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or (C) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Amendment. To the fullest extent permitted by applicable law, prior to such time as shares of Series A Preferred Stock are issued and outstanding, the Board of Directors may modify, amend, alter or revoke any of the number of shares of Series A Preferred Stock, the powers, preferences or special rights of the Series A Preferred Stock or the other terms of the Series A Preferred Stock. From and after such time as shares of Series A Preferred Stock are issued and outstanding, the Restated Articles of Incorporation of the Corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

Section 10. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

7

ARTICLE V

(a) VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

(i) In addition to any affirmative vote required by law or these Restated Articles of Incorporation, and except as otherwise expressly provided in Section (b) of this ARTICLE V:

(A) any merger of the Corporation or any Subsidiary (as hereinafter defined), or any share exchange to which the Corporation is a party with (I) any Interested Shareholder (as hereinafter defined) or (II) any other corporation (whether or not an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or in a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of all or a Substantial Part of the assets of the Corporation (including, without limitation, any securities of a Subsidiary) or any Subsidiary; or

(C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or in a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof); or

(D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

(E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger of the Corporation with any of its Subsidiaries or any share exchange to which the Corporation is a party or any self tender offer for or repurchase of securities of the Corporation by the Corporation or any Subsidiary or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder, shall require the affirmative vote of the holders of at least 66-2/3% of the voting power of the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”) (it being understood that for purposes of this ARTICLE V, each share of the Voting Stock shall have the number of votes granted to it pursuant to ARTICLE IV of these Restated Articles of Incorporation), which vote shall include the affirmative vote of at least a majority of the voting power of the

8

then outstanding shares of Voting Stock held by shareholders other than the Interested Shareholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by these Restated Articles of Incorporation or in any agreement with any national securities exchange or otherwise.

(ii) The term “Business Combination” as used in this ARTICLE V shall mean any transaction which is referred to in any one or more of subparagraphs (A) through (E) of paragraph (i) of this Section (a).

(b) WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section (a) of this ARTICLE V shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law, any other provision of these Restated Articles of Incorporation or any agreement with any national securities exchange, if, in the case of a Business Combination that does not involve any cash or other consideration being received by the shareholders of the Corporation, solely in their respective capacities as shareholders of the Corporation, the condition specified in the following paragraph (i) is met, or, in the case of any other Business Combination, the conditions specified in either of the following paragraphs (i) and (ii) are met:

(i) The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

(ii) Each of the five conditions specified in the following subparagraphs (A) through (E) shall have been met:

(A) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of consummation of the Business Combination of consideration other than cash to be received per share by holders of each class of Voting Stock in such Business Combination shall be at least equal to the higher of the following:

(I) (if applicable) the Highest Per Share Price (as hereinafter defined) (including the brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any shares of such class of Voting Stock beneficially owned by the Interested Shareholder which were acquired beneficially by such Interested Shareholder (x) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; or

(II) the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (such latter date is referred to in this ARTICLE V as the “Determination Date”), whichever is higher; or

9

(III) an amount which bears the same or greater percentage relationship to the Fair Market Value of such class of Voting Stock on the Announcement Date as the Highest Per Share Price determined in (ii) (A) (I) above bears to the Fair Market Value of such class of Voting Stock on the date of the commencement of the acquisition of Voting Stock by such Interested Shareholder.

(B) The consideration to be received by holders of the outstanding Voting Stock shall be in cash or in the same form as was previously paid in order to acquire beneficially shares of Voting Stock that are beneficially owned by the Interested Shareholder. If the Interested Shareholder beneficially owns shares of Voting Stock that were acquired with varying forms of consideration, the form of consideration to be received by holders of Voting Stock shall be either cash or the form used to acquire beneficially the largest number of shares of Voting Stock beneficially acquired by it prior to the Announcement Date.

(C) After such Interested Shareholder has become an Interested Shareholder and prior to consummation of such Business Combination: (I) there shall have been (x) no reduction in the annual rate of dividends paid on the Voting Stock (except as necessary to reflect any subdivision of the Voting Stock), except as approved by a majority of the Disinterested Directors, and (y) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Voting Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors; and (II) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which resulted in such Interested Shareholder becoming an Interested Shareholder.

(D) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(E) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

10

(c) CERTAIN DEFINITIONS. For the purposes of this ARTICLE V:

(i) A “person” shall mean any individual, firm, corporation, group (as such term is defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as in effect on March 1, 1991) or other entity.

(ii) “Interested Shareholder” shall mean any person (other than the Corporation, any Subsidiary or any compensation or retirement plan of the Corporation) who or which, as of the record date for the determination of shareholders entitled to notice of and to vote on such Business Combination or immediately prior to the consummation of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more than 10% of the voting power of the outstanding Voting Stock; or

(B) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Stock; or

(C) is an assignee of or has otherwise succeeded to beneficial ownership of any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(iii) A person shall be a “beneficial owner” of any Voting Stock:

(A) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(B) which such person or any of its Affiliates or Associates has (I) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise or (II) the right to vote or direct the vote pursuant to any agreement, arrangement or understanding; or

(C) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of any shares of Voting Stock.

(iv) For the purposes of determining whether a person is an Interested Shareholder pursuant to paragraph (ii) of this Section (c), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph (iii) of this Section (c) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise.

11

(v) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on March 1, 1991.

(vi) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation or by a Subsidiary or by the Corporation and one or more subsidiaries; provided, however, that for the purposes of the definition of Interested Shareholder set forth in paragraph (ii) of this Section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(vii) “Substantial Part” means more than 10% of the book value of the total assets of the person or entity in question, as of the end of its most recent fiscal year ending prior to the time of the determination.

(viii) “Disinterested Director” means any member of the Board of Directors of the Corporation who is unaffiliated with, and not a nominee of, the Interested Shareholder and was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Disinterested Director who is unaffiliated with, and not a nominee of, the Interested Shareholder and who is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

(ix) “Fair Market Value” means: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the Composite Tape for American Stock Exchange-Listed Stocks, or if such stock is not quoted on such Composite Tape, on the American Stock Exchange or on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation with respect to a share of stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (B) in the case of stock of any class or series which is not traded on any United States registered securities exchange nor in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such property on the date in question as determined Disinterested Directors in good faith.

(x) References to “Highest Per Share Price” shall reflect an appropriate adjustment for any dividend or distribution in shares of Voting Stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.

12

(xi) In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in subparagraph (A) of paragraph (ii) of Section (b) of this ARTICLE V shall include the shares of Voting Stock retained by the holders of such shares.

(d) POWERS OF THE BOARD OF DIRECTORS. A majority of the Disinterested Directors of the Corporation shall have the power and duty to determine for the purposes of this ARTICLE V on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this ARTICLE V, including, without limitation, (i) whether a person is an Interested Shareholder, (ii) whether a Business Combination is proposed by or on behalf of an Interested Shareholder or an Affiliate of an Interested Shareholder, (iii) the number of shares of Voting Stock beneficially owned by any person, (iv) whether a person is an Affiliate or Associate of another person, (v) whether the requirements of Section (b) (ii) of this ARTICLE V have been met with respect to any Business Combination, and (vi) whether any Business Combination involves all or a Substantial Part of the assets of the Corporation or any Subsidiary. The good faith determination of a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this ARTICLE V.

(e) NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS. Nothing contained in this ARTICLE V shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

(f) AMENDMENT OR REPEAL. Notwithstanding any other provision of these Restated Articles of Incorporation or the By-laws of the Corporation to the contrary (and notwithstanding the fact that a lesser percentage may be specified by law, these Restated Articles of Incorporation or the By-laws of the Corporation), the affirmative vote of the holders of at least 66-2/3% of the voting power of the then outstanding shares of Voting Stock shall be required to alter, amend or repeal this ARTICLE V or to adopt any provision inconsistent therewith provided, however, that if there is an Interested Shareholder on the record date for the meeting at which such action is submitted to the shareholders for this consideration, such 66-2/3% vote must include the affirmative vote of at least a majority of the voting power of the then outstanding shares of Voting Stock held by shareholders other than the Interested Shareholder.

ARTICLE VI

(a) BOARD OF DIRECTORS.

(i) NUMBER, TERM AND QUALIFICATION. The authorized number of directors of the Corporation which shall constitute the entire Board of Directors shall be such as from time to time shall be determined by a majority of the then authorized number of directors, but in no case shall the authorized number of directors be less than six nor more than fifteen. Until the annual meeting of shareholders of the Corporation held in 2010, the directors shall be divided with respect to the time for which they

13

severally hold office into three classes, as nearly equal in number as possible (but with not less than two directors in each class), as determined by the Board of Directors, with the members of each class to hold office until their successors have been elected and qualified. At each annual meeting of shareholders prior to the annual meeting of shareholders of the Corporation held in 2010, the successors of the members of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Commencing with the annual meeting of shareholders of the Corporation held in 2010, directors shall hold office for terms as follows: (i) at the 2010 annual meeting of shareholders, directors for whom such annual meeting is the annual meeting of shareholders held in the third year following the year of their election (or such directors’ successors) shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified, (ii) at the 2011 annual meeting of shareholders, directors for whom such annual meeting is the annual meeting of shareholders held in the third year following the year of their election and directors elected at the 2010 annual meeting of shareholders (or such directors’ successors) shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified, and (iii) at the 2012 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(ii) REMOVAL. Any director may be removed from office by the shareholders, but only for cause and only by the affirmative vote of a majority of the votes then entitled to be cast in an election of directors.

(iii) VACANCIES. Any vacancy occurring in the Board of Directors, including, but not limited to, a vacancy created by an increase in the number of directors or the removal of a director, shall be filled only by the affirmative vote of a majority of the directors then in office, even if such majority is less than a quorum of the Board of Directors, or by a sole remaining director. If no director remains in office, any vacancy may be filled by the shareholders. Any director elected to fill a vacancy prior to the annual meeting of shareholders of the Corporation held in 2010 shall serve until the next election of the class for which such director shall have been chosen. Any director elected to fill a vacancy after the annual meeting of shareholders of the Corporation held in 2010 shall serve until the next annual meeting of shareholders, except that any director who is replacing a director who was in the course of serving a three-year term shall serve for the remainder of the predecessor’s term.

(b) NOMINATIONS AND QUALIFICATIONS OF DIRECTORS. Nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote generally in the election of directors. However, any shareholder entitled to vote generally in the election of directors may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder’s intent to make such nominations has been given, either by personal

14

delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of shareholders, 60 calendar days in advance of the date in the current fiscal year of the Corporation corresponding to the date the Corporation released its proxy statement to shareholders in connection with the annual meeting for the immediately preceding year and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth: (A) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated, (B) a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (C) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (D) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the then current proxy rules of the Securities and Exchange Commission, if the nominee were to be nominated by the Board and (E) the consent of each nominee to serve as a director of the Corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. The directors shall be at least twenty-one years of age. Directors need not be shareholders. At each meeting of shareholders for the election of directors at which a quorum is present, the persons receiving a plurality of the votes cast shall be elected directors.

ARTICLE VII

The shareholders shall not be entitled to take action without a meeting by less than unanimous consent. Except as otherwise required by law and subject to the express rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, annual and special meetings of the shareholders shall be called, the record date or dates shall be determined and notice shall be sent as set forth in the By-laws of the Corporation. Notwithstanding any other provisions of these Restated Articles of Incorporation or the By-laws of the Corporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least eighty percent of the voting power of the then outstanding shares of all classes of stock of the Corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with, sections 1.02, 1.04 and 1.05 of Article I of the By-laws, or this ARTICLE VII or any provision thereof or hereof; provided, however, that the Board of Directors, may amend, alter, change or repeal, or adopt any provision inconsistent with, sections 1.02, 1.04 and 1.05 of Article I of the By-laws, or any provision thereof, without a vote of shareholders.

ARTICLE VIII

Unless a greater number is required by law or by these Restated Articles of Incorporation, (a) action on a matter, other than the election of directors, by a voting group of shareholders is approved only if a majority of the votes within the voting group represented (in

15

person or by proxy) at a meeting at which a quorum is present are cast in favor of the action and (b) notwithstanding Section (a) of this Article VIII, these Restated Articles of Incorporation may only be amended by the affirmative vote of a majority of the votes entitled to be cast by each voting group of shareholders entitled to vote on the amendment.

ARTICLE IX

Annual meetings of shareholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of shareholders may be called only in accordance with the provisions of ARTICLE VII of these Restated Articles of Incorporation. At each meeting of shareholders only such business may be conducted as is (a) specified in the written notice of meeting given by or at the direction of the Board of Directors, (b) in the case of an annual meeting, brought before the meeting by the Board of Directors or by the chairman of the meeting or (c) in the case of an annual meeting, specified in a written notice given by or on behalf of a shareholder of record, provided that written notice of such shareholder’s intent to make a proposal or proposals has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than 60 calendar days in advance of the date in the current fiscal year of the Corporation corresponding to the date the Corporation released its proxy statement to shareholders in connection with the annual meeting for the immediately preceding year. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the proposal and the number of shares of the Corporation’s capital stock owned or controlled by such shareholder, (b) a representation that the shareholder is entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to make the proposal specified in the notice and (c) such other information regarding each proposal made by such shareholder as would be required to be included in a proxy statement filed pursuant to the then current proxy rules of the Securities and Exchange Commission with respect to such proposals. The chairman of the meeting may refuse to acknowledge any proposal not made in compliance with the foregoing procedure.

16

EX-10.1

Exhibit 10.1

EMPLOYMENT TRANSITION AGREEMENT

This Employment Transition Agreement (the “Agreement”) is made and entered into as of this 8th day of February, 2010, between Gail A. Lione (“Lione”) and Harley-Davidson, Inc. (“HDI”) (collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, Lione has been employed by HDI since November 1997 and currently holds the positions of Executive Vice President, Chief Compliance Officer, General Counsel and Secretary for HDI, its subsidiaries (including the Harley-Davidson Motor Company (“HDMC”)) and affiliates;

WHEREAS, Lione is announcing her retirement, effective April 30, 2010 (the “Retirement Date”), from such positions, and, except as provided in this Agreement, Lione and HDI have agreed that Lione’s employment with HDI shall terminate effective on the Retirement Date;

WHEREAS, following the Retirement Date, HDI desires to retain Lione’s services as an employee of HDMC with exclusive duties as President of the Harley-Davidson Foundation (“Foundation”) pursuant to the terms and conditions set forth in this Agreement, and Lione desires to be employed in such capacity; and

WHEREAS, the Parties believe it is in their best interests to make provision for certain aspects of their continuing employment relationship.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants hereinafter set forth, the parties agree as follows:

1. Retirement. Lione agrees that she shall retire from her positions as Executive Vice President, Chief Compliance Officer, General Counsel and Secretary of HDI and its subsidiaries and affiliates, and, except as provided in this Agreement, all other positions and offices she may hold with any such entity (including all director, officer and employee positions), effective on the Retirement Date. During the period from the date of this Agreement through the Retirement Date (the “Transition Period”), Lione will continue to serve in her capacity as Executive Vice President, Chief Compliance Officer, General Counsel and Secretary for HDI and its subsidiaries and affiliates pursuant to the same at-will terms and conditions of employment in effect on the date of this Agreement. Except as otherwise provided in this Agreement, effective on the Retirement Date, Lione will no longer hold any director, officer or employee positions with HDI or its subsidiaries or affiliates.

2. Foundation President. Provided that Lione accepts the terms set out in this Agreement and does not exercise her revocation rights (described in Paragraph 5(c), below), HDI will, following the Retirement Date, retain Lione’s services as an employee of HDMC with exclusive duties as President of the Foundation pursuant to the following terms and conditions:

(a) Position and Duties. Pursuant to the terms of this Agreement, Lione shall continue in the position of President of the Foundation, employed by HDMC, and shall be

1

subject to the authority of, and shall report to, HDI’s Chief Executive Officer. Subject to the authority of HDI’s Chief Executive Officer, Lione’s duties and responsibilities shall include all those customarily attendant to the position of President of the Foundation, including related charitable and community activities of HDI and its subsidiaries performed through the Foundation, together with such other duties and responsibilities as may be assigned from time to time by HDI’s Chief Executive Officer. Lione shall work a minimum of twenty (20) hours per calendar week in the position of President of the Foundation and shall professionally and diligently devote all necessary and required business time, attention and energies to the interests of the Foundation and of HDI and HDMC, their officers, directors and employees, except as otherwise specifically approved in writing by or on behalf of HDI’s Chief Executive Officer.

(b) Term. Lione’s employment by HDMC under this Agreement, continuing in the position of President of the Foundation, shall commence on May 1, 2010. Lione’s employment by HDMC as President of the Foundation shall end on April 30, 2013 (the “Final Retirement Date”), unless terminated earlier by Lione, HDI and/or HDMC. Such employment may be terminated by Lione, HDI and/or HDMC at any time and for any reason or no reason upon written notice to the other party. At the time of Lione’s separation, at whatever time and for whatever reason, from employment by HDMC as President of the Foundation, Lione will no longer hold any director, officer or employee positions with HDI, its subsidiaries or affiliates.

(c) Base Salary. During Lione’s employment by HDMC as President of the Foundation, HDMC shall pay Lione a salary at the annual rate of Two Hundred Thousand and no/100 Dollars ($200,000) (“Base Salary”), subject to normal deductions for income and employment taxes and other required withholdings and payable in accordance with the normal payroll practices and schedule of HDMC.

(d) Vacation. During Lione’s employment by HDMC as President of the Foundation, Lione shall be entitled to a maximum of four (4) weeks of paid vacation in any calendar year, in accordance with HDMC’s general vacation policies for similarly situated employees.

(e) Expenses. HDMC shall pay directly, or reimburse Lione, for all reasonable and necessary expenses, including professional and other association dues (as provided immediately prior to the Retirement Date), incurred in the course of the performance of Lione’s duties and responsibilities as President of the Foundation pursuant to this Agreement and consistent with HDI’s and HDMC’s policies with respect to travel, entertainment, professional and miscellaneous expenses, and the requirements with respect to the reporting of such expenses.

(f) Location and Staff. Lione shall perform her duties as President of the Foundation at a location to be determined and provided by HDI and/or HDMC that is, as determined by HDI and/or HDMC, at or within a reasonable travel distance from HDI’s 3700 Juneau Avenue headquarters. Lione will have the services of administrative staff and clerical support (at a level determined to be appropriate by HDI and/or HDMC from time to time), and such staff and clerical support shall, as reasonably required, perform their work at the location from which Lione performs her duties as President of the Foundation. Initially,

2

such staff and clerical support shall include those employees who, immediately prior to the Retirement Date, are assigned to assist Lione in discharging her duties as President of the Foundation, as determined by HDI and/or HDMC.

(g) Termination Without Cause. In the event that Lione’s employment at HDMC as President of the Foundation is terminated by HDI and/or HDMC other than for Cause (defined below) prior to the Final Retirement Date, and provided that Lione executes, and does not revoke, a general release of claims against HDI, its subsidiaries and affiliates and the Foundation, and their respective past and present officers, directors, stockholders, members, partners, agents and employees, HDI and/or HDMC will provide Lione with the following: (w) payment of the amount equal to Four Hundred Sixty-Eight Thousand and no/100 Dollars ($468,000) less the pre-tax total of Base Salary (defined above) paid to Lione between May 1, 2010 and the date of the termination of Lione’s employment with HDMC as President of the Foundation, payable in a lump sum on the fortieth (40^th) calendar day following such termination without Cause and subject to normal income and employment tax withholding, and (x) payment by HDI and/or HDMC of the total cost of Lione’s health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), through the earlier of (y) the first twelve (12) months for which Lione is eligible for such COBRA coverage or (z) the Final Retirement Date, provided Lione elects COBRA coverage in a timely manner. The benefits provided by this Paragraph 2(g) shall not apply to the separation of Lione’s employment on the Final Retirement Date.

(i) For purposes of this Paragraph 2(g), “Cause” shall mean (A) the conviction of Lione of a felony or a crime involving moral turpitude, theft or fraud; (B) Lione’s refusal to perform duties as directed in good faith by HDI’s Chief Executive Officer, which failure is not cured within ten (10) calendar days after written notice thereof from HDI’s Chief Executive Officer; (C) Lione’s engaging in sexual or other unlawful harassment or any act involving theft or fraud with respect to HDI, HDMC, the Foundation or any of their parents, subsidiaries or affiliates, as determined by HDI’s Chief Executive Officer; or (D) Lione’s reckless conduct or willful misconduct which results in substantial harm (in relation to Lione’s annual compensation), as determined by HDI’s Chief Executive Officer, whether financial, reputational or otherwise to HDI, HDMC, the Foundation or any of their parents, subsidiaries or affiliates.

(ii) Following the Retirement Date, Lione will no longer be eligible for benefits under the Amended and Restated Severance Benefits Agreement (“SBA”) or the Transition Agreement (“Transition Agreement”) to which Lione is a party.

(h) Pension Plans. During Lione’s employment by HDMC as President of the Foundation, Lione will continue to participate in HDI’s qualified and nonqualified pension plans (collectively, the “Pension Plans”) pursuant to the terms of those plans. Upon Lione’s separation, for whatever reason, as an employee of HDMC, Lione will retain her vested rights in the Pension Plans. In addition, following Lione’s separation, for whatever reason, from HDMC, HDI or HDMC will pay Lione, in a lump sum, an amount equal to the difference between (i) the present value of the amount Lione would have received under the Pension Plans based on Lione’s Final Average Earnings (as

3

defined under each of the Pension Plans) calculated as of April 30, 2010, and taking into account the additional years of credited service accrued by Lione through her separation date from HDMC and Lione’s age as of the date of her separation from HDMC, and (ii) the present value of the amount Lione is entitled to receive under the Pension Plans pursuant to the terms of those plans as of the date Lione separates from HDMC (the “Pension Makeup Payment”). The Pension Makeup Payment will be paid to Lione within thirty (30) calendar days following Lione’s separation date from HDMC, or, to the extent Lione is a “specified employee” for purposes of Internal Revenue Code (“Code”) Section 409A (“Section 409A”), on the first day of the seventh (7th) month following such separation date.

(i) Retiree Insurance Allowance Plan. Due to the fact that Lione will satisfy the participation requirements set forth in Section 2.01 of the Harley-Davidson Retiree Insurance Allowance Plan as of the Retirement Date, during Lione’s employment by HDMC as President of the Foundation, Lione will continue to be entitled to receive the benefits provided under such plan upon her separation, for whatever reason, from HDMC and its affiliates, pursuant to the terms of such plan (including the timing of any payment) as in effect at the time of her separation as if she were a Participant in such plan by satisfying the participation requirements set forth in Section 2.01 of such plan immediately prior to her separation. Notwithstanding the terms of such plan, the Parties agree that Lione’s Base Compensation for purposes of such entitlement will be deemed to be Four Hundred Sixty-Eight Thousand and no/100 Dollars ($468,000).

(j) 401(k) and Management Deferred Compensation Plan. During Lione’s employment by HDMC as President of the Foundation, Lione will continue to be eligible to participate in the Harley-Davidson 401(k) Plan and/or the Harley-Davidson Management Deferred Compensation Plan, determined based on Lione’s annual compensation and the applicable plan rules for each “plan year” during such employment.

(k) Equity. During Lione’s employment by HDMC as President of the Foundation, Lione will continue to vest in her outstanding stock options and restricted stock from the 2004 Incentive Stock Plan, and such awards will continue to be subject to the terms of the 2004 Incentive Stock Plan and the applicable award agreements governing each award. In addition, Lione’s outstanding stock options under the 2004 Incentive Stock Plan and the 1995 Stock Option Plan will not expire until three (3) years after Lione’s separation from employment with HDMC or ten (10) years from the grant date, whichever is earlier. Lione will not be eligible for any equity awards from HDI, its subsidiaries or affiliates for fiscal year 2010 or any subsequent fiscal year.

(l) Welfare Benefits. During Lione’s employment by HDMC as President of the Foundation, Lione will continue to be eligible to participate in the health and dental benefits and cafeteria plans offered by HDI or HDMC, as applicable, and otherwise pursuant to the terms of such plans, and to be eligible to accrue credit for retiree medical benefits, as applicable, and otherwise pursuant to the terms of such plan. Subject to Paragraph 2(g), above, following Lione’s separation date as an employee of HDMC, if and to the extent Lione or any of her eligible dependents are at that time participants in such health and dental insurance plans, Lione and such eligible dependents will be provided the right to continue to participate, at their own expense, in such plans pursuant to COBRA.

4

(m) Incentive Plans. Except as provided in this Paragraph 2(m), Lione will not be eligible to participate in any incentive plans of HDI, its subsidiaries or affiliates (including STIP or LTIP) for fiscal year 2010 or any subsequent fiscal year; provided, however, that Lione will be eligible to receive a STIP Performance Award payment for calendar year 2010, pro-rated for the portion of calendar year 2010 prior to the Retirement Date and determined by HDI’s Compensation Committee based on HDI’s actual achievement at year-end with respect to the Performance Categories approved by the Compensation Committee for the 2010 STIP. Such prorated STIP Performance Award, if any, will be paid to Lione when 2010 incentive bonuses are normally paid following the end of HDI’s fiscal year.

(n) Perquisites. During Lione’s employment by HDMC as President of the Foundation, Lione will be entitled to the following HDI and/or HDMC executive perquisites pursuant to the normal requirements for use of such perquisites: (i) clothing allowance; (ii) motorcycle purchase discount and (iii) an executive financial planning allowance of up to Fifteen Thousand and no/100 Dollars ($15,000) per calendar year, pro-rated for any partial calendar year of Lione’s employment in calendar year 2013 if Lione is employed in calendar year 2013. Lione acknowledges and agrees that her use and receipt of such perquisites may be taxable as determined by HDI and/or HDMC under the policies, practices and tax laws applicable to similarly situated executives of HDI and/or HDMC.

(o) Taxes. All payments to be made and benefits to be provided under this Paragraph 2 shall be subject to all required tax treatment and withholding for taxes and other charges, as determined at the sole discretion of HDI and/or HDMC.

(p) Legal Assistance. Within thirty (30) calendar days following expiration of the Revocation Period (defined below), HDI shall reimburse Lione for up to Fifteen Thousand and no/100 Dollars ($15,000) in actual legal fees and costs incurred by Executive in the preparation of this Agreement; provided, however, that Lione complies with HDI’s requirements with respect to the reporting of such expenses.

(q) Indemnification. During Lione’s employment by HDMC as President of the Foundation, Lione shall be entitled to indemnification as an officer of the Foundation pursuant to Wis. Stat. Chapter 181, Article VI of the Foundation’s By-Laws and any insurance coverage purchased and maintained by the Foundation, HDI or HDMC, on behalf of Foundation officers, pursuant to Article VI of such By-Laws; provided, however, that should such statutory indemnification and insurance coverage be insufficient to cover monetary liabilities incurred by Lione arising from a breach of, or failure to perform, any duty resulting solely from Lione’s status as an officer of the Foundation, HDI shall indemnify Lione from such monetary liabilities; provided, further however, that the Foundation, HDI and HDMC, either individually or collectively, shall have no duty to indemnify or insure Lione with regard to any of the types of conduct specified in Wis. Stat. § 181.0855(1)(a)-(d).

5

3. Confidentiality.

(a) During the Transition Period and through the separation, for whatever reason, of Lione’s employment with HDMC as President of the Foundation, Lione agrees not to directly or indirectly use or disclose any Confidential Information or Trade Secrets (defined below) except in the interest and for the benefit of HDI, HDMC, the Foundation and their subsidiaries and affiliates. Following the separation, for whatever reason, of Lione’s employment with HDMC, Lione agrees not to directly or indirectly use or disclose any Trade Secret unless such information ceases to be deemed a Trade Secret by means of one of the exceptions set forth in Paragraph 3(a)(iii), below. For a period of two (2) years following the separation, for whatever reason, of Lione’s employment with HDMC, Lione agrees not to directly or indirectly use or disclose any Confidential Information, unless such information ceases to be deemed Confidential Information by means of one of the exceptions set forth in Paragraph 3(a)(iii), below.

(i) The term “Trade Secret” shall have that meaning set forth under applicable Wisconsin law.

(ii) The term “Confidential Information” shall mean all non-Trade Secret or proprietary information of HDI, HDMC, the Foundation and/or their subsidiaries and affiliates which has value and which is not known to the public or the competitors of such entities, generally, including, but not limited to, new products and services, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product or service development techniques and plans, business acquisition plans, methods of manufacture and service, technical processes, designs, inventions, research programs and results, and source code.

(iii) Notwithstanding the foregoing, the terms “Trade Secret” and “Confidential Information” shall not include, and the obligations set forth in this Agreement shall not apply to, any information which: (A) can be demonstrated by Lione to have been known by her prior to her employment by HDI and HDMC; (B) is or becomes generally available to the public through no act or omission of Lione; (C) is obtained by Lione in good faith from a third party who discloses such information to Lione on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; or (D) is independently developed by Lione outside the scope of her employment without use of Confidential Information or Trade Secrets.

(b) Lione acknowledges and agrees that, in her capacity as Executive Vice President, Chief Compliance Officer, General Counsel and Secretary for HDI and its subsidiaries, she has obtained knowledge of and created information subject to the attorney-client, work-product and other statutory and common law privileges. Lione agrees that these privileges belong to HDI, HDMC, the Foundation and/or their subsidiaries and affiliates, that she does not have authority to waive them, and that it is her ongoing obligation to maintain the confidentiality of all such privileged information, unless the disclosure thereof is required by law or is authorized in writing by the applicable entity.

6

4. Non-Disparagement.

(a) Lione agrees that she will not at any time engage in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage or otherwise impair the reputation, goodwill or interests of HDI, HDMC, the Foundation, the Released Parties, or any of them.

(b) HDI agrees to cause its executive officers and directors not to engage, at any time during their tenure and terms with HDI, in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage or criticize Lione’s performance as Executive Vice President, Chief Compliance Officer, General Counsel and Secretary prior to the Retirement Date, unless such conduct, statements or representations are part of regular communications regarding business operations or Lione’s performance or as required by subpoena or other government requirement.

(c) Nothing contained in this Paragraph 4 shall preclude any party or other individual, including without limitation those listed above, from providing truthful testimony pursuant to subpoena or other government requirement.

5. Release; Acceptance and Revocation Procedures.

(a) Lione agrees, on behalf of herself, her heirs, successors and assigns, to release HDI, its parents, subsidiaries and affiliates and their respective past and present officers, directors, stockholders, members, partners, agents and employees (“Released Parties”) from any claims arising on or before the date Lione signs this Agreement. This includes, but is not limited to, giving up any claims related in any way to Lione’s employment by HDI, the decision to retire from the positions of Executive Vice President, Chief Compliance Officer, General Counsel and Secretary of HDI and its subsidiaries and affiliates, termination of the employment relationship related to those positions, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by HDI and includes claims of discrimination based on any factor protected by federal, state or local law, claims for wrongful discharge, claims for breach of contract (written or verbal, express or implied) and tort claims. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by Lione. Lione’s acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act (“ADEA”). Lione should not construe these references to specific claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 5(a). This general release of claims does not apply to any legal right Lione may have to indemnification, and coverage as an insured, under all applicable directors and officers liability insurance related to lawful activities in which she engaged during her employment in the above-referenced positions and as President of the Foundation and any other positions held by Lione while employed with HDI or its subsidiaries, for which Lione is indemnified and covered as an insured by HDI

7

immediately prior to her entering into this Agreement. Lione agrees to waive and give up any benefit conferred on her by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this Agreement.

(b) Lione acknowledges and agrees that she has read this Agreement, understand its contents, and may agree to the terms of this Agreement by signing and dating it and returning the signed and dated Agreement, via mail, hand delivery, overnight delivery or facsimile, so that it is received by Keith E. Wandell, Harley-Davidson, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin, 53201 no later than the twenty-first (21^st) calendar day after Lione receives it.

(c) Lione represents and warrants that (i) she has been given at least twenty-one (21) calendar days in which to review and consider the terms of this Agreement; (ii) she has been advised by HDI to consult with an attorney prior to signing this Agreement; (iii) she has seven (7) calendar days after signing this Agreement within which to revoke her acceptance of it (“Revocation Period”) by providing written notice of the revocation, via mail, hand delivery, overnight delivery or facsimile, directed to Keith E. Wandell, Harley-Davidson, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin, 53201 so that it is received on or before 5:00 p.m. Central time on the first work day following the end of the Revocation Period; and (iv) the release contained herein waives, among other things, any and all claims Lione may have against the Released Parties under the ADEA.

(d) This Agreement will not be binding or enforceable unless Lione signs and delivers it as provided in Paragraph 5(b), above, and has not exercised her revocation rights, as described in Paragraph 5(c), above. If Lione gives timely notice of her intention to revoke her acceptance of the terms set forth in this Agreement, this Agreement shall become null and void and all rights and claims of the parties which would have existed, but for the acceptance of this Agreement’s terms, shall be restored.

6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective legal representatives and assigns and to any Successor to HDI and/or HDMC; provided, however, that Lione may not assign her performance hereunder. As used herein, the term “Successor” shall include any person, firm, corporation or other business entity which at any time, by any form of business transaction, acquires all or substantially all of the business or assets of HDI and/or HDMC.

7. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire Agreement of the parties concerning Lione’s employment by HDI and HDMC, and supersedes all prior agreements and understandings between the parties concerning its subject matter (including, without limitation, the SBA and the Transition Agreement). No provision of this Agreement may be altered, modified, changed or discharged, except in a writing signed by both parties. Waiver by any party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

8

8. Notices. Any Notice required to be given hereunder shall be in writing and delivered personally, or by registered or certified mail, return receipt requested, or reputable overnight courier service, addressed as follows:

To HDI at:	3700 West Juneau Avenue P.O. Box 653 Milwaukee, WI 53201 ATTN: Chief Executive Officer
With a copy to:	Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202 ATTN: John Kalter
To Lione at:	Gail A. Lione To Lione’s last known residence address on the payroll records of HDI and/ or HDMC, as applicable

or to such other person and/or at such other address as shall be indicated in writing by either party to the other in the manner provided herein for giving notice. Notice shall be deemed given upon receipt, if delivered personally; on the business day following dispatch, if sent by reputable overnight courier service; and on the third (3^rd) business day following dispatch, if sent by registered or certified mail, return receipt requested.

9. Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin applicable to agreements made and to be performed in that state.

11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

12. Section 409A. It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A. References to Lione’s “termination” of employment shall mean, with respect to any amount or benefit subject to Section 409A, her “separation from service” under Section 409A. If Lione is deemed on the date of separation from service to be a “specified employee” under Section 409A(a)(2)(B) and Treasury Regulation Section 1.409A-1(b)(9)(iii) and (v) do not apply (and would not have applied had the SBA applied to Lione on such separation date), then respecting any payment or benefit required to be delayed under Section 409A(a)(2)(B) shall not be paid or provided until the earlier of (i) the expiration of the six-month period measured from the date of Lione’s separation and (ii) the date of Lione’s death after such separation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as

9

permitted by Code Section 409A, (x) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (z) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of HDI and/or HDMC.

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

HARLEY-DAVIDSON, INC.
By:	/s/ Keith E. Wandell
	Keith E. Wandell
GAIL A. LIONE
	/s/ Gail A. Lione
Gail A. Lione

10

EX-10.2

Exhibit 10.2

Notice of Grant of Stock Options and Option Agreement (Standard)	Harley-Davidson, Inc.       ID: 39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«FirstName» «LastName» «Address1» «City,» «State» «Zip» «Country»	Option Number: Plan:      2009 Incentive Stock Plan ID:

Effective <insert date> (the “Grant Date”), you have been granted a(n) Non-Qualified Stock Option to buy <insert number of shares> shares of Harley-Davidson, Inc. (the “Company”) stock at «price» per share.

The total option price of the shares granted is «$ amount».

Shares in each period will become fully vested on the date shown:

Shares	Vest Type	Full Vest	Expiration
«shares»
«shares»
«shares»

These options are granted under and governed by the terms and conditions of the Company’s 2009 Incentive Stock Plan and this Option Agreement.

If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55): (a) if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, options to purchase shares that were not previously exercisable will become fully exercisable and (b) without limiting your rights under Section 7(g) of the Plan, the Option shall remain exercisable, to the extent it was exercisable at the time of cessation of employment, until the earliest of: the Option’s expiration date; the first anniversary of the date of your death; or the third anniversary of the date of such cessation of employment.

You may return this Option Agreement to the Company (in care of the Vice President and Treasurer) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Option Agreement. If you choose to retain this Option Agreement beyond that date, then you accept the terms of these options and agree and consent to all amendments to the Plan and the Company’s 1995 Stock Option Plan and 2004 Incentive Stock Plan through the Grant Date as they apply to these options and any prior awards to you under such plans.

Vice President and Treasurer

Date:  

Time:  

EX-10.3

Exhibit 10.3

Notice of Grant of Stock Options and Option Agreement (Transition Agreement)	Harley-Davidson, Inc.       ID: 39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«FirstName» «LastName» «Address1» «City,» «State» «Zip» «Country»	Option Number: Plan:      2009 Incentive Stock Plan ID:

Effective <insert date> (the “Grant Date”), you have been granted a(n) Non-Qualified Stock Option to buy <insert number of shares> shares of Harley-Davidson, Inc. (the “Company”) stock at «price» per share.

The total option price of the shares granted is «$ amount».

Shares in each period will become fully vested on the date shown:

Shares	Vest Type	Full Vest	Expiration
«shares»
«shares»
«shares»

These options are granted under and governed by the terms and conditions of the Company’s 2009 Incentive Stock Plan and this Option Agreement; provided that the occurrence of a Change of Control (as defined in the Plan) shall not, in and of itself, cause otherwise unvested options to become vested. Unless the Committee has exercised its discretion under Section 17(c) of the Plan to provide a result more favorable to you, whether or not the vesting of otherwise unvested options is accelerated following such Change of Control shall be determined in accordance with the provisions of the Transition Agreement then in effect between you and Harley-Davidson, Inc. (or, if you had been but are not then a party to a Transition Agreement, the provisions of the Transition Agreement that would have applied if the last such Transition Agreement to which you were a party had continued).

If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55): (a) if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, options to purchase shares that were not previously exercisable will become fully exercisable and (b) without limiting your rights under Section 7(g) of the Plan, the Option shall remain exercisable, to the extent it was exercisable at the time of cessation of employment, until the earliest of: the Option’s expiration date; the first anniversary of the date of your death; or the third anniversary of the date of such cessation of employment.

You may return this Option Agreement to the Company (in care of the Vice President and Treasurer) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Option Agreement. If you choose to retain this Option Agreement beyond that date, then you accept the terms of these options and agree and consent to all amendments to the Plan and the Company’s 1995 Stock Option Plan and 2004 Incentive Stock Plan through the Grant Date as they apply to these options and any prior awards to you under such plans.

Vice President and Treasurer

Date:  

Time:  

EX-10.4

Exhibit 10.4

Notice of Special Grant of Stock Options and Option Agreement (Transition Agreement)	Harley-Davidson, Inc. ID:      39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«FirstName» «LastName» «Address1» «City,» «State» «Zip» «Country»	Option Number: Plan:      2009 Incentive Stock Plan ID:

Effective <insert date> (the “Grant Date”), you have been granted a(n) Non-Qualified Stock Option to buy <insert number of shares> shares of Harley-Davidson, Inc. (the “Company”) stock at «price» per share.

The total option price of the shares granted is «$ amount».

Shares in each period will become fully vested on the date shown:

Shares	Vest Type	Full Vest	Expiration
«shares»
«shares»
«shares»

These options are granted under and governed by the terms and conditions of the Company’s 2009 Incentive Stock Plan and this Option Agreement including Exhibit A; provided that the occurrence of a Change of Control (as defined in the Plan) shall not, in and of itself, cause otherwise unvested options to become vested. Unless the Committee has exercised its discretion under Section 17(c) of the Plan to provide a result more favorable to you, whether or not the vesting of otherwise unvested options is accelerated following such Change of Control shall be determined in accordance with the provisions of the Transition Agreement then in effect between you and Harley-Davidson, Inc. (or, if you had been but are not then a party to a Transition Agreement, the provisions of the Transition Agreement that would have applied if the last such Transition Agreement to which you were a party had continued).

You may return this Option Agreement to the Company (in care of the Vice President and Treasurer) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Option Agreement. If you choose to retain this Option Agreement beyond that date, then you accept the terms of these options and agree and consent to all amendments to the Plan and the Company’s 1995 Stock Option Plan and 2004 Incentive Stock Plan through the Grant Date as they apply to these options and any prior awards to you under such plans.

Vice President and Treasurer

Date:  

Time:  

Exhibit 10.4

Exhibit A to Option Agreement

If you cease to be employed by the Company by reason of Retirement (as defined in the Company’s 2009 Incentive Stock Plan), then, effective immediately prior to the time of cessation of employment, options to purchase all shares that were not previously vested will become fully vested except where Cause (as defined below) existed prior to the time of cessation of employment. The exercisability and termination of such options following Retirement will remain subject to Section 7(g)(ii) of the Company’s 2009 Incentive Stock Plan.

“Cause” shall mean (1) your conviction of a felony or a plea by you of no contest to a felony, (2) willful misconduct on your part that is materially and demonstrably detrimental to the Company, (3) your willful refusal to perform requested duties consistent with your office, position or status with the Company (other than as a result of your physical or mental disability) or (4) other conduct or inaction that the Committee determines in its discretion constitutes Cause. With respect to clauses (2), (3) and (4) of this paragraph, Cause shall be determined by a majority of the Committee (as defined in the Company’s 2009 Incentive Stock Plan) at a meeting held after reasonable notice to you and including an opportunity for you and your counsel to be heard. The Committee shall not have the right to determine that Cause exists pursuant to clause (4) of this paragraph following the occurrence of a Change of Control (as defined in the Company’s 2009 Incentive Stock Plan). All determinations of the Committee hereunder shall be final.

EX-10.5

Exhibit 10.5

Notice of Award of Restricted Stock and Restricted Stock Agreement (Standard)	Harley-Davidson, Inc.       ID: 39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«Fname» «M»«Lname» «Address1» «Address2» «Address3» «City», «St»«Zip» «CO»	Award Number:        «Grant_» Plan:                             2009 Incentive Stock Plan ID:                                 «ID»

Effective <insert date> (the “Grant Date”), you have been granted <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (the “Company”) constituting Restricted Stock under the Company’s 2009 Incentive Stock Plan (the “Plan”).

Subject to accelerated vesting and forfeiture as described in Exhibit A, a portion of the Restricted Stock (Restricted Stock with the same scheduled vesting date is referred to as a “Tranche”) shall become fully unrestricted (or “vest”) in accordance with the following schedule:

Restricted Stock Tranche	Vesting Date
One-third of the Restricted Stock (Tranche #1)	The first anniversary of the Grant Date
An additional one-third of the Restricted Stock	The second anniversary of the Grant Date
(Tranche #2)
The final one-third of the Restricted Stock	The third anniversary of the Grant Date
(Tranche #3)

If application of the above schedule on the first and second anniversaries of the Grant Date would produce vesting in a fraction of a Share of Restricted Stock, then the number of Shares of Restricted Stock that become vested on that anniversary date shall be rounded down to the next lower whole number of Shares of Restricted Stock, and the fractional Share shall be carried forward into the next Tranche of Restricted Stock.

You may not sell, transfer or otherwise convey an interest in or pledge any of your Shares of Restricted Stock until they are vested. In addition, (i) you cannot sell or otherwise dispose of any Restricted Stock that has vested except pursuant to an effective registration statement under the Securities Act of 1933 and any applicable state securities laws or in a transaction that, in the opinion of counsel for the Company, is exempt from such registration and (ii) the Company may place a legend on any certificates for such Shares to such effect.

The Shares of Restricted Stock are granted under and governed by the terms and conditions of the Plan and this Restricted Stock Agreement including Exhibit A. Additional provisions regarding your Restricted Stock and definitions of capitalized terms used and not defined in this Restricted Stock Agreement can be found in the Plan. Without limitation, “Committee” means the Human Resources Committee of the Board or its delegate in accordance with the Plan.

HARLEY-DAVIDSON, INC.

Vice President and Treasurer

Date:  

Time:  

Exhibit A to Restricted Stock Agreement

Termination of Employment: (1) If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Shares of Restricted Stock that were not previously vested will become vested. (2) Subject to clause (1), if your employment with the Company and its Affiliates is terminated for any reason other than death, Disability or Retirement (based solely on clause (iii) of the definition of such term in the Plan), then you will forfeit any Shares of Restricted Stock that are not vested as of the date your employment is terminated. (3) Subject to clause (1), if you cease to be employed by the Company and its Affiliates by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock in each Tranche will vest, which portion will be equal to the number of unvested Shares in that Tranche multiplied by a fraction the numerator of which is the number of Months (counting a partial Month as a full Month) from the Grant Date until the date your employment is terminated by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such Tranche would otherwise have become unrestricted if your employment had continued, and you will forfeit the remaining Shares of Restricted Stock that are not vested. For purposes of this Agreement, a “Month” shall mean the period that begins on the first calendar day after the Grant Date, or the anniversary of the Grant Date that occurs in each calendar month, and ends on the anniversary of the Grant Date that occurs in the following calendar month.

Issuance of Share Certificates: The Company may issue in your name certificate(s) evidencing your Shares of Restricted Stock. In addition to any other legends placed on the certificate(s), such certificate(s) will bear the following legend:

The shares of Stock represented by this certificate are subject to forfeiture, and the sale or other transfer of the shares of Stock represented by this certificate (whether voluntary or by operation of law) is subject to certain restrictions, as set forth in a Restricted Stock Agreement, dated as of                                         , by and between Harley-Davidson, Inc. and the registered owner hereof. A copy of such Agreement may be obtained from the Secretary of Harley-Davidson, Inc.

Upon the vesting of Shares of Restricted Stock, you will be entitled to a new certificate for the Shares that have vested, without the foregoing legend, upon making a request for such certificate to the Secretary of the Company or to such other person as the Company may designate.

In lieu of issuing in your name certificate(s) evidencing your Shares of Restricted Stock, the Company may cause its transfer agent or other agent to reflect on its records your ownership of such Shares, subject to the terms of this Restricted Stock Agreement.

[over]

Voting Rights and Dividends: While your Shares of Restricted Stock are subject to forfeiture, you may exercise full voting rights and will receive all cash dividends and other distributions paid with respect to the Restricted Stock (reduced for any tax withholding due), in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Restricted Stock Agreement as are the Shares of Restricted Stock with respect to which they were paid.

Tax Withholding: To the extent that your receipt of Restricted Stock or the vesting of Restricted Stock results in income to you for federal, state or local taxes, you must deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to deliver such amount as the Company requires, the Company has the right and authority to deduct or withhold from other compensation it would pay to you an amount, and/or to treat you as having surrendered vested Shares of Restricted Stock having a value, sufficient to satisfy its withholding obligations.

When income results from the vesting of Restricted Stock, to the extent the Company permits you to do so, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company accept that number of vested Shares of Restricted Stock having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. If you would be left with a fractional share after satisfying the withholding obligation on the Restricted Stock, the fair market value of that fractional share will be applied to your general federal tax withholding. If the Company does not allow you to elect to have the Company accept vested Shares of Restricted Stock, or if you want to keep all of the shares that are vesting, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation on a date advised by the Company. Where you may elect to deliver funds to satisfy the withholding tax obligation, your election to deliver funds must be irrevocable, in writing, and submitted to the Secretary or to such other person as the Company may designate on or before the date that the Company specifies, which will be before the applicable vesting date, and if you fail to deliver such election then you will be deemed to have elected to have the Company accept vested Shares of Restricted Stock as described above.

If you do so within thirty (30) days of the Grant Date, you may make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, for this Award so that the receipt of the Restricted Stock, rather than vesting, results in income. In that case, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation.

Rejection/Acceptance: You may return this Restricted Stock Agreement to the Company (in care of the Vice President and Treasurer) within thirty (30) days after the Grant Date, together with any certificate you have received evidencing Shares, and by doing so you will forfeit any rights under this Restricted Stock Agreement and any rights to Shares that the Company has transferred to you under this Restricted Stock Agreement. If you choose to retain this Restricted Stock Agreement beyond that date, then you accept the terms of this Award, acknowledge these tax implications and agree and consent to all amendments to the Plan, the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Award and any prior awards of any kind to you under such plans.

EX-10.6

Exhibit 10.6

Notice of Award of Restricted Stock and Restricted Stock Agreement (Standard) (Transition Agreement)	Harley-Davidson, Inc.       ID: 39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«Fname» «M»«Lname» «Address1» «Address2» «Address3» «City», «St»«Zip» «CO»	Award Number:        «Grant_» Plan:                             2009 Incentive Stock Plan ID:                                 «ID»

Effective <insert date> (the “Grant Date”), you have been granted <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (the “Company”) constituting Restricted Stock under the Company’s 2009 Incentive Stock Plan (the “Plan”).

Subject to accelerated vesting and forfeiture as described in Exhibit A, a portion of the Restricted Stock (Restricted Stock with the same scheduled vesting date is referred to as a “Tranche”) will become fully unrestricted (or “vest”) in accordance with the following schedule:

Restricted Stock Tranche	Vesting Date
One-third of the Restricted Stock (Tranche #1)	The first anniversary of the Grant Date
An additional one-third of the Restricted Stock	The second anniversary of the Grant Date
(Tranche #2)
The final one-third of the Restricted Stock	The third anniversary of the Grant Date
(Tranche #3)

If application of the above schedule on the first and second anniversaries of the Grant Date would produce vesting in a fraction of a Share of Restricted Stock, then the number of Shares of Restricted Stock that become vested on that anniversary date shall be rounded down to the next lower whole number of Shares of Restricted Stock, and the fractional Share shall be carried forward into the next Tranche of Restricted Stock.

You may not sell, transfer or otherwise convey an interest in or pledge any of your Shares of Restricted Stock until they are vested. In addition, (i) you cannot sell or otherwise dispose of any Restricted Stock that has vested except pursuant to an effective registration statement under the Securities Act of 1933 and any applicable state securities laws or in a transaction that, in the opinion of counsel for the Company, is exempt from such registration and (ii) the Company may place a legend on any certificates for such Shares to such effect.

The Shares of Restricted Stock are granted under and governed by the terms and conditions of the Plan and this Restricted Stock Agreement including Exhibit A. Additional provisions regarding your Restricted Stock and definitions of capitalized terms used and not defined in this Restricted Stock Agreement can be found in the Plan. Without limitation, “Committee” means the Human Resources Committee of the Board or its delegate in accordance with the Plan.

HARLEY-DAVIDSON, INC.

Vice President and Treasurer

Date:  

Time:  

Exhibit A to Restricted Stock Agreement

Termination of Employment: (1) If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Shares of Restricted Stock that were not previously vested will become vested. (2) Subject to clause (1), if your employment with the Company and its Affiliates is terminated for any reason other than death, Disability or Retirement (based solely on clause (iii) of the definition of such term in the Plan), then you will forfeit any Shares of Restricted Stock that are not vested as of the date your employment is terminated. (3) Subject to clause (1), if you cease to be employed by the Company and its Affiliates by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock in each Tranche will vest, which portion will be equal to the number of unvested Shares in that Tranche multiplied by a fraction the numerator of which is the number of Months (counting a partial Month as a full Month) from the Grant Date until the date your employment is terminated by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such Tranche would otherwise have become unrestricted if your employment had continued, and you will forfeit the remaining Shares of Restricted Stock that are not vested. For purposes of this Agreement, a “Month” shall mean the period that begins on the first calendar day after the Grant Date, or the anniversary of the Grant Date that occurs in each calendar month, and ends on the anniversary of the Grant Date that occurs in the following calendar month.

Change of Control: The occurrence of a Change of Control (as defined in the Plan) shall not, in and of itself, cause otherwise unvested Restricted Stock to become unrestricted or vested. Unless the Committee has exercised its discretion under Section 17(c) of the Plan to provide a result more favorable to you, whether or not the vesting of otherwise unvested Restricted Stock is accelerated following such Change of Control shall be determined in accordance with the provisions of the Transition Agreement then in effect between you and Harley-Davidson, Inc. (or, if you had been but are not then a party to a Transition Agreement, the provisions of the Transition Agreement that would have applied if the last such Transition Agreement to which you were a party had continued).

Issuance of Share Certificates: The Company may issue in your name certificate(s) evidencing your Shares of Restricted Stock. In addition to any other legends placed on the certificate(s), such certificate(s) will bear the following legend:

The shares of Stock represented by this certificate are subject to forfeiture, and the sale or other transfer of the shares of Stock represented by this certificate (whether voluntary or by operation of law) is subject to certain restrictions, as set forth in a Restricted Stock Agreement, dated as of                                         , by and between Harley-Davidson, Inc. and the registered owner hereof. A copy of such Agreement may be obtained from the Secretary of Harley-Davidson, Inc.

Upon the vesting of Shares of Restricted Stock, you will be entitled to a new certificate for the Shares that have vested, without the foregoing legend, upon making a request for such certificate to the Secretary of the Company or to such other person as the Company may designate.

In lieu of issuing in your name certificate(s) evidencing your Shares of Restricted Stock, the Company may cause its transfer agent or other agent to reflect on its records your ownership of such Shares, subject to the terms of this Restricted Stock Agreement.

[over]

Voting Rights and Dividends: While your Shares of Restricted Stock are subject to forfeiture, you may exercise full voting rights and will receive all cash dividends and other distributions paid with respect to the Restricted Stock (reduced for any tax withholding due), in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Restricted Stock Agreement as are the Shares of Restricted Stock with respect to which they were paid.

Tax Withholding: To the extent that your receipt of Restricted Stock or the vesting of Restricted Stock results in income to you for federal, state or local taxes, you must deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to deliver such amount as the Company requires, the Company has the right and authority to deduct or withhold from other compensation it would pay to you an amount, and/or to treat you as having surrendered vested Shares of Restricted Stock having a value, sufficient to satisfy its withholding obligations.

When income results from the vesting of Restricted Stock, to the extent the Company permits you to do so, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company accept that number of vested Shares of Restricted Stock having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. If you would be left with a fractional share after satisfying the withholding obligation on the Restricted Stock, the fair market value of that fractional share will be applied to your general federal tax withholding. If the Company does not allow you to elect to have the Company accept vested Shares of Restricted Stock, or if you want to keep all of the shares that are vesting, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation on a date advised by the Company. Where you may elect to deliver funds to satisfy the withholding tax obligation, your election to deliver funds must be irrevocable, in writing, and submitted to the Secretary or to such other person as the Company may designate on or before the date that the Company specifies, which will be before the applicable vesting date, and if you fail to deliver such election then you will be deemed to have elected to have the Company accept vested Shares of Restricted Stock as described above.

If you do so within thirty (30) days of the Grant Date, you may make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, for this Award so that the receipt of the Restricted Stock, rather than vesting, results in income. In that case, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation.

Rejection/Acceptance: You may return this Restricted Stock Agreement to the Company (in care of the Vice President and Treasurer) within thirty (30) days after the Grant Date, together with any certificate you have received evidencing Shares, and by doing so you will forfeit any rights under this Restricted Stock Agreement and any rights to Shares that the Company has transferred to you under this Restricted Stock Agreement. If you choose to retain this Restricted Stock Agreement beyond that date, then you accept the terms of this Award, acknowledge these tax implications and agree and consent to all amendments to the Plan, the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Award and any prior awards of any kind to you under such plans.

EX-10.7

Exhibit 10.7

Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Deferred)	Harley-Davidson, Inc.       ID: 39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«Fname» «M»«Lname» «Address1» «Address2» «Address3» «City», «St»«Zip» «CO»	Award Number:        «Grant_» Plan:                             2009 Incentive Stock Plan ID:                                 «ID»

Effective <insert date> (the “Grant Date”), you have been granted Restricted Stock Units with respect to <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (the “Company”). This grant is made under the Company’s 2009 Incentive Stock Plan (the “Plan”) and is made in the form of Restricted Stock Units credited to you under the Company’s Deferred Compensation Plan (the “Deferred Compensation Plan”) based on your election to defer all or a portion of your Restricted Stock award.

Subject to accelerated vesting and forfeiture as described in Exhibit A, a portion of the Restricted Stock Units (Restricted Stock Units with the same scheduled vesting date are referred to as a “Tranche”) shall become fully unrestricted (or “vest”) in accordance with the following schedule:

Restricted Stock Units Tranche	Vesting Date
One-third of the Restricted Stock Units (Tranche #1)	The first anniversary of the Grant Date
An additional one-third of the Restricted Stock Units	The second anniversary of the Grant Date
(Tranche #2)
The final one-third of the Restricted Stock Units	The third anniversary of the Grant Date
(Tranche #3)

You may not sell, transfer or otherwise convey an interest in or pledge any of your Restricted Stock Units.

As soon as practicable following the date on which the Restricted Stock Units vest, the Company will reflect that the Restricted Stock Units are no longer subject to forfeiture on Deferred Compensation Plan records.

The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan, the Deferred Compensation Plan and this Restricted Stock Unit Agreement including Exhibit A. Additional provisions regarding your Restricted Stock Units and definitions of capitalized terms used and not defined in this Restricted Stock Unit Agreement can be found in the Plan. Without limitation, “Committee” means the Human Resources Committee of the Board or its delegate in accordance with the Plan.

HARLEY-DAVIDSON, INC.

Vice President and Treasurer

Date:  

Time:  

Exhibit A to Restricted Stock Unit Agreement

Termination of Employment: (1) If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Restricted Stock Units that were not previously vested will become vested. (2) Subject to clause (1), if your employment with the Company and its Affiliates is terminated for any reason other than death, Disability or Retirement (based solely on clause (iii) of the definition of such term in the Plan), then you will forfeit any Restricted Stock Units that are not vested as of the date your employment is terminated. (3) Subject to clause (1), if you cease to be employed by the Company and its Affiliates by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock Units in each Tranche will vest, which portion will be equal to the number of unvested Restricted Stock Units in that Tranche multiplied by a fraction the numerator of which is the number of Months (counting a partial Month as a full Month) from the Grant Date until the date your employment is terminated by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such Tranche would otherwise have become unrestricted if your employment had continued, and you will forfeit the remaining Restricted Stock Units that are not vested. For purposes of this Agreement, a “Month” shall mean the period that begins on the first calendar day after the Grant Date, or the anniversary of the Grant Date that occurs in each calendar month, and ends on the anniversary of the Grant Date that occurs in the following calendar month.

Voting Rights and Dividends: You are not entitled to exercise any voting rights with respect to the Shares underlying your Restricted Stock Units. You will receive a cash credit under the Deferred Compensation Plan equivalent to any dividends and other distributions paid with respect to the Shares underlying your Restricted Stock Units, so long as the applicable record date occurs before you forfeit such Restricted Stock Units. If, however, any dividends or distributions with respect to the Shares underlying your Restricted Stock Units are paid in Shares rather than cash, you will be credited with additional Restricted Stock Units equal to the number of shares that you would have received had your Restricted Stock Units been actual Shares, and such Restricted Stock Units will be subject to the same risk of forfeiture and other terms of this Restricted Stock Unit Agreement as are the Restricted Stock Units that are granted contemporaneously with this Restricted Stock Unit Agreement. Amounts credited to your Deferred Compensation Plan account in the form of cash credits will be distributed at the same time as your cash account under the Deferred Compensation Plan is distributed. Amounts credited to your Deferred Compensation Plan account in the form of additional Restricted Stock Units will be distributed (if vested) at the same time as your Restricted Stock Unit account under the Deferred Compensation Plan is distributed.

Distribution: The Restricted Stock Units credited to you under the Deferred Compensation Plan, both before and after vesting, will be held as Restricted Stock Units, and you will not be able to direct that the Restricted Stock Units be exchanged for another of the hypothetical investment options that are available for the deemed investment of certain other amounts that are credited to participant accounts under the Deferred Compensation Plan. Distribution of the Restricted Stock Units will be made in Shares, on a one-for-one basis with one Share being distributed for each Restricted Stock Unit that is distributable; provided that cash will be distributed in satisfaction of any fractional Restricted Stock Unit. The time and form of distribution will be determined in accordance with the terms of the Deferred Compensation Plan and your distribution election under the Deferred Compensation Plan.

[over]

Tax Withholding: To the extent that your receipt of Restricted Stock Units, the vesting of Restricted Stock Units, your receipt of payments in respect of Restricted Stock Units or the delivery of Shares to you in respect of Restricted Stock Units results in income to you for federal, state or local taxes, the Company has the right and authority to deduct or withhold from any compensation it would pay to you (including payments in respect of Restricted Stock Units) an amount, and/or to treat you as having surrendered vested Restricted Stock Units having a value, sufficient to satisfy its withholding obligations. In its discretion, the Company may require you to deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations.

When income results from the delivery of Shares to you in respect of Restricted Stock Units, to the extent the Company permits you to do so, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company accept that number of Shares having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the delivery of such Shares. If you would be left with a fractional share after satisfying the withholding obligation, the fair market value of that fractional share will be applied to your general federal tax withholding. If the Company does not allow you to elect to have the Company accept Shares, or if you want to keep all of the Shares that will be delivered, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation on a date advised by the Company. Where you may elect to deliver funds to satisfy the withholding tax obligation, your election to deliver funds must be irrevocable, in writing, and submitted to the Secretary or to such other person as the Company may designate on or before the date that the Company specifies, which will be before the date of delivery of the Shares, and if you fail to deliver such election then you will be deemed to have elected to have the Company accept Shares as described above.

Rejection/Acceptance: You may return this Restricted Stock Unit Agreement to the Company (in care of the Vice President and Treasurer of the Company) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Restricted Stock Unit Agreement If you choose to retain this Restricted Stock Unit Agreement beyond that date, then you accept the terms of this Award, acknowledge these tax implications and agree and consent to all amendments to the Plan, the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Award and any prior awards to you of any kind under such plans.

EX-10.8

Exhibit 10.8

Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Deferred)(Transition Agreement)	Harley-Davidson, Inc.       ID: 39-1805420 3700 West Juneau Avenue Milwaukee, WI  53208
«Fname» «M»«Lname» «Address1» «Address2» «Address3» «City», «St»«Zip» «CO»	Award Number:        «Grant_» Plan:                             2009 Incentive Stock Plan ID:                                 «ID»

Effective <insert date> (the “Grant Date”), you have been granted Restricted Stock Units with respect to <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (the “Company”). This grant is made under the Company’s 2009 Incentive Stock Plan (the “Plan”) and is made in the form of Restricted Stock Units credited to you under the Company’s Deferred Compensation Plan (the “Deferred Compensation Plan”) based on your election to defer all or a portion of your Restricted Stock award.

Subject to accelerated vesting and forfeiture as described in Exhibit A, a portion of the Restricted Stock Units (Restricted Stock Units with the same scheduled vesting date are referred to as a “Tranche”) shall become fully unrestricted (or “vest”) in accordance with the following schedule:

Restricted Stock Units Tranche	Vesting Date
One-third of the Restricted Stock Units (Tranche #1)	The first anniversary of the Grant Date
An additional one-third of the Restricted Stock Units	The second anniversary of the Grant Date
(Tranche #2)
The final one-third of the Restricted Stock Units	The third anniversary of the Grant Date
(Tranche #3)

You may not sell, transfer or otherwise convey an interest in or pledge any of your Restricted Stock Units.

As soon as practicable following the date on which the Restricted Stock Units vest, the Company will reflect that the Restricted Stock Units are no longer subject to forfeiture on Deferred Compensation Plan records.

The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan, the Deferred Compensation Plan and this Restricted Stock Unit Agreement including Exhibit A. Additional provisions regarding your Restricted Stock Units and definitions of capitalized terms used and not defined in this Restricted Stock Unit Agreement can be found in the Plan. Without limitation, “Committee” means the Human Resources Committee of the Board or its delegate in accordance with the Plan.

HARLEY-DAVIDSON, INC.

Vice President and Treasurer

Date:  

Time:  

Exhibit A to Restricted Stock Unit Agreement

Termination of Employment: (1) If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Restricted Stock Units that were not previously vested will become vested. (2) Subject to clause (1), if your employment with the Company and its Affiliates is terminated for any reason other than death, Disability or Retirement (based solely on clause (iii) of the definition of such term in the Plan), then you will forfeit any Restricted Stock Units that are not vested as of the date your employment is terminated. (3) Subject to clause (1), if you cease to be employed by the Company and its Affiliates by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock Units in each Tranche will vest, which portion will be equal to the number of unvested Restricted Stock Units in that Tranche multiplied by a fraction the numerator of which is the number of Months (counting a partial Month as a full Month) from the Grant Date until the date your employment is terminated by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such Tranche would otherwise have become unrestricted if your employment had continued, and you will forfeit the remaining Restricted Stock Units that are not vested. For purposes of this Agreement, a “Month” shall mean the period that begins on the first calendar day after the Grant Date, or the anniversary of the Grant Date that occurs in each calendar month, and ends on the anniversary of the Grant Date that occurs in the following calendar month.

Change of Control: The occurrence of a Change of Control (as defined in the Plan) shall not, in and of itself, cause otherwise unvested Restricted Stock Units to become unrestricted or vested. Unless the Committee has exercised its discretion under Section 17(c) of the Plan to provide a result more favorable to you, whether or not the vesting of otherwise unvested Restricted Stock Units is accelerated following such Change of Control shall be determined in accordance with the provisions of the Transition Agreement then in effect between you and Harley-Davidson, Inc. (or, if you had been but are not then a party to a Transition Agreement, the provisions of the Transition Agreement that would have applied if the last such Transition Agreement to which you were a party had continued).

Voting Rights and Dividends: You are not entitled to exercise any voting rights with respect to the Shares underlying your Restricted Stock Units. You will receive a cash credit under the Deferred Compensation Plan equivalent to any dividends and other distributions paid with respect to the Shares underlying your Restricted Stock Units, so long as the applicable record date occurs before you forfeit such Restricted Stock Units. If, however, any dividends or distributions with respect to the Shares underlying your Restricted Stock Units are paid in Shares rather than cash, you will be credited with additional Restricted Stock Units equal to the number of shares that you would have received had your Restricted Stock Units been actual Shares, and such Restricted Stock Units will be subject to the same risk of forfeiture and other terms of this Restricted Stock Unit Agreement as are the Restricted Stock Units that are granted contemporaneously with this Restricted Stock Unit Agreement. Amounts credited to your Deferred Compensation Plan account in the form of cash credits will be distributed at the same time as your cash account under the Deferred Compensation Plan is distributed. Amounts credited to your Deferred Compensation Plan account in the form of additional Restricted Stock Units will be distributed (if vested) at the same time as your Restricted Stock Unit account under the Deferred Compensation Plan is distributed.

Distribution: The Restricted Stock Units credited to you under the Deferred Compensation Plan, both before and after vesting, will be held as Restricted Stock Units, and you will not be able to direct that the Restricted Stock Units be exchanged for another of the hypothetical investment options that are available for the deemed investment of certain other amounts that are credited to participant accounts under the Deferred Compensation Plan. Distribution of the Restricted Stock Units will be made in Shares, on a one-for-one basis with one Share being distributed for each Restricted Stock Unit that is distributable; provided that cash will be distributed in satisfaction of any fractional Restricted Stock Unit. The time and form of distribution will be determined in accordance with the terms of the Deferred Compensation Plan and your distribution election under the Deferred Compensation Plan.

[over]

Tax Withholding: To the extent that your receipt of Restricted Stock Units, the vesting of Restricted Stock Units, your receipt of payments in respect of Restricted Stock Units or the delivery of Shares to you in respect of Restricted Stock Units results in income to you for federal, state or local taxes, the Company has the right and authority to deduct or withhold from any compensation it would pay to you (including payments in respect of Restricted Stock Units) an amount, and/or to treat you as having surrendered vested Restricted Stock Units having a value, sufficient to satisfy its withholding obligations. In its discretion, the Company may require you to deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations.

When income results from the delivery of Shares to you in respect of Restricted Stock Units, to the extent the Company permits you to do so, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company accept that number of Shares having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the delivery of such Shares. If you would be left with a fractional share after satisfying the withholding obligation, the fair market value of that fractional share will be applied to your general federal tax withholding. If the Company does not allow you to elect to have the Company accept Shares, or if you want to keep all of the Shares that will be delivered, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation on a date advised by the Company. Where you may elect to deliver funds to satisfy the withholding tax obligation, your election to deliver funds must be irrevocable, in writing, and submitted to the Secretary or to such other person as the Company may designate on or before the date that the Company specifies, which will be before the date of delivery of the Shares, and if you fail to deliver such election then you will be deemed to have elected to have the Company accept Shares as described above.

Rejection/Acceptance: You may return this Restricted Stock Unit Agreement to the Company (in care of the Vice President and Treasurer of the Company) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Restricted Stock Unit Agreement If you choose to retain this Restricted Stock Unit Agreement beyond that date, then you accept the terms of this Award, acknowledge these tax implications and agree and consent to all amendments to the Plan, the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Award and any prior awards to you of any kind under such plans.

EX-10.9

Exhibit 10.9

Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International)	Harley-Davidson, Inc.   or Subsidiaries       ID: 39-1805420
«Fname» «M»«Lname» «Address1» «Address2» «Address3» «City», «St»«Zip» «CO»	Award Number:        «Grant_» Plan:                             2009 Incentive Stock Plan ID:                                 «ID»

Effective <insert date> (the “Grant Date”), you have been granted Restricted Stock Units with respect to <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (“HDI” and, together with its Subsidiaries, the “Company”). This grant is made under HDI’s 2009 Incentive Stock Plan (the “Plan”).

Subject to accelerated vesting and forfeiture as described in Exhibit A, a portion of the Restricted Stock Units (Restricted Stock Units with the same scheduled vesting date are referred to as a “Tranche”) shall become fully unrestricted (or “vest”) in accordance with the following schedule:

Restricted Stock Units Tranche	Vesting Date
One-third of the Restricted Stock Units (Tranche #1)	The first anniversary of the Grant Date
An additional one-third of the Restricted Stock Units	The second anniversary of the Grant Date
(Tranche #2)
The final one-third of the Restricted Stock Units	The third anniversary of the Grant Date
(Tranche #3)

As soon as practicable following the date on which the Restricted Stock Units vest, the Company will make a cash payment to you in your local currency using the spot rate on the vesting date, less applicable withholding, equal to the product obtained by multiplying the Fair Market Value of a share of Common Stock of HDI on the vesting date by the number of Restricted Stock Units that have become vested on such date.

The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Restricted Stock Unit Agreement including Exhibit A. Additional provisions regarding your Restricted Stock Units and definitions of capitalized terms used and not defined in this Restricted Stock Unit Agreement can be found in the Plan. Without limitation, “Committee” means the Human Resources Committee of the Board or its delegate in accordance with the Plan.

HARLEY-DAVIDSON, INC. and Subsidiaries

Vice President and Treasurer

Date:  

Time:  

Exhibit A to Restricted Stock Unit Agreement

Termination of Employment: (1) If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Restricted Stock Units that were not previously vested will become vested. (2) Subject to clause (1), if your employment with the Company and its Affiliates is terminated for any reason other than death, Disability or Retirement (based solely on clause (iii) of the definition of such term in the Plan), then you will forfeit any Restricted Stock Units that are not vested as of the date your employment is terminated. (3) Subject to clause (1), if you cease to be employed by the Company and its Affiliates by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock Units in each Tranche will vest, which portion will be equal to the number of unvested Restricted Stock Units in that Tranche multiplied by a fraction the numerator of which is the number of Months (counting a partial Month as a full Month) from the Grant Date until the date your employment is terminated by reason of death, Disability or Retirement (based solely on clause (iii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such Tranche would otherwise have become unrestricted if your employment had continued, and you will forfeit the remaining Restricted Stock Units that are not vested. For purposes of this Agreement, a “Month” shall mean the period that begins on the first calendar day after the Grant Date, or the anniversary of the Grant Date that occurs in each calendar month, and ends on the anniversary of the Grant Date that occurs in the following calendar month.

Voting Rights and Dividends: You are not entitled to exercise any voting rights with respect to the Common Stock of HDI underlying your Restricted Stock Units. You will receive a cash payment equivalent to any dividends and other distributions paid with respect to the Common Stock of HDI underlying your Restricted Stock Units (reduced for any tax withholding due), so long as the applicable record date occurs before you forfeit such Restricted Stock Units, which will be paid in your local currency using the spot rate on the date the dividend or other distribution is paid to shareholders. If, however, any dividends or distributions with respect to the Common Stock of HDI underlying your Restricted Stock Units are paid in Shares rather than cash, you will be credited with additional Restricted Stock Units equal to the number of shares that you would have received had your Restricted Stock Units been actual Shares, and such Restricted Stock Units will be subject to the same risk of forfeiture and other terms of this Restricted Stock Unit Agreement as are the Restricted Stock Units that are granted contemporaneously with this Restricted Stock Unit Agreement. Any amounts due to you under this provision shall be paid to you, in cash, no later than the end of the calendar year in which the dividend or other distribution is paid to shareholders or, if later, the 15th day of the third month following the date the dividends are paid to shareholders; provided that in the case of any distribution with respect to which you are credited with additional Restricted Stock Units that are subject to a risk of forfeiture, distribution shall be made at the same time as payment is made in respect of the Restricted Stock Units that are granted contemporaneously with this Restricted Stock Unit Agreement.

Tax Withholding: To the extent that your receipt of Restricted Stock Units, the vesting of Restricted Stock Units or your receipt of payments in respect of Restricted Stock Units results in income to you for federal or local taxes, the Company has the right and authority to deduct or withhold from any compensation it would pay to you (including payments in respect of Restricted Stock Units) an amount, and/or to treat you as having surrendered vested Restricted Stock Units having a value, sufficient to satisfy its withholding obligations. In its discretion, the Company may require you to deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations.

Rejection/Acceptance: You may return this Restricted Stock Unit Agreement to the Company (in care of the Vice President and Treasurer of HDI) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Restricted Stock Unit Agreement If you choose to retain this Restricted Stock Unit Agreement beyond that date, then you accept the terms of this Award, acknowledge these tax implications and agree and consent to all amendments to the Plan and the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Award and any prior awards to you of any kind under such plans.

EX-10.10

Exhibit 10.10

Notice of Grant of Stock Appreciation Right and Stock Appreciation Right Agreement (Standard)	Harley-Davidson, Inc.       or Subsidiaries
«FirstName» «LastName» «Address1» «City,» «State» «Zip» «Country»	Stock Appreciation Right/Award Plan:      2009 Incentive Stock Plan ID:

Effective <insert date> (the “Grant Date”), you have been granted a Stock Appreciation Right with respect to <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (“HDI” and, together with its Subsidiaries, the “Company”). This Stock Appreciation Right does not include the right to receive dividends or other distributions declared and paid on the shares of HDI’s Common Stock underlying the Stock Appreciation Right.

In each period the Stock Appreciation Right will become vested in respect of the number of shares indicated on the date shown.

Shares Underlying Stock Appreciation Right	Vest Type	Full Vest	Expiration Date
«shares»
«shares»
«shares»

To the extent vested, the Stock Appreciation Right may be exercised in part or in full prior to expiration. As soon as practicable following any exercise of the Stock Appreciation Right, you will be entitled to receive the value of the portion of the Stock Appreciation Right exercised. The value of the portion of the Stock Appreciation Right that was exercised will be equal to the product obtained by multiplying (1) the number of shares underlying the portion of the Stock Appreciation Right that was exercised on the date of such exercise, and (2) the amount by which the Fair Market Value of a share of HDI’s Common Stock on the date of such exercise exceeds «price». The Stock Appreciation Right will be valued and paid in cash in your local currency using the spot rate on the date of such exercise, less applicable withholding.

The Stock Appreciation Right is granted under and governed by the terms and conditions of HDI’s 2009 Incentive Stock Plan (the “Plan”) and this Stock Appreciation Right Agreement. Additional provisions regarding your Stock Appreciation Right and definitions of capitalized terms used and not defined in this Stock Appreciation Right Agreement can be found in the Plan.

If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55): (a) if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any portion of the Stock Appreciation Right that was not previously exercisable will become fully exercisable and (b) without limiting your rights under Section 7(g) of the Plan, the Stock Appreciation Right shall remain exercisable, to the extent it was exercisable at the time of cessation of employment, until the earliest of: the Stock Appreciation Right’s expiration date; the first anniversary of the date of your death; or the third anniversary of the date of such cessation of employment.

Exhibit 10.10

You may return this Stock Appreciation Right Agreement to the Company (in care of the Vice President and Treasurer of HDI) within thirty (30) days after the Grant Date, and by doing so you will forfeit any rights under this Stock Appreciation Right Agreement. If you choose to retain this Stock Appreciation Right Agreement beyond that date, then you accept the terms of this Stock Appreciation Right and agree and consent to all amendments to the Plan, the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Stock Appreciation Right and any prior awards to you of any kind under such plans.

Vice President and Treasurer

EX-31.1

Exhibit 31.1

Chief Executive Officer Certification

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

I, Keith E. Wandell, certify that:

1. I have reviewed this 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;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2010	/s/ Keith E. Wandell
	Keith E. Wandell President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Chief Financial Officer Certification

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

I, John A. Olin, certify that:

1. I have reviewed this 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;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2010	/s/ John A. Olin
	John A. Olin Senior Vice President and Chief Financial Officer

EX-32.1

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 Senior 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 28, 2010 (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 6, 2010	/s/ Keith E. Wandell
	Keith E. Wandell President and Chief Executive Officer
	/s/ John A. Olin
	John A. Olin Senior Vice President and Chief Financial Officer