Edgar Filing: HARLEY DAVIDSON INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 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 June 26, 2011

¨	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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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.

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 July 27, 2011: 236,411,743 shares

Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended June 26, 2011


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	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59

Item 4.	Controls and Procedures	59

Part II	Other Information	60

Item 1.	Legal Proceedings	60

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

Item 6.	Exhibits	60

Signatures		61

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						Six months ended
	June 26, 2011			June 27, 2010			June 26, 2011			June 27, 2010
Revenue:
Motorcycles and related products	$	1,339,744		$	1,135,101		$	2,402,788		$	2,172,436
Financial services		165,853			173,705			327,739			343,542

Total revenue		1,505,597			1,308,806			2,730,527			2,515,978

Costs and expenses:
Motorcycles and related products cost of goods sold		871,476			738,117			1,582,654			1,395,905
Financial services interest expense		56,991			69,121			115,026			150,324
Financial services provision for credit losses		(6,790	)		9,262			(1,184	)		41,068
Selling, administrative and engineering expense		268,424			243,429			502,539			478,779
Restructuring expense		13,594			30,125			36,593			78,361

Total costs and expenses		1,203,695			1,090,054			2,235,628			2,144,437


Operating income		301,902			218,752			494,899			371,541
Investment income		1,748			1,551			3,146			2,427
Interest expense		11,350			23,591			22,831			47,046

Income before provision for income taxes		292,300			196,712			475,214			326,922
Provision for income taxes		101,720			57,425			165,374			118,894

Income from continuing operations		190,580			139,287			309,840			208,028
Loss from discontinued operations, net of tax		—			(68,130	)		—			(103,546	)

Net income	$	190,580		$	71,157		$	309,840		$	104,482

Earnings per common share from continuing operations:
Basic	$	0.81		$	0.60		$	1.32		$	0.89
Diluted	$	0.81		$	0.59		$	1.31		$	0.89
Loss per common share from discontinued operations:
Basic	$	—		$	(0.29	)	$	—		$	(0.44	)
Diluted	$	—		$	(0.29	)	$	—		$	(0.44	)
Earnings per common share:
Basic	$	0.81		$	0.30		$	1.32		$	0.45
Diluted	$	0.81		$	0.30		$	1.31		$	0.45
Cash dividends per common share	$	0.125		$	0.10		$	0.225		$	0.20

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

HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	(Unaudited) June 26, 2011		December 31, 2010		(Unaudited) June 27, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	973,478	$	1,021,933	$	1,414,912
Marketable securities		244,555		140,118		86,518
Accounts receivable, net		265,663		262,382		248,620
Finance receivables held for investment, net		1,144,886		1,080,432		1,061,598
Restricted finance receivables held by variable interest entities, net		573,208		699,026		743,697
Inventories		337,472		326,446		296,920
Assets of discontinued operations		—		—		85,126
Restricted cash held by variable interest entities		244,060		288,887		344,595
Other current assets		217,656		247,402		304,015

Total current assets		4,000,978		4,066,626		4,586,001
Finance receivables held for investment, net		2,306,165		1,553,781		1,717,644
Restricted finance receivables held by variable interest entities, net		1,939,181		2,684,330		2,850,684
Property, plant and equipment, net		788,943		815,112		810,104
Goodwill		31,156		29,590		28,110
Other long-term assets		295,556		281,301		231,350

	$	9,361,979	$	9,430,740	$	10,223,893

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	277,395	$	225,346	$	241,719
Accrued liabilities		590,096		556,671		592,185
Liabilities of discontinued operations		—		—		61,501
Short-term debt		694,137		480,472		322,941
Current portion of long-term debt		—		—		341,452
Current portion of long-term debt held by variable interest entities		635,604		751,293		817,602

Total current liabilities		2,197,232		2,013,782		2,377,400
Long-term debt		2,893,462		2,516,650		2,825,334
Long-term debt held by variable interest entities		1,217,778		2,003,941		2,227,025
Pension liability		103,511		282,085		244,115
Postretirement healthcare liability		258,881		254,762		265,326
Other long-term liabilities		159,719		152,654		147,689
Commitments and contingencies (Note 17)
Total shareholders’ equity		2,531,396		2,206,866		2,137,004

	$	9,361,979	$	9,430,740	$	10,223,893

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

HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six months ended
	June 26, 2011			June 27, 2010
Net cash provided by operating activities of continuing operations (Note 3)	$	472,962		$	726,010
Cash flows from investing activities of continuing operations:
Capital expenditures		(69,267	)		(45,754	)
Origination of finance receivables held for investment		(1,434,607	)		(1,201,812	)
Collections on finance receivables held for investment		1,416,610			1,364,188
Purchases of marketable securities		(142,653	)		(60,670	)
Sales and redemptions of marketable securities		39,966			13,526

Net cash provided by (used by) investing activities of continuing operations		(189,951	)		69,478
Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes		447,076			—
Repayments of securitization debt		(901,851	)		(1,007,271	)
Net increase in credit facilities and unsecured commercial paper		131,039			38,235
Net change in restricted cash		44,827			21,946
Dividends		(53,152	)		(47,033	)
Purchase of common stock for treasury		(5,678	)		(1,191	)
Excess tax benefits from share-based payments		3,476			3,400
Issuance of common stock under employee stock option plans		4,534			7,184

Net cash used by financing activities of continuing operations		(329,729	)		(984,730	)
Effect of exchange rate changes on cash and cash equivalents of continuing operations		(1,702	)		(3,172	)
Net decrease in cash and cash equivalents of continuing operations		(48,420	)		(192,414	)
Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations		(35	)		(22,010	)
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			(1,856	)

		(35	)		(23,866	)

Net decrease in cash and cash equivalents	$	(48,455	)	$	(216,280	)

Cash and cash equivalents:
Cash and cash equivalents - beginning of period	$	1,021,933		$	1,630,433
Cash and cash equivalents of discontinued operations - beginning of period		—			6,063
Net decrease in cash and cash equivalents		(48,455	)		(216,280	)
Less: Cash and cash equivalents of discontinued operations - end of period		—			(5,304	)

Cash and cash equivalents - end of period	$	973,478		$	1,414,912

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

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 group of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). In addition, certain variable interest entities (VIEs) related to secured financing are consolidated as the Company is the primary beneficiary. All intercompany accounts and material intercompany 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 June 26, 2011 and June 27, 2010, the condensed consolidated statements of operations for the three and six month periods then ended and the condensed consolidated statements of cash flows for the six 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, 2010.

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 Agusta (MV). On October 15, 2009, the Company announced its intent to divest MV, and the Company completed the sale on August 6, 2010. MV is presented as a discontinued operation for all periods.

2.	New Accounting Standards

Accounting Standards Recently Adopted

In July 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU No. 2010-20 amends the guidance within Accounting Standards Codification (ASC) Topic 310, “Receivables” to facilitate financial statement users’ evaluation of (1) the nature of credit risk inherent in the entity’s portfolio of financing receivables; (2) how that risk is analyzed and assessed in arriving at the allowance for credit losses; and (3) the changes and reasons for those changes in the allowance for credit losses. The amendments in ASU No. 2010-20 also require an entity to provide additional disclosures such as a rollforward schedule of the allowance for credit losses on a portfolio segment basis, credit quality indicators of financing receivables and the aging of past due financing receivables. The Company was required to adopt the majority of ASU No. 2010-20 as of December 31, 2010 with the remainder as of January 1, 2011; please refer to Note 6 for further discussion.

In June 2009, the 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 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.

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; please refer to Note 7 for further information concerning the Company’s consolidated VIEs.

Accounting Standards Not Yet Adopted

In April 2011, the FASB issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU No. 2011-02 amends the guidance within ASC Topic 310, “Receivables,” to clarify how creditors determine when a restructuring constitutes a troubled debt restructuring. In addition, ASU No. 2011-02 clarifies the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulties even though the debtor may not be in payment default. The Company is required to adopt ASU No. 2011-02 beginning in the third quarter of 2011 and is currently evaluating the impact of adoption.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 clarifies the application of existing guidance within ASC Topic 820, “Fair Value Measurement” to ensure consistency between U.S. GAAP and International Financial Reporting Standards (IFRS). ASU No. 2011-04 also requires new disclosures about purchases, sales, issuances, and settlements related to Level 3 measurements and also requires new disclosures around transfers into and out of Levels 1 and 2 in the fair value hierarchy. The Company is required to adopt ASU No. 2011-04 beginning in the first quarter of 2012 and is currently evaluating the impact the new disclosure requirements will have on its financial statements and notes.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU No. 2011-05 amends the guidance within ASC Topic 220, “Comprehensive Income,” to eliminate the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. ASU No. 2011-05 requires that all nonowner changes in shareholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company is required to adopt ASU No. 2011-05 beginning in the first quarter of 2012 and the adoption of ASU No. 2011-05 will only impact the format of the current presentation.

3.	Additional Balance Sheet and Cash Flow Information

Marketable Securities

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


	June 26, 2011		December 31, 2010		June 27, 2010
Available-for-sale:
Corporate bonds	$	194,556	$	50,231	$	86,518
U.S. Treasuries		49,999		89,887		—

	$	244,555	$	140,118	$	86,518

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 of less than one year. During the first half of 2011 and 2010, the Company recognized gross unrealized gains of $1.7 million and losses of $0.8 million, respectively, or $1.1 million and $0.5 million net of taxes, respectively, to adjust amortized cost to fair value.

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):


	June 26, 2011			December 31, 2010			June 27, 2010
Components at the lower of FIFO cost or market
Raw materials and work in process	$	108,518		$	100,082		$	91,523
Motorcycle finished goods		147,787			158,425			144,671
Parts and accessories and general merchandise		115,202			101,975			96,163

Inventory at lower of FIFO cost or market		371,507			360,482			332,357
Excess of FIFO over LIFO cost		(34,035	)		(34,036	)		(35,437	)

	$	337,472		$	326,446		$	296,920

Operating Cash Flow

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


	Six months ended
	June 26, 2011			June 27, 2010
Cash flows from operating activities:
Net income	$	309,840		$	104,482
Loss from discontinued operations		—			(103,546	)

Income from continuing operations		309,840			208,028
Adjustments to reconcile income from continuing operations to net cash (used by) provided by operating activities:
Depreciation		89,543			136,600
Amortization of deferred loan origination costs		39,054			44,841
Amortization of financing origination fees		5,833			13,774
Provision for employee long-term benefits		34,456			45,506
Contributions to pension and postretirement plans		(205,498	)		(22,151	)
Stock compensation expense		20,537			13,935
Net change in wholesale finance receivables		11,909			100,956
Provision for credit losses		(1,184	)		41,068
Pension and postretirement healthcare plan curtailment and settlement expense		236			1,558
Foreign currency adjustments		(2,813	)		(14,429	)
Other, net		27,226			30,093
Changes in current assets and liabilities:
Accounts receivable, net		8,301			1,527
Finance receivables - accrued interest and other		5,553			7,742
Inventories		(530	)		11,077
Accounts payable and accrued liabilities		133,838			134,389
Restructuring reserves		3,195			(25,391	)
Derivative instruments		1,195			1,260
Other		(7,729	)		(4,373	)

Total adjustments		163,122			517,982

Net cash provided by operating activities of continuing operations	$	472,962		$	726,010

4.	Discontinued Operations

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. During 2009, the Company recorded pre-tax impairment charges of $115.4 million related to MV. The 2009 impairment charges consisted of $85.5 million goodwill impairment, $19.8 million fixed asset impairment and $10.1 million intangible assets impairment.

At each subsequent reporting date in 2010 through the date of sale, the fair value less selling costs was re-assessed and additional impairment charges totaling $111.8 million were recognized in 2010. As the effort to sell MV progressed into 2010, adverse factors led to decreases in the fair value of MV. During 2010, challenging economic conditions continued to persist, negatively impacting the appetite of prospective buyers and the motorcycle industry as a whole. Information coming directly from the selling process, including discussions with the prospective buyers, indicated a fair value that was less than previously estimated.

On August 6, 2010, the Company concluded its sale of MV to MV Augusta Motor Holding S.r.l., a company controlled by the former owner of MV. Under the agreement relating to the sale, (1) the Company received nominal consideration in return for the transfer of MV and related assets; (2) the parties waived their respective rights under the stock purchase agreement and other documents related to the Company’s purchase of MV in 2008, which included a waiver of the former owner’s right to contingent earn-out consideration; and (3) the Company contributed 20.0 million Euros to MV as operating capital. The 20.0 million Euros contributed were factored into the Company’s estimate of MV’s fair value prior to the sale and was recognized in the 2010 impairment charges discussed above. As a result of the impairment charges recorded prior to the sale, the Company only incurred an immaterial loss on the date of sale, which was included in the loss from discontinued operations, net of tax, during the year ended December 31, 2010.

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


	Three months ended			Six months ended
	June 27, 2010			June 27, 2010
Revenue	$	22,029		$	44,580
Loss before income taxes	$	(83,580	)	$	(125,389	)
Net loss	$	(68,130	)	$	(103,546	)
Loss per common share	$	(0.29	)	$	(0.44	)

Included in the first half 2010 operating loss was an impairment charge of $111.8 million, or $90.2 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 $32.3 million accounts receivable valuation allowance; $25.2 million inventory valuation; $26.9 million fixed asset impairment; $15.8 million intangible asset impairment; $2.6 million other asset valuation allowance; and $9.0 million of currency translation adjustment.

At June 27, 2010, assets of discontinued operations consisted of $4.1 million of accounts receivable, net; $3.5 million of inventories; and $77.5 million of other assets. At June 27, 2010, liabilities of discontinued operations consisted of $44.9 million of accounts payable and accrued liabilities and $16.6 million of other liabilities.

5.	Restructuring Expense

2011 Restructuring Plan

In February 2011, the Company’s unionized employees at its facility in Kansas City, Missouri ratified a new seven-year labor agreement which takes effect in April 2012 when the current contract expires. The new contract is similar to the labor agreements ratified at the Company’s Wisconsin facilities in September 2010 and its York, Pennsylvania facility in December 2009, and allows for similar flexibility and increased production efficiency. Once the new contract is implemented, the production system in Kansas City, like Wisconsin and York, will include the addition of a flexible workforce component.

After taking actions to implement the new ratified labor agreement (2011 Restructuring Plan), the Company expects to have about 145 fewer full-time hourly unionized employees in its Kansas City facility than would be required under the existing contract. The new contract will be implemented in 2012.

Under the 2011 Restructuring Plan, restructuring expenses consist of employee severance and termination costs and other related costs. The Company expects to incur approximately $15 million in restructuring expenses related to the new contract through 2012, of which approximately 10% are expected to be non-cash. During the first six months of 2011, the Company recorded a $7.5 million restructuring charge related to the 2011 Restructuring Plan.

The following table summarizes the Company’s 2011 Restructuring Plan reserve recorded in accrued liabilities as of June 26, 2011 (in thousands):


	Motorcycles & Related Products
	Employee Severance and Termination Costs			Other			Total
Restructuring expense	$	7,177		$	340		$	7,517
Utilized - cash		(3,843	)		(340	)		(4,183	)
Utilized - noncash		(236	)		—			(236	)

Balance June 26, 2011	$	3,098		$	—		$	3,098

For the six months ended June 26, 2011, restructuring expense included $0.2 million of noncash curtailment losses related to the Company’s pension plan that covers employees of the Kansas City facility.

2010 Restructuring Plan

In September 2010, the Company’s unionized employees at its facilities in Milwaukee and Tomahawk, Wisconsin ratified three separate new seven-year labor agreements which take effect in April 2012 when the current contracts expire. The new contracts are similar to the labor agreement ratified at the Company’s York, Pennsylvania facility in December 2009 and allow for similar flexibility and increased production efficiency. Once the new contracts are implemented, the production system in Wisconsin, like York, will include the addition of a flexible workforce component.

After taking actions to implement the new ratified labor agreements (2010 Restructuring Plan), the Company expects to have about 250 fewer full-time hourly unionized employees in its Milwaukee facilities when the contracts are implemented in 2012, than would be required under the existing contract. In Tomahawk, the Company expects to have about 75 fewer full-time hourly unionized employees when the contract is implemented, than would be required under the current contract.

Under the 2010 Restructuring Plan, restructuring expenses consist of employee severance and termination costs and other related costs. The Company expects to incur approximately $67 million in restructuring expenses related to the new contracts through 2012, of which approximately 42% are expected to be non-cash. On a cumulative basis, the Company has incurred $50.7 million of restructuring expense under the 2010 Restructuring Plan as of June 26, 2011, of which $6.3 million was incurred during the first half of 2011.

The following table summarizes the Company’s 2010 Restructuring Plan reserve recorded in accrued liabilities as of June 26, 2011 (in thousands):


	Motorcycles & Related Products
	Employee Severance and Termination Costs
Balance December 31, 2010	$	8,652
Restructuring expense		6,296
Utilized - cash		(732	)

Balance June 26, 2011	$	14,216

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 at various dates between 2009 and 2012. The 2009 Restructuring Plan was designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations. The Company’s significant announced actions include the restructuring and transformation of its York, Pennsylvania production facility including the implementation of a new more flexible unionized labor agreement; consolidation of facilities related to engine and transmission production; outsourcing of certain distribution and transportation activities and exiting the Buell product line.

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.

Under the 2009 Restructuring Plan, 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 $408 million to $423 million from 2009 to 2012, of which approximately 30% are expected to be non-cash. On a cumulative basis, the Company has incurred $366.2 million of restructuring and impairment expense under the 2009 Restructuring Plan as of June 26, 2011, of which $22.8 million was incurred during the first six months of 2011. Approximately 2,500 employees have left the Company under the 2009 Restructuring Plan as of June 26, 2011.

The following tables summarize the Company’s 2009 Restructuring Plan reserve recorded in accrued liabilities as of June 26, 2011 and June 27, 2010 (in thousands):


	Motorcycles & Related Products												Financial Services
	Employee Severance and Termination Costs			Accelerated Depreciation			Other			Total			Employee Severance and Termination Costs			Consolidated Total
Balance December 31, 2009	$	36,070		$	—		$	31,422		$	67,492		$	219		$	67,711
Restructuring expense		27,527			33,724			17,110			78,361			—			78,361
Utilized - cash		(32,304	)		—			(35,688	)		(67,992	)		(44	)		(68,036	)
Utilized - noncash		1,023			(33,724	)		(2,840	)		(35,541	)		(175	)		(35,716	)

Balance June 27, 2010	$	32,316		$	—		$	10,004		$	42,320		$	—		$	42,320


	Motorcycles & Related Products											Financial Services
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total			Employee Severance and Termination Costs		Consolidated Total


Balance December 31, 2010	$	23,818		$	—	$	2,764		$	26,582		$	—	$	26,582
Restructuring expense		3,504			—		19,276			22,780			—		22,780
Utilized - cash		(8,159	)		—		(20,341	)		(28,500	)		—		(28,500	)
Utilized - noncash		—			—		253			253			—		253

Balance June 26, 2011	$	19,163		$	—	$	1,952		$	21,115		$	—	$	21,115

Other restructuring costs under the 2009 Restructuring Plan include items such as the exit costs for terminating supply contracts, lease termination costs and moving costs. During the fourth quarter of 2010, the Company released $3.8 million of its 2009 Restructuring Plan reserve related to exiting the Buell product line as these costs are no longer expected to be incurred.

6.	Finance Receivables

HDFS provides retail financial services to customers of the Company’s independent dealers in the United States and Canada. The origination of retail loans is a separate and distinct transaction between HDFS and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and installment loans. HDFS holds either titles or liens on titles to vehicles financed by promissory notes and installment loans.

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

Finance receivables, net, including finance receivables held by VIEs, consisted of the following (in thousands):


	June 26, 2011			December 31, 2010			June 27, 2010
Retail	$	5,374,055		$	5,377,161		$	5,772,227
Wholesale		733,789			813,997			784,379

		6,107,844			6,191,158			6,556,606
Allowance for credit losses		(144,404	)		(173,589	)		(182,983	)

	$	5,963,440		$	6,017,569		$	6,373,623

At June 26, 2011, December 31, 2010 and June 27, 2010, the Company’s Condensed Consolidated Balance Sheet included finance receivables, net of $2.51 billion, $3.38 billion and $3.59 billion, respectively, which were restricted as collateral for the payment of debt held by VIEs and other related obligations as discussed in Note 7. These receivables are included in retail finance receivables in the table above.

A provision for credit losses on finance receivables is charged to earnings in amounts sufficient to maintain the allowance for credit losses on finance receivables at a level that is adequate to cover losses of principal inherent in the existing portfolio. The allowance for credit losses on finance receivables represents management’s estimate of probable losses inherent in the finance receivable portfolio as of the balance sheet date. However, due to the use of projections and assumptions in estimating the losses, the amount of losses actually incurred by the Company could differ from the amounts estimated.

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


	Three months ended June 26, 2011
	Retail			Wholesale			Total
Balance, beginning of period	$	141,704		$	17,980		$	159,684
Provision for finance credit losses		(2,596	)		(4,194	)		(6,790	)
Charge-offs		(22,903	)		(330	)		(23,233	)
Recoveries		14,743			—			14,743

Balance, end of period	$	130,948		$	13,456		$	144,404


	Six months ended June 26, 2011
	Retail			Wholesale			Total
Balance, beginning of period	$	157,791		$	15,798		$	173,589
Provision for finance credit losses		843			(2,027	)		(1,184	)
Charge-offs		(58,094	)		(330	)		(58,424	)
Recoveries		30,408			15			30,423

Balance, end of period	$	130,948		$	13,456		$	144,404

Included in the $130.9 million retail allowance for credit losses on finance receivables is $62.1 million related to finance receivables held by VIEs.

Portions of the allowance for credit losses on finance receivables are specified to cover estimated losses on finance receivables specifically identified for impairment. The unspecified portion of the allowance for credit losses on finance receivables covers estimated losses on finance receivables which are collectively reviewed for impairment. Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement.

The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. HDFS performs a periodic and systematic collective evaluation of the adequacy of the retail allowance for credit losses. HDFS utilizes loss forecast models which consider a variety of factors including, but not limited to, historical loss trends, origination or vintage analysis, known and inherent risks in the portfolio, the value of the underlying collateral, recovery rates and current economic conditions including items such as unemployment rates. As retail finance receivables are collectively and not individually reviewed for impairment, this portfolio does not have finance receivables specifically impaired.

The wholesale portfolio is primarily composed of large balance, non-homogeneous loans. HDFS’ evaluation for the wholesale allowance for credit losses is first based on a loan-by-loan review. A specific allowance for credit losses is established for wholesale finance receivables determined to be individually impaired when management concludes that the borrower will not be able to make full payment of the contractual amounts due based on the original terms of the loan agreements. The impairment is determined based on the cash that HDFS expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan

is collateral-dependent. In establishing the allowance for credit losses, management considers a number of factors including the specific borrower’s financial performance as well as ability to repay. Finance receivables in the wholesale portfolio that are not considered impaired on an individual basis are segregated, based on similar risk characteristics, according to HDFS’ internal risk rating system and collectively evaluated for impairment.

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

The allowance for credit losses and finance receivables by portfolio, segregated by those amounts that are individually evaluated for impairment and those that are collectively evaluated for impairment at June 26, 2011 and December 31, 2010, is as follows (in thousands):


	June 26, 2011
	Retail		Wholesale		Total
Allowance for credit losses:
Individually evaluated for impairment	$	—	$	3,031	$	3,031
Collectively evaluated for impairment		130,948		10,425		141,373

Total allowance for credit losses	$	130,948	$	13,456	$	144,404

Finance receivables:
Individually evaluated for impairment	$	—	$	4,676	$	4,676
Collectively evaluated for impairment		5,374,055		729,113		6,103,168

Total finance receivables	$	5,374,055	$	733,789	$	6,107,844


	December 31, 2010
	Retail		Wholesale		Total
Allowance for credit losses:
Individually evaluated for impairment	$	—	$	3,566	$	3,566
Collectively evaluated for impairment		157,791		12,232		170,023

Total allowance for credit losses	$	157,791	$	15,798	$	173,589

Finance receivables:
Individually evaluated for impairment	$	—	$	5,423	$	5,423
Collectively evaluated for impairment		5,377,161		808,574		6,185,735

Total finance receivables	$	5,377,161	$	813,997	$	6,191,158

Additional information related to the wholesale finance receivables that are individually deemed to be impaired under ASC Topic 310, “Receivables,” at June 26, 2011 and December 31, 2010 includes (in thousands):


	June 26, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Three months ended				Six months ended
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Wholesale:
No related allowance recorded	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Related allowance recorded		4,676		4,441		3,031		4,932		—		5,050		—

Total impaired wholesale finance receivables	$	4,676	$	4,441	$	3,031	$	4,932	$	—	$	5,050	$	—


	December 31, 2010
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	Recorded Investment		Unpaid Principal Balance		Related Allowance
Wholesale:
No related allowance recorded	$	—	$	—	$	—
Related allowance recorded		5,423		5,358		3,566

Total impaired wholesale finance receivables	$	5,423	$	5,358	$	3,566

Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off at 120 days contractually past due. Retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of June 26, 2011 and December 31, 2010, all retail finance receivables were accounted for as interest-earning receivables, of which $18.7 million and $34.1 million, respectively, were 90 days or more past due.

Wholesale finance receivables are delinquent if the minimum payment is not received by the contractual due date. Interest continues to accrue on past due wholesale finance receivables until the date the collection of the finance receivables becomes doubtful, at which time the finance receivable is placed on non-accrual status. The Company will resume accruing interest on these wholesale finance receivables when payments are current according to the terms of the loan agreements and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. The recorded investment of non-accrual status wholesale finance receivables at June 26, 2011 and December 31, 2010, was $4.7 million and $5.4 million, respectively. At June 26, 2011 and December 31, 2010, $1.2 million and $1.6 million, respectively, of wholesale finance receivables were 90 days or more past due and accruing interest.

An analysis of the aging of past due finance receivables, which includes non-accrual status finance receivables, at June 26, 2011 is as follows (in thousands):


	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,205,300	$	115,163	$	34,860	$	18,732	$	168,755	$	5,374,055
Wholesale		730,476		816		387		2,110		3,313		733,789

Total	$	5,935,776	$	115,979	$	35,247	$	20,842	$	172,068	$	6,107,844

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

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

The recorded investment of retail finance receivables, by credit quality indicator, at June 26, 2011 was as follows (in thousands):


Prime	$	4,313,863
Sub - prime		1,060,192

Total	$	5,374,055

HDFS’ credit risk on the wholesale portfolio is different from that of the retail portfolio. Whereas the retail portfolio represents a relatively homogeneous pool of retail finance receivables that exhibit more consistent loss patterns, the wholesale portfolio exposures are less consistent. HDFS utilizes an internal credit risk rating system to manage credit risk exposure consistently across wholesale borrowers and capture credit risk factors for each borrower.

HDFS uses the following internal credit quality indicators, based on the Company’s internal risk rating system, listed from highest level of risk to lowest level of risk for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon management’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged-off, while the dealers classified as Low Risk are least likely to be charged-off. The internal rating system considers factors such as the specific borrowers’ ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated on a quarterly basis.

The recorded investment of wholesale finance receivables, by internal credit quality indicator, at June 26, 2011 was as follows (in thousands):


Doubtful	$	12,386
Substandard		21,088
Special Mention		12,887
Medium Risk		12,861
Low Risk		674,567

Total	$	733,789

7.	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. Servicing fees paid by VIEs to HDFS are eliminated in consolidation and therefore not recorded on a consolidated basis.

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 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 2011 to 2018.

At June 26, 2011, the assets of the consolidated term asset-backed securitization SPEs totaled $2.74 billion and were primarily included in restricted finance receivables held by VIEs, net, and restricted cash held by VIEs in the Company’s Condensed Consolidated Balance Sheet. At June 26, 2011, the SPEs held U.S. retail motorcycle finance receivables of $2.49 billion restricted as collateral for the payment of $1.85 billion of obligations under the secured notes. The SPEs also held $242.6 million of cash restricted for payment on the secured notes at June 26, 2011.

At June 27, 2010, the assets of the consolidated term asset-backed securitization SPEs totaled $3.91 billion and were primarily included in restricted finance receivables held by VIEs, net, and restricted cash held by VIEs in the Company’s Condensed Consolidated Balance Sheet. At June 27, 2010, the SPEs held U.S. retail motorcycle finance receivables of $3.56 billion restricted as collateral for the payment of $3.04 billion of obligations under the secured notes. The SPEs also held $342.3 million of cash restricted for payment on the secured notes at June 27, 2010.

Asset-Backed Commercial Paper Conduit Facility VIE

On September 10, 2010, the Company amended and restated its third-party bank sponsored asset-backed commercial paper conduit facility which provides for a total aggregate commitment of $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle loans held by the SPE as collateral. The assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates, 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 conduit facility also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the conduit facility, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, the conduit facility has an expiration date of September 9, 2011.

At June 26, 2011, the SPE had no borrowings outstanding under the conduit facility. The SPE held $19.3 million of finance receivables and $1.4 million of cash collections restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment of $600.0 million. The assets of the SPE totaled $21.0 million at June 26, 2011 and were primarily included in restricted finance receivables held by VIEs, net, and restricted cash held by VIEs in the Company’s Condensed Consolidated Balance Sheet.

At June 27, 2010, the SPE had no borrowings outstanding under the conduit facility. The SPE held $38.8 million of finance receivables and $2.4 million of cash collections restricted as collateral for the payment of fees associated with the unused portion of the then total aggregate commitment of $600.0 million. The assets of the SPE totaled $43.2 million at June 27, 2010 and were primarily included in restricted finance receivables held by VIEs, net, and restricted cash held by VIEs in the Company’s Condensed Consolidated Balance Sheet.

8.	Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, net, finance receivables, net, accounts payable, 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 June 26, 2011 and June 27, 2010 (in thousands):


	June 26, 2011				June 27, 2010
	Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	973,478	$	973,478	$	1,414,912	$	1,414,912
Marketable securities	$	244,555	$	244,555	$	86,518	$	86,518
Accounts receivable, net	$	265,663	$	265,663	$	248,620	$	248,620
Derivatives	$	—	$	—	$	11,459	$	11,459
Finance receivables, net	$	6,052,156	$	5,963,440	$	6,403,639	$	6,373,623
Restricted cash held by variable interest entities	$	244,060	$	244,060	$	344,595	$	344,595

Liabilities:
Accounts payable and accrued liabilities	$	867,491	$	867,491	$	833,904	$	833,904
Derivatives	$	14,933	$	14,933	$	9,860	$	9,860
Unsecured commercial paper	$	735,737	$	735,737	$	440,441	$	440,441
Credit facilities	$	201,112	$	201,112	$	348,817	$	348,817
Medium-term notes	$	2,555,926	$	2,347,750	$	2,118,054	$	2,100,469
Senior unsecured notes	$	391,051	$	303,000	$	801,362	$	600,000
Term asset-backed securitization debt	$	1,883,465	$	1,853,382	$	3,112,328	$	3,044,627

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 medium-term notes maturing in December 2012, December 2014, March 2016 and June 2018 are estimated based upon rates currently available for debt with similar terms and remaining maturities. The medium-term notes which matured in December 2010 were carried at fair value and included a fair value adjustment due to an interest rate swap agreement, designated as a fair value hedge, which effectively converted a portion of the note from a fixed to a floating rate.

The fair value of the 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 term asset-backed 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 tables.

Recurring Fair Value Measurements

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 26, 2011 and June 27, 2010 (in thousands):


	Balance as of June 26, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	582,808	$	582,808	$	—	$	—
Marketable securities		244,555		49,999		194,556		—
Derivatives		—		—		—		—

	$	827,363	$	632,807	$	194,556	$	—

Liabilities:
Derivatives	$	14,933	$	—	$	14,933	$	—


	Balance as of June 27, 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	$	913,272	$	913,272	$	—	$	—
Marketable securities		86,518		—		86,518		—
Derivatives		11,459		—		11,459		—

	$	1,011,249	$	913,272	$	97,977	$	—

Liabilities:
Derivatives	$	9,860	$	—	$	9,860	$	—

The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Foreign currency exchange contracts are valued using publicly quoted spot and forward prices; commodity contracts are valued using publicly quoted prices, where available, or dealer quotes; interest rate swaps are valued using publicized swap curves; and investments in marketable debt and equity securities are valued using publicly quoted prices.

10.

Derivative Instruments and Hedging Activities

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

All derivative instruments are recognized on the balance sheet at fair value (see Note 8). In accordance with ASC Topic 815, “Derivatives and Hedging,” the accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of gains and losses that result from changes in the fair value of derivative instruments is initially recorded in other comprehensive income (OCI) and subsequently reclassified into earnings when the hedged item affects income. The Company assesses, both at the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any ineffective portion is immediately recognized in earnings. No component of a hedging derivative instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value and any changes in fair value are recorded in current period earnings.

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

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 foreign currency contracts and natural gas contracts generally have maturities of less than one year.

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. In addition, HDFS utilized interest rate swaps with its medium-term notes which matured in December 2010; however, the impact was 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. The derivative contracts related to these term asset-backed securitizations expired during 2011 and 2010, respectively. Additionally, to facilitate the asset-backed commercial paper conduit facility agreements that the Company entered into in April 2009, HDFS entered into derivative contracts, which did not qualify for hedge accounting treatment. These derivative contracts were terminated in 2010. The fair value of HDFS’s interest rate swaps is determined using pricing models that incorporate quoted prices for similar assets and observable inputs such as interest rates and yield curves.

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


	June 26, 2011						June 27, 2010
Derivatives Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value(a)		Liability Fair Value(b)		Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)
Foreign currency contracts^(c)	$	272,637	$	—	$	9,691	$	74,033	$	6,912	$	—
Natural gas contracts^(c)		2,915		—		86		2,209		—		138
Interest rate swaps - unsecured commercial paper^(c)		117,500		—		5,156		155,000		—		9,656
Interest rate swaps - medium-term notes^(d)		—		—		—		150,000		2,918		—

Total	$	393,052	$	—	$	14,933	$	381,242	$	9,830	$	9,794


	June 26, 2011						June 27, 2010
Derivatives Not Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)		Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)
Derivatives - securitization transactions	$	—	$	—	$	—	$	135,836	$	—	$	66
Derivatives - conduit facility		—		—		—		513,955		1,629		—

	$	—	$	—	$	—	$	649,791	$	1,629	$	66

(a)	Included in other current assets

(b)	Included in accrued liabilities

(c)	Derivative designated as a cash flow hedge

(d)	Derivative designated as a fair value hedge

The following tables summarize 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						Six months ended
Cash Flow Hedges	June 26, 2011			June 27, 2010			June 26, 2011			June 27, 2010
Foreign currency contracts	$	(6,760	)	$	4,470		$	(16,921	)	$	13,871
Natural gas contracts		(227	)		255			(264	)		(649	)
Interest rate swaps - unsecured commercial paper		(397	)		(1,681	)		(405	)		(3,481	)

Total	$	(7,384	)	$	3,044		$	(17,590	)	$	9,741


	Amount of Gain/(Loss) Reclassified from AOCI into Income
	Three months ended						Six months ended						Expected to be Reclassified Over the Next Twelve Months
Cash Flow Hedges	June 26, 2011			June 27, 2010			June 26, 2011			June 27, 2010			Expected to be Reclassified Over the Next Twelve Months
Foreign currency contracts^(a)	$	(14,781	)	$	3,320		$	(20,788	)	$	3,681		$	7,404
Natural gas contracts^(a)		(166	)		(352	)		(424	)		(460	)		86
Interest rate swaps - unsecured commercial paper^(b)		(1,336	)		(1,558	)		(2,686	)		(3,344	)		4,343

Total	$	(16,283	)	$	1,410		$	(23,898	)	$	(123	)	$	11,833

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

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

For the three and six months ended June 26, 2011 and June 27, 2010, 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 tables summarize the amount of gains and losses related to derivative financial instruments designated as fair value hedges (in thousands):


	Amount of Loss Recognized in Income on Derivative
	Three months ended					Six months ended
Fair Value Hedges	June 26, 2011		June 27, 2010			June 26, 2011		June 27, 2010
Interest rate swaps - medium-term notes^(a)	$	—	$	(1,798	)	$	—	$	(3,154	)


	Amount of Gain Recognized in Income on Hedged Debt
	Three months ended				Six months ended
Fair Value Hedges	June 26, 2011		June 27, 2010		June 26, 2011		June 27, 2010
Interest rate swaps - medium-term notes^(a)	$	—	$	1,798	$	—	$	3,154

(a)	Gain/(loss) recognized in income is included in financial services interest expense

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


	Amount of Gain/(Loss) Recognized in Income on Derivative
	Three months ended					Six months ended
Derivatives not Designated as Hedges	June 26, 2011		June 27, 2010			June 26, 2011		June 27, 2010
Derivatives - securitization transactions^(a)	$	—	$	2		$	—	$	(7	)
Derivatives - conduit facility^(a)		—		(2,210	)		—		(5,574	)

	$	—	$	(2,208	)	$	—	$	(5,581	)

(a)	Gain/(loss) recognized in income is included in 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.

11.

Comprehensive Income

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


	Three months ended
	June 26, 2011					June 27, 2010
Net income				$	190,580				$	71,157
Other comprehensive income, net of tax:
Foreign currency translation adjustment					4,046					(21,413	)
Derivative financial instruments:
Unrealized net (losses) gains arising during period		(4,653	)				1,907
Less: net losses reclassified into net income		(10,266	)		5,613		861			1,046

Marketable securities
Unrealized gains (losses) on marketable securities		1,061			1,061		(26	)		(26	)

Pension and postretirement benefit plans:
Amortization of actuarial loss		5,896					4,970
Amortization of net prior service (credit) cost		(141	)				317
Pension and postretirement plan funded status adjustment		—					—
Less: actuarial loss reclassified into net income due to settlement		—					—
Less: prior service (cost) credit reclassified into net income due to net curtailment loss		—			5,755		—			5,287

				$	207,055				$	56,051


	Six months ended
	June 26, 2011					June 27, 2010
Net income				$	309,840				$	104,482
Other comprehensive income, net of tax:
Foreign currency translation adjustment					17,998					(30,231	)
Derivative financial instruments:
Unrealized net (losses) gains arising during period		(11,079	)				6,070
Less: net losses reclassified into net income		(15,074	)		3,995		(124	)		6,194

Marketable securities
Unrealized gains (losses) on marketable securities		1,102			1,102		(510	)		(510	)

Pension and postretirement benefit plans:
Amortization of actuarial loss		12,864					9,939
Amortization of net prior service (credit) cost		(860	)				634
Pension and postretirement plan funded status adjustment		546					—
Less: actuarial loss reclassified into net income due to settlement		—					(1,625	)
Less: prior service (cost) credit reclassified into net income due to net curtailment loss		(1	)		12,551		644			11,554

				$	345,486				$	91,489

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. 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 accounted for both Acts in the first quarter of 2010 and recorded income tax expense of $13.3 million associated with this change which affected the Company’s first quarter 2010 income tax rate.

The Company’s second quarter 2010 income tax expense was affected by the favorable conclusion of an Internal Revenue Service audit during the second quarter of 2010 and, in connection with the audit settlement, an adjustment to income taxes payable.

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.

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


	Three months ended						Six months ended
	June 26, 2011			June 27, 2010			June 26, 2011			June 27, 2010
Balance, beginning of period	$	57,111		$	70,204		$	54,134		$	68,044
Warranties issued during the period		12,335			7,454			23,560			17,357
Settlements made during the period		(12,570	)		(14,808	)		(22,866	)		(28,073	)
Recalls and changes to pre-existing warranty liabilities		(1,469	)		(281	)		579			5,241

Balance, end of period	$	55,407		$	62,569		$	55,407		$	62,569

The liability for safety recall campaigns was $2.9 million and $2.7 million as of June 26, 2011 and June 27, 2010, 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 June 26, 2011 and June 27, 2010.

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				Six months ended
	June 26, 2011		June 27, 2010		June 26, 2011		June 27, 2010
Numerator:
Income from continuing operations used in computing basic and diluted earnings per share	$	190,580	$	139,287	$	309,840	$	208,028

Denominator:
Denominator for basic earnings per share-weighted-average common shares		234,336		233,314		234,086		233,094
Effect of dilutive securities - employee stock compensation plan		1,832		1,539		1,958		1,399

Denominator for diluted earnings per share-adjusted weighted-average shares outstanding		236,168		234,853		236,044		234,493

Earnings per common share from continuing operations:
Basic	$	0.81	$	0.60	$	1.32	$	0.89
Diluted	$	0.81	$	0.59	$	1.31	$	0.89

Outstanding options to purchase 4.1 million and 4.2 million shares of common stock for the three months ended June 26, 2011 and June 27, 2010, respectively, and 3.7 million and 4.3 million shares of common stock for the six months ended June 26, 2011 and June 27, 2010, 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						Six months ended
	June 26, 2011			June 27, 2010			June 26, 2011			June 27, 2010
Pension and SERPA Benefits
Service cost	$	9,273		$	10,393		$	18,545		$	20,786
Interest cost		20,147			19,457			40,294			38,914
Expected return on plan assets		(26,653	)		(24,344	)		(53,307	)		(48,688	)
Amortization of unrecognized:
Prior service cost		745			1,133			1,489			2,266
Net loss		7,554			5,642			15,109			11,284
Curtailment loss		—			—			236			—
Settlement loss		—			—			—			2,582

Net periodic benefit cost	$	11,066		$	12,281		$	22,366		$	27,144

Postretirement Healthcare Benefits
Service cost	$	1,907		$	2,517		$	3,814		$	5,034
Interest cost		4,911			5,297			9,822			10,594
Expected return on plan assets		(2,346	)		(2,445	)		(4,692	)		(4,890	)
Amortization of unrecognized:
Prior service credit		(969	)		(629	)		(1,938	)		(1,258	)
Net loss		1,798			2,251			3,596			4,502
Curtailment gain		—			—			—			(1,023	)

Net periodic benefit cost	$	5,301		$	6,991		$	10,602		$	12,959

The 2011 Restructuring Plan action resulted in a pension plan curtailment loss of $0.2 million, which is included in restructuring expense for the six months ended June 26, 2011. The curtailment loss also resulted in a pension plan remeasurement during the first quarter of 2011 using a discount rate of 5.76% and a postretirement healthcare plan remeasurement using a discount rate of 5.30%. At December 31, 2010, the discount rates used to measure the pension plans and the postretirement healthcare plans were 5.79% and 5.28%, respectively. All other significant assumptions remain unchanged from the December 31, 2010 measurement date. As a result of the remeasurements, the Company recognized a funded status adjustment consisting of a $0.9 million decrease to its pension and postretirement healthcare liabilities and an increase to other comprehensive income of $0.9 million, or $0.5 million net of tax. During the first half of 2010, the Company recorded restructuring expense of $78.4 million related to its 2009 Restructuring Plan, which included a postretirement healthcare plan curtailment gain of $1.0 million.

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

During the first half of 2011, the Company voluntarily contributed $200.0 million in cash to further fund its pension plans. No additional pension contributions are required in 2011. The Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans.

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				Six months ended
	June 26, 2011		June 27, 2010		June 26, 2011		June 27, 2010
Motorcycles net revenue	$	1,339,744	$	1,135,101	$	2,402,788	$	2,172,436
Gross profit		468,268		396,984		820,134		776,531
Selling, administrative and engineering expense		234,827		208,952		438,632		414,156
Restructuring expense		13,594		30,125		36,593		78,361

Operating income from Motorcycles		219,847		157,907		344,909		284,014
Financial services income		165,853		173,705		327,739		343,542
Financial services expense		83,798		112,860		177,749		256,015

Operating income from Financial Services		82,055		60,845		149,990		87,527

Operating income	$	301,902	$	218,752	$	494,899	$	371,541

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

In December 2009, the Company received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company promptly submitted written responses to the EPA’s inquiry and 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.

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.

The Company estimates that its share of the future Response Costs at the York facility will be approximately $5.3 million and has established a reserve for this amount which is included in accrued liabilities in the Condensed Consolidated Balance Sheets. As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS, we are unable to make a reasonable estimate of those additional costs, if any, that may result.

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


	Three months ended June 26, 2011
	Motorcycles & Related Products Operations		Financial Services Operations			Eliminations			Consolidated
Revenue:
Motorcycles and related products	$	1,342,803	$	—		$	(3,059	)	$	1,339,744
Financial services		—		166,518			(665	)		165,853

Total revenue		1,342,803		166,518			(3,724	)		1,505,597
Costs and expenses:
Motorcycles and related products cost of goods sold		871,476		—			—			871,476
Financial services interest expense		—		56,991			—			56,991
Financial services provision for credit losses		—		(6,790	)		—			(6,790	)
Selling, administrative and engineering expense		235,492		36,656			(3,724	)		268,424
Restructuring expense		13,594		—			—			13,594

Total costs and expenses		1,120,562		86,857			(3,724	)		1,203,695

Operating income		222,241		79,661			—			301,902
Investment income		1,748		—			—			1,748
Interest expense		11,350		—			—			11,350

Income before provision for income taxes		212,639		79,661			—			292,300
Provision for income taxes		73,042		28,678			—			101,720

Income from continuing operations		139,597		50,983			—			190,580
Loss from discontinued operations, net of tax		—		—			—			—

Net income	$	139,597	$	50,983		$	—		$	190,580


	Six months ended June 26, 2011
	Motorcycles & Related Products Operations		Financial Services Operations			Eliminations			Consolidated
Revenue:
Motorcycles and related products	$	2,408,293	$	—		$	(5,505	)	$	2,402,788
Financial services		—		328,270			(531	)		327,739

Total revenue		2,408,293		328,270			(6,036	)		2,730,527

Costs and expenses:
Motorcycles and related products cost of goods sold		1,582,654		—			—			1,582,654
Financial services interest expense		—		115,026			—			115,026
Financial services provision for credit losses		—		(1,184	)		—			(1,184	)
Selling, administrative and engineering expense		439,163		69,412			(6,036	)		502,539
Restructuring expense		36,593		—			—			36,593

Total costs and expenses		2,058,410		183,254			(6,036	)		2,235,628

Operating income		349,883		145,016			—			494,899
Investment income		128,146		—			(125,000	)		3,146
Interest expense		22,831		—			—			22,831

Income before provision for income taxes		455,198		145,016			(125,000	)		475,214
Provision for income taxes		113,168		52,206			—			165,374

Income from continuing operations		342,030		92,810			(125,000	)		309,840
Loss from discontinued operations, net of tax		—		—			—			—

Net income	$	342,030	$	92,810		$	(125,000	)	$	309,840


	Three months ended June 27, 2010
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and related products	$	1,135,562		$	—	$	(461	)	$	1,135,101
Financial services		—			174,327		(622	)		173,705

Total revenue		1,135,562			174,327		(1,083	)		1,308,806

Costs and expenses:
Motorcycles and related products cost of goods sold		738,117			—		—			738,117
Financial services interest expense		—			69,121		—			69,121
Financial services provision for credit losses		—			9,262		—			9,262
Selling, administrative and engineering expense		209,574			34,938		(1,083	)		243,429
Restructuring expense		30,125			—		—			30,125

Total costs and expenses		977,816			113,321		(1,083	)		1,090,054


Operating income		157,746			61,006		—			218,752
Investment income		1,551			—		—			1,551
Interest expense		23,591			—		—			23,591

Income before provision for income taxes		135,706			61,006		—			196,712
Provision for income taxes		35,463			21,962		—			57,425

Income from continuing operations		100,243			39,044		—			139,287
Loss from discontinued operations, net of tax		(68,130	)		—		—			(68,130	)

Net income	$	32,113		$	39,044	$	—		$	71,157


	Six months ended June 27, 2010
	Motorcycles & Related Products Operations			Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and related products	$	2,172,897		$	—	$	(461	)	$	2,172,436
Financial services		—			343,852		(310	)		343,542

Total revenue		2,172,897			343,852		(771	)		2,515,978

Costs and expenses:
Motorcycles and related products cost of goods sold		1,395,905			—		—			1,395,905
Financial services interest expense		—			150,324		—			150,324
Financial services provision for credit losses		—			41,068		—			41,068
Selling, administrative and engineering expense		414,466			65,084		(771	)		478,779
Restructuring expense		78,361			—		—			78,361

Total costs and expenses		1,888,732			256,476		(771	)		2,144,437


Operating income		284,165			87,376		—			371,541
Investment income		2,427			—		—			2,427
Interest expense		47,046			—		—			47,046

Income before provision for income taxes		239,546			87,376		—			326,922
Provision for income taxes		87,438			31,456		—			118,894

Income from continuing operations		152,108			55,920		—			208,028
Loss from discontinued operations, net of tax		(103,546	)		—		—			(103,546	)

Net income	$	48,562		$	55,920	$	—		$	104,482


	June 26, 2011
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	681,804	$	291,674	$	—		$	973,478
Marketable securities		244,555		—		—			244,555
Accounts receivable, net		710,791		—		(445,128	)		265,663
Finance receivables held for investment, net		—		1,144,886		—			1,144,886
Restricted finance receivables held by variable interest entities, net		—		573,208		—			573,208
Inventories		337,472		—		—			337,472
Restricted cash held by variable interest entities				244,060		—			244,060
Other current assets		160,059		57,597		—			217,656

Total current assets		2,134,681		2,311,425		(445,128	)		4,000,978

Finance receivables held for investment, net		—		2,306,165		—			2,306,165
Restricted finance receivables held by variable interest entities, net		—		1,939,181		—			1,939,181
Property, plant and equipment, net		758,828		30,115		—			788,943
Goodwill		31,156		—		—			31,156
Other long-term assets		339,666		26,711		(70,821	)		295,556

	$	3,264,331	$	6,613,597	$	(515,949	)	$	9,361,979

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	243,954	$	478,569	$	(445,128	)	$	277,395
Accrued liabilities		522,533		70,880		(3,317	)		590,096
Short-term debt		—		694,137		—			694,137
Current portion of long-term debt held by variable interest entities		—		635,604		—			635,604

Total current liabilities		766,487		1,879,190		(448,445	)		2,197,232

Long-term debt		303,000		2,590,462		—			2,893,462
Long-term debt held by variable interest entities		—		1,217,778		—			1,217,778
Pension liability		103,511		—		—			103,511
Postretirement healthcare liability		258,881		—		—			258,881
Other long-term liabilities		146,286		13,433		—			159,719

Commitments and contingencies (Note 17)

Total shareholders’ equity		1,686,166		912,734		(67,504	)		2,531,396

	$	3,264,331	$	6,613,597	$	(515,949	)	$	9,361,979


	December 31, 2010
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	791,791	$	230,142	$	—		$	1,021,933
Marketable securities		140,118		—		—			140,118
Accounts receivable, net		454,311		—		(191,929	)		262,382
Finance receivables held for investment, net		—		1,080,432		—			1,080,432
Restricted finance receivables held by variable interest entities, net		—		699,026		—			699,026
Inventories		326,446		—		—			326,446
Restricted cash held by variable interest entities		—		288,887		—			288,887
Other current assets		158,692		136,285		(47,575	)		247,402

Total current assets		1,871,358		2,434,772		(239,504	)		4,066,626

Finance receivables held for investment, net		—		1,553,781		—			1,553,781
Restricted finance receivables held by variable interest entities, net		—		2,684,330		—			2,684,330
Property, plant and equipment, net		785,139		29,973		—			815,112
Goodwill		29,590		—		—			29,590
Other long-term assets		324,750		25,919		(69,368	)		281,301

	$	3,010,837	$	6,728,775	$	(308,872	)	$	9,430,740

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	195,642	$	253,794	$	(224,090	)	$	225,346
Accrued liabilities		501,741		73,569		(18,639	)		556,671
Short-term debt		—		480,472		—			480,472
Current portion of long-term debt held by variable interest entities		—		751,293		—			751,293

Total current liabilities		697,383		1,559,128		(242,729	)		2,013,782

Long-term debt		303,000		2,213,650		—			2,516,650
Long-term debt held by variable interest entities		—		2,003,941		—			2,003,941
Pension liability		282,085		—		—			282,085
Postretirement healthcare benefits		254,762		—		—			254,762
Other long-term liabilities		140,804		11,850		—			152,654

Commitments and contingencies (Note 17)

Total shareholders’ equity		1,332,803		940,206		(66,143	)		2,206,866

	$	3,010,837	$	6,728,775	$	(308,872	)	$	9,430,740


	June 27, 2010
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,244,541	$	170,371	$	—		$	1,414,912
Marketable securities		86,518		—		—			86,518
Accounts receivable, net		519,272		—		(270,652	)		248,620
Finance receivables held for investment, net		—		1,061,598		—			1,061,598
Restricted finance receivables held by variable interest entities, net		—		743,697		—			743,697
Inventories		296,920		—		—			296,920
Assets of discontinued operations		85,126		—		—			85,126
Restricted cash held by variable interest entities		—		344,595		—			344,595
Other current assets		206,588		97,427		—			304,015

Total current assets		2,438,965		2,417,688		(270,652	)		4,586,001

Finance receivables held for investment, net		—		1,717,644		—			1,717,644
Restricted finance receivables held by variable interest entities, net		—		2,850,684		—			2,850,684
Property, plant and equipment, net		778,849		31,255		—			810,104
Goodwill		28,110		—		—			28,110
Other long-term assets		269,106		29,987		(67,743	)		231,350

	$	3,515,030	$	7,047,258	$	(338,395	)	$	10,223,893

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	206,400	$	305,971	$	(270,652	)	$	241,719
Accrued liabilities		537,256		57,732		(2,803	)		592,185
Liabilities of discontinued operations		61,501		—		—			61,501
Short-term debt		—		322,941		—			322,941
Current portion of long-term debt		138,537		202,915		—			341,452
Current portion of long-term debt held by variable interest entities		—		817,602		—			817,602

Total current liabilities		943,694		1,707,161		(273,455	)		2,377,400

Long-term debt		600,000		2,225,334		—			2,825,334
Long-term debt held by variable interest entities		—		2,227,025		—			2,227,025
Pension liability		244,115		—		—			244,115
Postretirement healthcare liability		265,326		—		—			265,326
Other long-term liabilities		135,830		11,859		—			147,689

Commitments and contingencies (Note 17)

Total shareholders’ equity		1,326,065		875,879		(64,940	)		2,137,004

	$	3,515,030	$	7,047,258	$	(338,395	)	$	10,223,893


	Six months ended June 26, 2011
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Income from continuing operations	$	342,030		$	92,810		$	(125,000	)	$	309,840
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation		86,375			3,168			—			89,543
Amortization of deferred loan origination costs		—			39,054			—			39,054
Amortization of financing origination fees		237			5,596			—			5,833
Provision for employee long-term benefits		33,018			1,438			—			34,456
Contributions to pension and postretirement plans		(205,498	)		—			—			(205,498	)
Stock compensation expense		19,176			1,361			—			20,537
Net change in wholesale finance receivables		—			—			11,909			11,909
Provision for credit losses		—			(1,184	)		—			(1,184	)
Pension and postretirement healthcare plan curtailment and settlement expense		236			—			—			236
Foreign currency adjustments		(2,813	)		—			—			(2,813	)
Other, net		5,337			21,889			—			27,226
Change in current assets and current liabilities:
Accounts receivable		(44,899	)		—			53,200			8,301
Finance receivables - accrued interest and other		—			5,553			—			5,553
Inventories		(530	)		—			—			(530	)
Accounts payable and accrued liabilities		79,110			60,426			(5,698	)		133,838
Restructuring reserves		3,195			—			—			3,195
Derivative instruments		1,188			7			—			1,195
Other		(4,729	)		44,575			(47,575	)		(7,729	)

Total adjustments		(30,597	)		181,883			11,836			163,122